Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Initial Purchaser, and each Underwriter agrees, severally and not jointly, the Initial Purchaser agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends (i) 97.25% of the principal amount of the 2009 Notes and (ii) 97.25% of the principal amount of the 2012 Notes, plus, in each case, accrued interest from November May 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names 2004 $200,000,000 principal amount of the several Underwriters in Schedule A hereto2009 Notes and $260,000,000 principal amount of the 2012 Notes. In addition, at the request of the Company, the Initial Purchaser agrees to pay the Company a credit of $375,000. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Initial Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Initial Purchaser drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathCleary, Swaine Gottlieb, Xxxxx & Xxxxx LLP Xxxxxxxx at 10:00 A.M. (New York time), on November May 18, 2003 2004, or at such other time and date not later than seven full business days thereafter as Xxxxxx the Initial Purchaser and the Company determine, such time and date being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP office at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 1897.5% of the principal amount thereof, 2003 to the First Closing Date the respective numbers of shares principal amounts of Firm Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities Securities in definitive form (the “Firm Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFB drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathShearman & Sterling LLP, Swaine & Xxxxx LLP 12th Floor, Gloucester Tower, The Landmark, 10 Xxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx at 10:00 9:00 A.M. (New York time), on November 18July 7, 2003 2003, or at such other time not later than seven full business days thereafter as Xxxxxx CSFB and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx CSFB given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) Securities to be paid for the Firm Securities. The Company agrees to sell to the Underwriters Purchasers the number principal amount of Optional Securities specified in such notice and the Underwriters Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such UnderwriterPurchaser’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFB to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx CSFB on behalf of the several Underwriters Purchasers but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities Securities in definitive form (each, an “Optional Global Security”) deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx CSFB drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathShearman & Sterling LLP, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date 12th Floor, Gloucester Tower, The Landmark, 10 Xxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxx, against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 97% of the principal amount thereof plus accumulated dividends accrued interest from November 18December 10, 2003 2001 to the First Closing Date (as hereinafter defined) the respective numbers of shares principal amount of Firm Securities set forth opposite the names of the several Underwriters in Schedule A heretoSecurities. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities Securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by wire transfer to an the Company's account at a Bank One or such other bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation CSFBC at the office of Cravath, Swaine & Xxxxx LLP at 10:00 11:00 A.M. (New York time), on November 18December 10, 2003 2001, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”, ," against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. The Global Securities will be made available for checking at the office of Xxxxxx Godward LLP, San Francisco, California, at least 24 hours prior to the Closing Date. In addition, upon written notice from Xxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the purchase price per Offered Security principal amount of Firm Securities (including any accumulated dividends accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters Purchasers the number principal amount of Optional Securities specified in such notice and the Underwriters Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such Underwriter’s Purchaser's name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “the "Optional Closing Date”, ," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Xxxxxx on behalf of the several Underwriters CSFBC but shall not be earlier than two or later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities Securities in definitive form (each, an “"Optional Global Security”") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by wire transfer to an the Company's account at a Bank One or such other bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation CSFBC at the office of Cravath, Swaine & Xxxxx LLP at 10:00 11:00 A.M. (New York time) on the Optional Closing Date Date, against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 1896.25% of the principal amount thereof, 2003 to the First Closing Date the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price price, the Firm Securities in the form of one or more permanent global securities in definitive form (the “Global FirmGlobal Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Company and the Underwriters drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP Company at 10:00 A.M. (New York time)Eastern Daylight Time, on November 18June 5, 2003 2003, or at such other time not later than seven full business days thereafter as Xxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing FirstClosing Date”, against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Offered Securities. The Firm Global Securities will be made available for checking by the Underwriters and their counsel at the office of Xxxxxx, Xxxxx Xxxxx, Incorporated at least 48 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx the Underwriters given to the Company from time to time not more than 30 days subsequent to the date of this Agreementthe Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security principal amount of Optional Securities (including any accumulated dividends accrued interest, if any, thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters Representatives, but shall be not be later than seven ten full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx the Representatives drawn to the order of Chesapeake Energy Corporation at the office of CravathCompany, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global In addition, an advisory fee of 0.375% of the aggregate principal amount of the Firm Securities will shall be made available for checking and packaging paid by the Company to Xxxxxx, Xxxxx Xxxxx, Incorporated at the above offices Closing, and an advisory fee of Cravath, Swaine & Xxxxx LLP 0.375% of the aggregate principal amount of the Optional Securities being purchased at a reasonable time in advance of such each Optional Closing DateDate shall be paid by the Company to Xxxxxx, Xxxxx Xxxxx, Incorporated.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchaser, and each Underwriter agrees, severally and not jointly, the Purchaser agrees to purchase from the Company, all of the Offered Securities at a purchase price of: (i) 92.034% of U.S.$97.25 per share plus accumulated dividends from November 18the principal amount thereof, 2003 of which (a) $234,125,350 (the "DOLLAR PRICE") shall be retained by the Purchaser in connection with the purchase of the Outstanding Notes (as defined below) pursuant to the First Note Purchase Agreement between the Purchaser and Citibank, N.A., dated September 26, 2002, and (b) the accrued interest on the Dollar Price shall be retained by the Purchaser, calculated at the Purchaser's cost of funds, from October 1, 2002 to the Closing Date (as defined below), and (ii) the respective numbers delivery by the Purchaser to the Company of shares of Firm Securities set forth opposite the names $200,000,000 aggregate principal amount of the several Underwriters in Schedule A hereto7% Remarketable or Redeemable Notes due October 1, 2015 (having a reset coupon rate of 12.51% as of October 1, 2002) issued by the Company on September 20, 2000 (the "OUTSTANDING NOTES"). The Company will deliver against payment of the purchase price (including that portion of the Firm purchase price consisting of delivery by the Purchaser to the Company of the Outstanding Notes) the Offered Securities in the form of one or more permanent global securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”) and "), registered in the name of Cede & Co., as nominee for DTC, and bearing the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document and to be credited to the Purchaser's account. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by delivery by the Underwriters Purchaser to the Company, or its order, of the Outstanding Notes, free of payment, and with respect to the cash portion of the purchase price, by the Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. designated by the Company and open for the receipt of funds (“Xxxxxx”) drawn to and verification of the order receipt of Chesapeake Energy Corporation funds), at the office of Cravath, Swaine & Xxxxx LLP at 10:00 9:00 A.M. (New York time), on November 1820, 2003 2002, or at such other time not later than seven full business days thereafter as Xxxxxx the Purchaser and the Company determine, such time being herein referred to as the “First "Closing Date”, ," against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above office of DTC or its designated custodian (the "Designated Office") at least one business day prior to the Closing Date. The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6, including the cross-receipt for the Offered Securities and any additional documents requested by the Purchaser pursuant to Section 6, will be delivered at the offices of CravathPalmer & Dodge LLP, Swaine & Xxxxx LLP 111 Huntington Avenue, Boston, MA 02199, and the Oxxxxxx Securities wixx xx xxxxxxxxx xx xxx Xxxxxxxxxx Xxxxxe, all at a reasonable time in advance of such Optional 9:00 A.M. on the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Guarantors agree to sell to each Underwriterthe Initial Purchaser, and each Underwriter agrees, severally and not jointly, the Initial Purchaser agrees to purchase from the CompanyCompany and the Guarantors, at a purchase price of U.S.$97.25 per share 92.25% of the principal amount at maturity thereof plus accumulated dividends accrued interest from November 18September 29, 2003 to the First Closing Date (as hereinafter defined) the respective numbers principal amount of shares of Firm Offered Securities set forth opposite the its names of the several Underwriters in Schedule A I hereto. The Company and the Guarantors will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Initial Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Initial Purchaser drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathLatham & Watkins LLP, Swaine & Xxxxx LLP 885 Third Avenue, Suite 1000, New York, New York 10022, at 10:00 A.M. (New York timexxxx), on November 18xx Xxxtember 00, 2003 or at such other time not later than seven full 0000 xx xx xxxx xxxxx xxxx xxx xxxxx xxxx xxxxx xxll business days thereafter as Xxxxxx the Initial Purchaser and the Company determine, such time being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Latham & Xxxxx Watkins LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Initial Purchasers, and each Underwriter agreesthe Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 96% of the principal amount thereof plus accumulated dividends accrued interest from November 18June 29, 2003 2001 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by wire transfer to an account of the Company at a bank designated by the Company and acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFBC or by official Federal Reserve Bank check or checks drawn to the order of Chesapeake Energy Corporation the Company at the office of Cravath, Swaine & Xxxxx LLP at 10:00 9:00 A.M. (New York time), on November 18June 29, 2003 2001, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 96% of the principal amount thereof (the "Purchase Price"), plus accumulated dividends accrued interest, if any from November 1823, 2003 1998 to the First Closing Date date of closing and delivery, the respective numbers of shares principal amounts of Firm Securities set forth opposite the names of the several Underwriters purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “"Firm Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP CSFBC at 10:00 A.M. (New York time), on November 1823, 2003 1998 or at such other time not later than seven (7) full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”, against delivery to UMB as custodian ." The Firm Global Securities will be made available for DTC checking at the above office of the Global Securities representing all of Trustee at least 24 hours prior to the Firm SecuritiesFirst Closing Date. In addition, the Purchasers may, upon written notice (the "Notice") from Xxxxxx CSFBC given to the Company from time to time time, and, in any event not more than 30 thirty (30) days subsequent to the date of this AgreementFirst Closing Date, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm SecuritiesPurchase Price, plus accrued interest, if any. The Company agrees to sell to the Underwriters Purchasers the number of Optional Securities specified in such notice and the Underwriters Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased purchased, if at all, from the Company for the account of each Underwriter Purchaser in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s Purchaser's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFBC to the Company. In the event that Optional Securities are purchased, the Company will deliver against payment of the Purchase Price, the Optional Securities in the form of one or more permanent global securities in definitive form (the "Optional Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in any Optional Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Document. If purchased, payment for the Optional Securities on an Optional Closing Date (as defined below) shall be made by the Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to CSFBC at 10:00 A.M. (New York time) on the Optional Closing Date. The Optional Closing Date shall be determined by CSFBC and the Company, but not more than seven (7) full business days after Notice of the election to purchase the Optional Securities is given to the Company. The Optional Global Securities will be made available for checking at the above office of the Trustee at least 24 hours prior to the Optional Closing Date. Each time for the delivery of and payment for the Optional Securities, being herein is referred to herein as an “the "Optional Closing Date”, ," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to to, as applicable, as a “"Closing Date”"), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Purchasers, and each Underwriter agrees, the Purchasers agrees severally and not jointly, jointly to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 1897.5% the principal amount thereof, 2003 to the First Closing Date the respective numbers of shares principal amounts of Firm Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Securities to or as instructed by Credit Suisse for the accounts of the several Purchasers in the a form of reasonably acceptable to Credit Suisse one or more permanent global securities Securities in definitive registered form (the “Firm Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusFinal Offering Circular. Payment for the Firm Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) Credit Suisse drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxx & Xxxxxxx L.L.P, Swaine & One Xxxxx LLP Center, Suite 1500, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 at 10:00 9 A.M. (New York time), on November 18March 10, 2003 2008, or at such other time not later than seven full business days thereafter as Xxxxxx Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx Credit Suisse given to the Company from time to time not more than 30 13 days subsequent to the date of this Agreement, Agreement the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Security Securities (including any accumulated dividends accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters Purchasers the number of Optional Securities principal amount specified in such notice and the Underwriters Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such UnderwriterPurchaser’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx Credit Suisse to eliminate fractions.) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx Credit Suisse to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx Credit Suisse on behalf of the several Underwriters Purchasers but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date to or as instructed by Credit Suisse for the accounts of the several Purchasers in the a form of reasonably acceptable to Credit Suisse one or more permanent global securities Securities in definitive registered form (each, an “Optional Global Security”) deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Credit Suisse drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxx & Xxxxxxx L.L.P., Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Optional Securities being purchased in each Optional Closing Date or evidence of their issuance will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share 100.036% of the principal amount thereof plus accumulated dividends accrued interest from November 18April 13, 2003 2017 to the First Closing Date Date, the respective numbers amount of shares of Firm Offered Securities set forth opposite the names name of the several Underwriters in Underwriter on Schedule A hereto. The Company will deliver against payment the Offered Securities to the Underwriter for the account of the purchase price the Firm Securities Underwriter in the form of one or more permanent global securities in definitive form (the “Offered Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters Underwriter in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Underwriter drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxx Xxxx & Xxxxxxxx LLP, Swaine & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M. 9:00 a.m. (New York time), on November 18May 9, 2003 2017 or at such other time not later than seven full business days thereafter as Xxxxxx the Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Offered Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Offered Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Xxxxx Xxxx & Xxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, on the Closing Date, the Company agrees to sell to each Underwriterthe several Purchasers, and each Underwriter such Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 98.25% of the gross proceeds of the Offered Securities, plus accumulated dividends accrued interest from November 18January 15, 2003 2007 to the First Closing Date Date, the respective numbers principal amount of shares of Firm Offered Securities set forth opposite the names name of the several Underwriters such Purchaser in Schedule A hereto, it being understood and agreed that the obligation of the Company to sell to the several Purchasers the principal amount of Offered Securities set forth herein is conditioned upon the consummation of the Merger. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities certificates in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusFinal Offering Circular. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable specified by the Company in writing to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathCredit Suisse, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)with such payment being made on February 7, on November 182007, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given Offered Securities purchased pursuant to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Dateterms hereof. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP LLP, New York, New York at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Purchasers, and each Underwriter of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 97.0% of the principal amount thereof (plus accumulated dividends accrued interest from November 18March 24, 2003 to 2014 if the First Closing Date settlement occurs after that date), the respective numbers of shares principal amounts of Firm Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities Securities in definitive registered form without interest coupons (the “Firm Restricted Global Securities”) that will be deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent The Firm Restricted Global Securities will be held only in book-entry form through DTC, except shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the limited circumstances described in the ProspectusFinal Offering Memorandum. Payment for the Firm Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) Credit Suisse drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxxx & Xxxxxxx LLP, Swaine & 810 Xxxx Xxxxxx, Xxxxx LLP at 0000, Xxxxxxx, Xxxxx 00000 xt 10:00 A.M. A.M., (New York time), on November 18March 24, 2003 2014, or at such other time not later than seven full business days thereafter as Xxxxxx Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Firm Restricted Global Securities representing all of the Firm Securities. The Firm Restricted Global Securities will be made available for checking at the above office of Xxxxxx & Xxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx Credit Suisse given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Security Securities (including any accumulated dividends accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters Purchasers the number principal amount of Optional Securities specified in such notice and the Underwriters Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such UnderwriterPurchaser’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx Credit Suisse to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx Credit Suisse on behalf of the several Underwriters Purchasers but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price Payment for the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters each Purchaser by in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Credit Suisse drawn to the order of Chesapeake Energy Corporation Company at the office of CravathXxxxxx & Xxxxxxx LLP, Swaine & 810 Xxxx Xxxxxx, Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date 0000, Xxxxxxx, Xxxxx 00000, against delivery to UMB the Trustee as custodian for DTC of the Optional Global restricted global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing DateSecurities.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchaser, and each Underwriter agrees, severally and not jointly, the Purchaser agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names 97.75% of the several Underwriters in Schedule A heretoissue price of U.S.$499.60 per $1,000 principal amount at maturity thereof, U.S. $600,000,000 aggregate principal amount at maturity of the Firm Securities. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"FIRM GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Purchaser drawn to the order of Chesapeake Energy Corporation the Company at the office of Cravath, Swaine Xxxxxxx & Xxxxx LLP L.L.P., Houston, Texas at 10:00 9:00 A.M. (New York Houston time), on November 18June 23, 2003 2000, or at such other time not later than seven full business days thereafter as Xxxxxx the Purchaser and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the above office of Xxxxxxx & Xxxxx L.L.P.,Houston, Texas at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx the Purchaser given to the Company from time to time not more than 30 days subsequent to the date of this AgreementFirst Closing Date, the Underwriters Purchaser may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Security Securities (including any accumulated dividends accrued original issue discount thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters Purchaser the number of Optional Securities specified in such notice notice, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters Purchaser only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx the Purchaser to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”the "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Xxxxxx on behalf of the several Underwriters Purchaser but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities Securities in definitive form (each, an “Optional Global Security”"OPTIONAL GLOBAL SECURITY") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx the Purchaser drawn to the order of Chesapeake Energy Corporation the Company at the office of Cravath, Swaine Xxxxxxx & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date L.L.P.,Houston, Texas, against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Initial Purchaser, and each Underwriter agrees, severally and not jointly, the Initial Purchaser agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share 97.00% of the principal amount thereof plus accumulated dividends accrued interest from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names (as hereinafter defined), U.S.$200,000,000 principal amount of the several Underwriters in Schedule A heretoFirm Securities. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form without interest coupons (the “"Firm Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Securities shall be made by the Underwriters Initial Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation Company at the office of Cravath, Swaine & Xxxxx LLP at 10:00 9:00 A.M. (New York time), on November 18June 9 , 2003 1999, or at such other time not later than seven five full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the above office of Shearman & Sterling at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, First Closing Date the Underwriters Initial Purchaser may purchase all or less than all of the Optional Securities at the same purchase price per Offered Security principal amount as the Firm Securities (including plus any accumulated dividends accrued interest thereon from June 9, 1999 to the related Optional Closing Date) to be paid for the Firm Securities). The Company agrees to sell to the Underwriters Initial Purchaser the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters Initial Purchaser only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “the "Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Xxxxxx on behalf of the several Underwriters CSFBC but shall not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form without interest coupons (each, an “"Optional Global Security”", and together with the Firm Global Securities, the "Global Securities") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Initial Purchaser in Federal (same day) funds by or wire transfer to an account at a bank acceptable to Xxxxxx CSFBC drawn to the order of Chesapeake Energy Corporation at and as directed by the office of CravathCompany, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyCompany $800,000,000 principal amount of the Firm Securities, at a purchase price of U.S.$97.25 per share 97.00% of the principal amount thereof plus accumulated dividends accrued interest, if any, from November 18June 7, 2003 2005 to the First Closing Date the respective numbers of shares of Firm Securities (as hereinafter defined), as set forth opposite the names of the several Underwriters each Underwriter’s name in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Firm Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) Deutsche Bank, as instructed by the Company, drawn to the order of Chesapeake Energy Corporation Cephalon, Inc. at the office of CravathXxxxx Xxxx & Xxxxxxxx, Swaine & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. (New York time), on November 18June 7, 2003 2005, or at such other time not later than seven five full business days thereafter as Xxxxxx Deutsche Bank and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx prior to the First Closing Date. In addition, upon written notice from Xxxxxx Deutsche Bank given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase (for the sole purpose of covering over-allotments made in connection with the sale of the Firm Securities) all or less than all of the Optional Securities at the purchase price per principal amount of Offered Security Securities (including any accumulated dividends accrued interest, if any, thereon from June 7, 2005 to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such UnderwriterPurchaser’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx Deutsche Bank to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and and, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by Xxxxxx Deutsche Bank to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx Deutsche Bank on behalf of the several Underwriters but shall not be later than seven ten full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Deutsche Bank, as instructed by the Company, drawn to the order of Chesapeake Energy Corporation Cephalon, Inc. at the above office of CravathXxxxx Xxxx & Xxxxxxxx, Swaine & Xxxxx LLP or at 10:00 A.M. (New York time) on such other location as the Optional Closing Date Underwriters and the Company determine, against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust and the Company agrees to agree that the Trust shall sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyTrust, at a purchase price of U.S.$97.25 $50 per share Offered Security plus accumulated dividends distributions from November 18, 2003 [ ] to the First Closing Date (as hereinafter defined), the respective numbers of shares number of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company Trust will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"FORM GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Property Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. Credit Suisse First Boston Corporation (“Xxxxxx”"CSFBC") drawn to the order of Chesapeake Energy Calpine Corporation at the office of CravathSkadden, Swaine Arps, Slate, Meagxxx & Xlom XXX, 919 Xxxxx LLP at 10:00 A.M. Xxxxxx, Xxx Xxxx, XX 00000-0000, xx 9:00 A.M., (New York time), on November 18on, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Meagxxx & Xlom XXX, at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of this Agreementthe Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per liquidation amount of Offered Security Securities (including any accumulated dividends distributions thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Trust and the Company agrees to agree that the Trust shall sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFBC to the Trust and the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Xxxxxx on behalf of the several Underwriters CSFBC but shall be not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.Optional

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 98.34583% of the principal amount thereof plus accumulated dividends accrued interest from November 18September 10, 2003 2012 to the First Closing Date Date, the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment Payment of and delivery for the Offered Securities shall be made at the offices of the purchase price Company at 10:00 a.m., New York City time, on September 10, 2012, or at such other time or place on the Firm Securities same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in the form writing (such time and date of one or more permanent global securities in definitive form (such payment and delivery, the “Global Securities”) deposited with UMB Bank, N.A. (“UMBClosing Date”), as custodian . Payment for the Offered Securities shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representatives against delivery of the Offered Securities to the Representatives through the facilities of The Depository Depositary Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as Underwriters. Concurrently, the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears Company shall deliver to the total number of Firm Trustee as custodian for DTC, one or more global notes representing the Offered Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by collectively, the Underwriters only for the purpose of covering over-allotments made “Global Note”), with any transfer taxes payable in connection with the sale of the Firm Securities. No Optional Offered Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice duly paid by Xxxxxx to the Company. Each time for The Company and the delivery Guarantors hereby confirm their engagement of and payment for the Optional Global Hunter Securities, being herein LLC as, and Global Hunter Securities, LLC hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121(f)(12) of the Financial Industry Regulatory Authority with respect to the offering and sale of the Securities. Global Hunter Securities, LLC, in its capacity as qualified independent underwriter and not otherwise, is referred to herein as an the “Optional Closing DateQIU.”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 98.25% of the principal amount thereof plus accumulated dividends accrued interest from November 18October 30, 2003 2012, to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on October 30, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2012, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers agree to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto, at a purchase price of 96 1/2% of the principal amount thereof for Senior Notes, and 97% of the principal amount thereof for Equipment Notes, in each case plus accrued interest (if any) from March 18, 1997 to the Closing Date (as hereinafter defined). The Company Issuers will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by wire transfer to an account previously designated to CSFBC by WinStar at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation CSFBC, at the office of Cravath, Swaine & Xxxxx LLP Xxxxx, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, X.X. 10019-7475 at 10:00 A.M. (New York time), on November March 18, 2003 1997, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company Issuers determine, such time being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanySelling Stockholder, at a purchase price of U.S.$97.25 $[ ] per share plus accumulated dividends from November 18ADS less the spread (as defined in Section 5(g), 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. All or any part of the Firm Securities that the Underwriters may elect to purchase may be delivered in the form of ADSs or Series B Shares at the Underwriter’s election. The Company Selling Stockholder will deliver at the office of Shearman & Sterling LLP the Firm Securities to the Representative for the accounts of the Underwriters, against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathCitigroup , Swaine & Xxxxx LLP at 10:00 A.M. (A.M., New York time), on November 18[ ], 2003 2006, or at such other time not later than seven full business days thereafter as Xxxxxx Citigroup and the Company Selling Stockholder determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to UMB as custodian the offering. The certificates for DTC of the Global Securities representing all of the Firm SecuritiesSecurities so to be delivered will be in definitive form, in such denominations and registered in such names as Citigroup requests and will be made available for checking and packaging at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx Citigroup given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of this Agreementthe Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. All or any part of the Firm Securities that the Underwriters may elect to purchase may be delivered in the form of ADSs or Series B Shares at the Underwriter’s election. The Company Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by Xxxxxx Citigroup to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx Citigroup to the CompanySelling Stockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters Citigroup but shall be not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company Selling Stockholder will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in to the form Representative for the accounts of one or more permanent global securities in definitive form (eachthe several Underwriters, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in against payment of the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian Citigroup. The certificates for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as Citigroup requests upon reasonable notice prior to such Optional Closing Date. The Global Securities Date and will be made available for checking and packaging at the above offices office of Cravath, Swaine Shearman & Xxxxx Sterling LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Firm Securities or the Optional Securities, as the case may be, shall be net of any applicable taxes and fees to be paid and costs and expenses to be reimbursed to the Underwriters under Section 5 hereof.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, with respect to the Offered Securities, at a purchase price of U.S.$97.25 per share 99.502% of the principal amount thereof plus accumulated dividends accrued interest, if any, from November 18June 19, 2003 2018 to the First Closing Date Date, the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in on Schedule A hereto. The Company will deliver against payment the Offered Securities to the Representatives for the accounts of the purchase price the Firm Securities Underwriters in the form of one or more permanent global securities in definitive form (the “Offered Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Representatives drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxx Xxxx & Xxxxxxxx LLP, Swaine & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M. 9:00 a.m. (New York time), on November 18June 19, 2003 2018 or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Offered Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Offered Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Xxxxx Xxxx & Xxxxx Xxxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Initial Purchasers, and each Underwriter agreesthe Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 97.5% of the principal amount thereof plus accumulated dividends accrued interest from November 18January 21, 2003 1999 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by wire transfer to an account of the Company at a bank designated by the Company and acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFBC or by official Federal Reserve Bank check or checks drawn to the order of Chesapeake Energy Corporation the Company at the office of Cravath, Swaine & Xxxxx LLP at 10:00 9:00 A.M. (New York time), on November 18January 21, 2003 1999, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 104% of the principal amount thereof plus accumulated dividends accrued interest from November 18December 15, 2003 2013, to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on March 26, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2014, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust and the Company agrees to agree that the Trust shall sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyTrust, at a purchase price of U.S.$97.25 $ per share Offered Security plus accumulated dividends distributions from November 18, 2003 200- to the First Closing Date (as hereinafter defined), the respective numbers of shares number of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company Trust will deliver against payment of the purchase price the Firm Registered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”"FIRM GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Property Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances that shall be described in the Prospectus. Payment for the Firm Registered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) [underwriter] drawn to the order of Chesapeake Energy Calpine Corporation at the office of CravathXxxxxxxxx & Xxxxxxx, Swaine & Xxxxx LLP 1330 Avenue of the Americas, New York, New York, at 10:00 9:00 A.M. (New York time), on November 18, 2003 200- (the "CLOSING TIME"), or at such other time not later than seven full business days thereafter as Xxxxxx the Representative, the Company and the Company Trust determine, such time being herein referred to as the “First Closing Date”, "FIRST CLOSING DATE," against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Registered Securities. The Firm SecuritiesGlobal Securities will be made available for checking at the above office of Xxxxxxxxx & Xxxxxxx (or such other location as the Representative may direct), at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx the Representative given to the Company from time to time not more than 30 days subsequent to the date of this Agreementthe Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per liquidation amount of Offered Security Securities (including any accumulated dividends distributions thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Trust and the Company agrees to agree that the Trust shall sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx the Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securitiesat their discretion. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx the Representative to the Trust and the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Xxxxxx the Representative on behalf of the several Underwriters but shall be not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”"OPTIONAL GLOBAL SECURITY") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx [underwriter] drawn to the order of Chesapeake Energy Calpine Corporation at the office of CravathXxxxxxxxx & Xxxxxxx, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Property Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global As compensation for the Underwriters' commitments, the Company will pay to the Representative the sum of $ per Offered Security times the total number of Offered Securities purchased by the Underwriters on each Closing Date as commissions for the sale of the Offered Securities under this Agreement. Such payment will be made available for checking and packaging at on each Closing Date with respect to the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of Offered Securities purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 96.045% of the principal amount thereof plus accumulated dividends accrued interest from November 18October 15, 2003 2002 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on December 24, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2002, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 97.0% of the principal amount thereof plus accumulated dividends accrued interest, if any, from November 18May 27, 2003 2009 to the First Closing Date (as hereinafter defined), the respective numbers of shares principal amounts of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to you, for the accounts of the Underwriters, against payment of the purchase price the Firm Securities therefor, in the form of one or more permanent global securities in definitive form (the “Firm Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) you, as instructed by the Company, drawn to the order of Chesapeake Energy Corporation Cephalon, Inc. at the office of CravathXxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Swaine & Xxxxx LLP Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. 9:00 a.m. (New York time), on November 18May 27, 2003 2009, or at such other time not later than seven five full business days thereafter as Xxxxxx you and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. (As used herein, “business day” means a day on which The NASDAQ Global Select Market is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.) The Firm Global Securities will be made available for checking at the above office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP prior to the First Closing Date. In addition, upon written notice from Xxxxxx you given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase (for the sole purpose of covering over-allotments made in connection with the sale of the Firm Securities on the trade date at the price indicated in the Prospectus) all or less than all of the Optional Securities at the purchase price per principal amount of Offered Security Securities (including any accumulated dividends accrued interest, if any, thereon from May 27, 2009 to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter of the Underwriters in the same proportion as the number principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx you to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and and, to the extent not previously exercised exercised, may be surrendered and terminated at any time upon notice by Xxxxxx you to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx you on behalf of the several Underwriters but shall not be later than seven ten full business days after written notice of election to purchase Optional Securities is given. The On each Optional Closing Date, the Company will deliver the Optional Securities being purchased on such Optional Closing Date to you, for the accounts of the Underwriters, against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date therefor, in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by you on behalf of the several Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx you, as instructed by the Company, drawn to the order of Chesapeake Energy Corporation Cephalon, Inc. at the above office of Cravath, Swaine Xxxxxx Xxxxxxxx Xxxxx & Xxxxx Xxxxxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyCompany the Offered Securities, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 1899.007% of the principal amount thereof, 2003 to the First Closing Date the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository the Depositary Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters Representatives in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Representatives drawn to the order of Chesapeake Energy Corporation the Company, at the office of CravathXxxxxx & Xxxxxxx LLP, Swaine & 000 Xxxxx LLP Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 10:00 A.M. A.M., (New York time), on November 18March 25, 2003 2008, or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Escrow Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathCSFB on April 30, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2004, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx CSFB and the Company determine, such time being herein referred to as the “First Closing Date”"CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine O'Melveny & Xxxxx LLP LLP, Times Square Tower, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at a reasonable time in advance least 24 hours prior to the Closing Date. As compensation for the Purchasers' commitments, the Issuers will pay to the Purchasers for their proportionate accounts the sum of such Optional 3% of the aggregate principal amount of the Offered Securities purchased by the Purchasers on the Closing Date as commissions for sale of the Offered Securities under this Agreement. Such payment will be made on the Merger Date, with respect to the Offered Securities purchased on the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 97.0% of the principal amount thereof plus accumulated dividends accrued interest from November 1821, 2003 2005 to the First Closing Date (as hereinafter defined), the respective numbers of shares principal amounts of Firm Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “"Firm Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation CSFB at the office of Cravath, Swaine Cahill Gordon & Xxxxx Reindel LLP at 10:00 9:00 A.M. (New York time), on November 1800, 2003 or 0000, xx at such other xxxx xther time not later than seven full business days thereafter as Xxxxxx CSFB and the Company determine, such time being herein referred to as the “"First Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the offices of Cahill Gordon & Reindel LLP at least 24 hours prior to the First Closxxx Xxxx. In addition, upon written notice from Xxxxxx CSFB given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the purchase price per Offered Security of 97.0% of the principal amount of Optional Securities (including any accumulated dividends accrued interest thereon from November 21, 2005 to the related Optional Closing Date) to be paid for the Firm SecuritiesDate (as defined below)). The Company agrees to sell to the Underwriters Purchasers the number principal amount of Optional Securities specified in such notice and the Underwriters Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such Underwriter’s Purchaser's name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFB to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “the "Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Xxxxxx CSFB on behalf of the several Underwriters Purchasers but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities Securities in definitive form (each, an “"Optional Global Security”") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation CSFB at the office of CravathCahill Gordon & Reindel LLP, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC custoxxxx xxx XXX of the Optional xxx Xxxional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchaser, and each Underwriter agrees, severally and not jointly, the Purchaser agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share 97.75% of the principal amount thereof plus accumulated dividends accrued interest from November 18December 22, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names (as hereinafter defined), $125,000,000 principal amount of the several Underwriters in Schedule A heretoFirm Securities. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “"Firm Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank designated by the Company and reasonably acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation Purchaser at the office of CravathXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx ("WSGR"), Swaine & Xxxxx LLP 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx at 10:00 A.M. (New York time), on November 18December 22, 2003 2003, or at such other time not later than seven full business days thereafter as Xxxxxx the Purchaser and the Company determine, such time being herein referred to as the “"First Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the office of DTC or the Trustee at least 24 hours prior to the Closing Date. In addition, upon written notice from Xxxxxx the Purchaser given to the Company from time to time not more than 30 days subsequent 13 dayssubsequent to the date of this Agreement, the Underwriters Purchaser may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Security Securities (including any accumulated dividends accrued interest thereon to the related Optional Closing Date) to Date)to be paid for the Firm Securities. The Company agrees to sell to the Underwriters Purchaser the number principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx the Purchaser to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “the "Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Xxxxxx on behalf of the several Underwriters Purchaser but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given, nor in any event later than 13 days following the First Closing Date. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities Securities in definitive form (each, an “"Optional Global Security”") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank designated by the Company and reasonably acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation Purchaser at the office of CravathWSGR at the address specified above, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, the Underwriters agree to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names 98.375% of the several Underwriters in Schedule A heretoface amount thereof, U.S. $250,000,000 principal amount of the Offered Securities. The Company will deliver against payment of the purchase price the Firm Offered Securities to or as instructed by the Representatives in the form of one or more permanent global securities Offered Securities in definitive registered form (the “Global Securities”) without interest coupons deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Offered Securities will be held only in book-book entry form through DTC, DTC except in the limited circumstances described in the Final Prospectus. Payment for the Firm Offered Securities (the “Closing”) shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) Credit Suisse drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxx Lovells US LLP, Swaine & One Xxxxx LLP Center, Suite 1500, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, at 10:00 A.M. 9:00 a.m. (New York time), on November 18June 13, 2003 2013, or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per global Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees Offered Securities so to sell to the Underwriters the number be delivered or evidence of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities their issuance will be made available for checking and packaging at least 24 hours prior to the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, Company at a purchase price of U.S.$97.25 per share 99.32% of the principal amount thereof plus accumulated dividends accrued interest, if any, from November 18March 13, 2003 2014 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price for the Firm Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by such Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Underwriters drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP Company at 10:00 A.M. a.m., (New York time), on November 18March 13, 2003 2014, or at such other time not later than seven full business days thereafter as Xxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathXxxxxx & Xxxxxxx LLP, Swaine & 000 Xxxxx LLP Xxxxxx, Xxx Xxxx, XX 00000, at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a Company $200,000,000 principal amount of the Offered Securities. The purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 the Offered Securities shall consist of: (a) $160,093,129.89 (the "DOLLAR PRICE") to be retained by the Underwriter in connection with the purchase of the Outstanding Notes (as defined below) pursuant to the First Purchase Agreement between the Underwriter and Morxxx Xxaxxxx & Co. Incorporated, dated September 14, 2001, (b) (i) $51,384,870.11, which includes accrued interest of $5,800,000 from May 1, 2001 to September 21, 2001 on the Offered Securities, less (ii) accrued interest on the Dollar Price to be retained by the Underwriter, calculated at the Underwriter's cost of funds, from September 17, 2001 to the Closing Date Date, and (c) the respective numbers delivery by the Underwriter to the Company of shares $150,000,000 aggregate principal amount of Firm Securities set forth opposite Remarketed Notes due September 15, 2038, issued by the names of Company on September 16, 1998 (the several Underwriters in Schedule A hereto"OUTSTANDING NOTES"). The Company will deliver against payment of the purchase price (including that portion of the Firm purchase price consisting of delivery by the Underwriter to the Company of the Outstanding Notes) the Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC, and to be credited to the Underwriter's account with DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by delivery by the Underwriters Underwriter to the Company, or its order, of the Outstanding Notes, free of payment, and with respect to the cash portion of the purchase price, by the Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. bank, designated by the Company and open for the receipt of funds (“Xxxxxx”) drawn to and verification of the order receipt of Chesapeake Energy Corporation funds), at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. 9:00 a.m. (New York time), on November 18September 26, 2003 2001, or at such other time not later than seven full business days thereafter as Xxxxxx the Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”"CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above office of DTC or its designated custodian (the "DESIGNATED OFFICE") at least one business day prior to the Closing Date. The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6, including the cross-receipt for the Offered Securities and any additional documents requested by the Underwriter pursuant to Section 6, will be delivered at the offices of CravathPalxxx & Dodge LLP, Swaine & Xxxxx LLP One Xxxxxx Xxxxxx, Xxxxxx, XX 00000, xnd the Offered Securities will be delivered at a reasonable time in advance of such Optional the Designated Office, all at 9:00 A.M. on the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 1899.172% of the principal amount thereof, 2003 to the First Closing Date the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. Saloxxx Xxxxx Xxxnxx, Xxc. (“Xxxxxx”"SSB") drawn and designated in writing by the Company, not less than 48 hours prior to the order of Chesapeake Energy Corporation Closing Date, at the office of Cravath9:00 A.M., Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18May 14, 2003 2001, or at such other time not later than seven full business days thereafter as Xxxxxx SSB and the Company determine, such time being herein referred to as the “First Closing Date”"CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Lockx Xxxdell & Xxxxx LLP Sapp XXX at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, (i) at a purchase price of U.S.$97.25 per share 99.85% of the principal amount thereof plus accumulated dividends accrued interest from November 18August 24, 2003 2006 to the First Closing Date (as hereinafter defined) the respective numbers principal amounts of shares of Firm Securities the Floating Rate Notes set forth opposite the names of the several Underwriters in Schedule A hereto and (ii) at a purchase price of 99.651% of the principal amount thereof plus accrued interest from August 24, 2006 to the Closing Date (as hereinafter defined) the respective principal amounts of the 5.50% Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form Securities (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (the “DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Final Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal federal (same day) funds funds, by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Representatives drawn to the order of Chesapeake Energy Corporation Washington Mutual, Inc. at the their office of Cravathat 10 A.M., Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18August 24, 2003 2006, or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathClxxxx Xxxxxxxx Xxxxx & Haxxxxxx XLP, Swaine & Xxxxx LLP Onx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter of the Purchasers agrees, severally and not jointly, to purchase from the Company, (i) the Floating Rate Notes at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 1899.750% of the principal amount thereof, (ii) the Notes Due 2003 to at a purchase price of 99.406% of the First Closing Date principal amount thereof and (iii) the Notes Due 2005 at a purchase price of 99.306% of the principal amount thereof, in the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by official check or checks or wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation CSFBC at the office of Cravath, Swaine & Xxxxx LLP at 10:00 9:30 A.M. (New York City time), on November 18June 14, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx and the Company determine2000, such time being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of CravathDavis Polk & Wardwell or its desigxxxxx xxxxodixx xxx xater than 2:00 p.m., Swaine & Xxxxx LLP at a reasonable time in advance of such Optional New York City time, on the business day prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 98.50% of the principal amount thereof plus accumulated dividends accrued interest from November 18March 26, 2003 2014, to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on March 26, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2014, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 97.0% of the principal amount thereof plus accumulated dividends accrued interest from November 18June 27, 2003 2001 to the First Closing Date (as defined herein), the respective numbers of shares principal amounts of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. ---------- The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “"Firm Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. Credit Suisse First Boston Corporation (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation "CSFBC"), at the office offices of CravathXxxxxx Xxxxxx & Xxxxxxx, Swaine & Xxxxx LLP 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M. (9:00 A.M., New York time), on November 18June 27, 2003 2001, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Global Securities will be made available for checking at the above offices of Xxxxxx Xxxxxx & Xxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of this Agreementthe Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security principal amount of Firm Securities (including any accumulated dividends accrued interest thereon to the related Optional Closing DateDate (as defined herein)) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased purchased, if at all, from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s 's name in Schedule A hereto bears ---------- to the total number of Firm Securities (subject to adjustment by Xxxxxx CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Xxxxxx on behalf of the several Underwriters CSFBC but shall be not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “"Optional Global Security”") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian CSFBC. The certificates for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such each Optional Closing Date. The Global Securities Date will be made available for checking and packaging at the above offices of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx LLP Xxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each UnderwriterPurchaser, and each Underwriter Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price the principal amount of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A heretoto this Agreement opposite the name of such Purchaser at the price set forth in Schedule A to this Agreement. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package and the Final Offering Circular. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Representatives drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathDxxxx & LxXxxxx LLP at 1000 Xxxxxx xx xxx Xxxxxxxx, Swaine & Xxxxx LLP Xxx Xxxx, Xxx Xxxx at 10:00 A.M. (New York time), on November 18March 26, 2003 2009, or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathDxxxx & LxXxxxx LLP, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date Company the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A heretohereto (which shall be in minimum denominations of $2,000 and an integral multiple of $1,000 in excess thereof) at a purchase price of (i) in the case of the 2024 Notes, 99.00% of the principal amount of the 2024 Notes, plus accrued and unpaid interest, if any, from September 27, 2018 to the Closing Date (as hereinafter defined) and (ii) in the case of the 2026 Notes, 99.00% of the principal amount of the 2026 Notes, plus accrued and unpaid interest, if any, from September 27, 2018 to the Closing Date. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Representative drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18September 27, 2003 2018 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP office at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchaser, and each Underwriter agrees, severally and not jointly, the Purchaser agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers 97.25% of shares of Firm Securities set forth opposite the names $300,000,000 principal amount of the several Underwriters in Schedule A heretoFirm Securities. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Firm Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation CSFB at the office of CravathShearman & Sterling LLP, Swaine & Xxxxx LLP 000 Xxxxxxxxx Xxx., Xxx Xxxx, XX 00000 at 10:00 10 A.M. (New York time), on November 18July 27, 2003 2005, or at such other time not later than seven full business days thereafter as Xxxxxx CSFB and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx CSFB given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters Purchaser may purchase all or less than all of the Optional Securities at the purchase price per Offered Security of 97.25% of $25,000,000 principal amount of the Optional Securities (including any accumulated dividends accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities). The Company agrees to sell to the Underwriters Purchaser the number principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFB to the Company. Each The time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each the Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx CSFB on behalf of the several Underwriters Purchaser but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each the Optional Closing Date in the form of one or more permanent global securities Securities in definitive form (each, an “Optional Global Security”) deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation CSFB at the office of CravathShearman & Sterling LLP, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Initial Purchasers, and each Underwriter agreesthe Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 97.0% of the principal amount thereof plus accumulated dividends accrued interest from November 18May 11, 2003 1999 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment of the purchase price for the Firm Offered Securities shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by wire transfer to an account of the Company at a bank designated by the Company and acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation Bear Xxxxxxx at the office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at 10:00 9 A.M. (New York time), on November 18May 11, 2003 1999 or at such other time not later than seven full business days thereafter as Xxxxxx Bear Xxxxxxx and the Company determine, such time being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathSkadden, Swaine Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Subsidiary Guarantors agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyCompany and the Subsidiary Guarantors, at a purchase price of U.S.$97.25 per share 98.424% of the principal amount thereof plus accumulated dividends accrued interest from November 18January 13, 2003 2006 to the First Closing Date the respective numbers principal amounts of shares of Firm Securities the Offered Securities, together with the related Guarantees, set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities and the Guarantees in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation Underwriters specified by the Company, at the office of Cravath9:00 A.M., Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18January 13, 2003 2006, or at such other time not later than seven full business days thereafter as Xxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathXxxxx Xxxxx L.L.P., Swaine & One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx LLP 00000 at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe Purchaser, and each Underwriter agrees, severally and not jointly, the Purchaser agrees to purchase from the Company, at a purchase price of U.S.$97.25 $945.75 per share Unit plus accumulated dividends accrued interest from November 18March 22, 2003 2010, to the First Closing Date the respective numbers (as hereinafter defined), 310,000 number of shares of Firm Securities set forth opposite the names of the several Underwriters in Schedule A heretoUnits. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusFinal Offering Circular. Payment for the Firm Offered Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Purchaser drawn to the order of Chesapeake Energy Corporation the Company at the office of Cravath, Swaine Xxxxx & Xxxxx XxXxxxxx LLP at 10:00 A.M. (New York time), on November 18March 22, 2003 2010, or at such other time not later than seven full business days thereafter as Xxxxxx that the Purchaser and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP office at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 98.75% of the principal amount thereof plus accumulated dividends accrued interest from November 18August 11, 2003 2017, to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on August 11, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2017, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchaser, and each Underwriter agrees, severally and not jointly, the Purchaser agrees to purchase from the Company, the Offered Securities at a purchase price of U.S.$97.25 per share 40.67863% of the principal amount thereof plus accumulated dividends accrued amortization from November 18, 2003 the date hereof to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto(as hereinafter defined). The Company will deliver against payment of the purchase price the Firm Offered Securities to be purchased by the Purchaser hereunder in the form of one or more permanent global securities in definitive form without interest coupons (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The the Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. The Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Offering Document. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, DTC except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Purchaser by the Company at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Purchaser drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxxxx Xxxxxxx & Xxxxxxxx, Swaine & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M. (New York time), on November 18January 15, 2003 1998, or at such other time not later than seven full business days thereafter as Xxxxxx the Purchaser and the Company determine, such time being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging inspection at the above offices of Cravath, Swaine & Xxxxx LLP office at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 99.996%% of the principal amount thereof plus accumulated dividends accrued interest from November 18March 14, 2003 2007 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository the Depositary Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Underwriters drawn to the order of Chesapeake Energy Corporation the Company, at the office of CravathXxxxxx & Xxxxxxx LLP, Swaine & 000 Xxxxx LLP Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 10:00 A.M. A.M., (New York time), on November 18March 14, 2003 2007, or at such other time not later than seven full business days thereafter as Xxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date Company the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A heretohereto (which shall be in minimum denominations of $2,000 and an integral multiple of $1,000 in excess thereof) at a purchase price of (i) in the case of the 2025 Notes, 100.25% of the principal amount of the 2025 Notes, plus accrued and unpaid interest, if any, from July 15, 2017 to the Closing Date (as hereinafter defined) and (ii) in the case of the 2027 Notes, 98.75% of the principal amount of the 2027 Notes, plus accrued and unpaid interest, if any, from June 6, 2017 to the Closing Date. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Documents. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. Xxxxxxx & Co. LLC (“XxxxxxXxxxxx Xxxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office offices of CravathXxxxx Xxxxx L.L.P., Swaine & Xxxxx LLP New York, New York, at 10:00 A.M. (New York time), on November 18October 12, 2003 2017 or at such other time not later than seven full business days thereafter as Xxxxxx Xxxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP office at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. (b) The Company understands that the Purchasers intend to offer the Offered Securities for resale on the terms set forth in the Time of Sale Information. Each Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company and the Subsidiary Guarantors that: (i) it is a “qualified institutional buyer” (“QIB”), as defined in Rule 144A under the Securities Act, and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Offered Securities as part of their initial offering except (x) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Offered Securities is aware that such sale is being made in reliance on Rule 144A or (y) in accordance with the restrictions set forth in Exhibit C hereto. (c) Each Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Purchasers pursuant to Sections 5(c) and 5(f), counsel for the Company and counsel for the Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Purchasers, and compliance by the Purchasers with their agreements, contained in paragraph (b) above, and each Purchaser hereby consents to such reliance.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company [and the Subsidiary Guarantors] agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyCompany [and the Subsidiary Guarantors], at a purchase price of U.S.$97.25 per share % of the principal amount thereof plus accumulated dividends accrued interest from November 18, 2003 20 to the First Closing Date the respective numbers principal amounts of shares of Firm Securities the Offered Securities[, together with the related Guarantees,] set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities [and the Guarantees] in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank reasonably acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation Underwriters specified by the Company, at the office of Cravath9:00 A.M., Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18, 2003 20 , or at such other time not later than seven full business days thereafter as Xxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathXxxxx Xxxxx L.L.P., Swaine & One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx LLP 00000 at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Initial Purchasers, and each Underwriter agreesthe Initial Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 95.941% of the principal amount thereof plus accumulated dividends accrued interest from November 1830, 2003 2005 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Securities set forth opposite the names of the several Underwriters Initial Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFB drawn to the order of Chesapeake Energy Corporation the Company at the office of Cravath, Swaine & Xxxxx LLP Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, N.Y. 10019 at 10:00 0:00 A.M. (New York time), on November 18xx Xxxxxxxx 00, 2003 or at such other 0000, xx xx xxxx xxxxx time not later than seven full business days thereafter as Xxxxxx CSFB and the Company determine, such time being herein referred to as the “First Closing Date”"CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx Moore LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 1895.675% of the principal amount thereof, 2003 to the First Closing Date the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. ---------- The Company will deliver against payment of the purchase price therefor the Firm Offered Securities in the form of one or more permanent global securities Offered Securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation CSFBC at the office of CravathXxxxxx Xxxxxx & Xxxxxxx, Swaine & Xxxxx LLP 00 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M. (New York City time), on November 18August 1, 2003 2000, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time date being herein referred to as the “First "Closing Date”, ," against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing repre- senting all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Xxxxxx Xxxxxx & Xxxxx LLP Xxxxxxx at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company Holdings agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the CompanyHoldings, at a purchase price of U.S.$97.25 per share 97.00% of the principal amount thereof plus accumulated dividends accrued interest from November 1817, 2003 2009 to the First Closing Date (as hereinafter defined), the respective numbers of shares principal amounts of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company Holdings will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time), Representatives on November 1817, 2003 2009, or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company Holdings determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm SecuritiesOffered Securities at the office of Cravath, Swaine & Xxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on such date. The Global Securities will be made available for checking at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx the Representatives given to the Company Holdings from time to time not more than 30 13 days subsequent to the date of this Agreementthe Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Security Securities (including any accumulated dividends accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company Holdings agrees to sell to the Underwriters the number principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx the Representatives to the CompanyHoldings. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters Representatives but shall be not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company Holdings will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) Securities deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such the Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn the Representatives on the Optional Closing Date against delivery to the order Trustee as custodian for DTC of Chesapeake Energy Corporation the Global Securities representing all of the Optional Securities at the office of Cravath, Swaine & Xxxxx LLP LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such least 24 hours prior to the Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 95.00% of the principal amount thereof plus accumulated dividends accrued interest from November 18July 30, 2003 2007 to the First Closing Date (as hereinafter defined) the respective numbers of shares of Firm Securities principal amounts set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “Global SecuritiesOfferedGlobalSecurities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) Credit Suisse drawn to the order of Chesapeake Evergreen Energy Corporation Inc. at the office of CravathXxxxx Xxxx & Xxxxxxxx, Swaine & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. (New York time), on November 18July 30, 2003 2007, or at such other time not later than seven four full business days thereafter as Xxxxxx Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Offered Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Offered Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Xxxxx Xxxx & Xxxxx LLP Xxxxxxxx at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of U.S.$97.25 per share 97.01% of the principal amount thereof plus accumulated dividends accrued interest from November 1822, 2003 2005 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Securities Notes set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company Issuer will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFB drawn to the order of Chesapeake Energy Corporation the Issuer at the office of CravathStikeman Elliott LLP, Swaine & Xxxxx LLP 4000 Xxxxxxx Xxxx Xxxx, 000-0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx, Xxxxxx at 10:00 9:00 A.M. (New York time), on November 1822, 2003 2005, or at such other time not later than seven full business days thereafter as Xxxxxx CSFB and the Company Issuer determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing DateNotes. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx Stikeman Elliott LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 99.00% of the principal amount thereof plus accumulated dividends accrued interest from November 18August 10, 2003 2020, to the First Closing Date Date, the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on August 10, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2020, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP Mxxxx LLP, 800 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx Mxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share % of the principal amount thereof plus accumulated dividends accrued interest from November 18, 2003 to the First Closing Date (as hereinafter defined), the respective numbers entire principal amount of shares of Firm Offered Securities as set forth opposite the names of the several Underwriters in on Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-book entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters Underwriter in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFBC drawn to the order of Chesapeake Energy Corporation the Company at the office of Cravath, Swaine Xxxxxxxxxx & Xxxxx LLP LLP, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. a.m. (New York time), on November 18March __, 2003 2001 or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Xxxxxxxxxx & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 100% of the principal amount thereof plus accumulated dividends accrued interest from November 18September 29, 2003 1999, to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Dollar Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto and, at a purchase price of 100% of the principal amount thereof plus accrued interest from September 29, 1999, to the Closing Date, the respective principal amounts of the Euro Securities set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFBC drawn to the order of Chesapeake Energy Corporation Weight Watchers International, Inc. at the office of CravathXxxxxxx Xxxxxxx & Xxxxxxxx, Swaine & Xxxxx LLP 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 9:00 A.M. (New York time), on November 18September 29, 2003 1999, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathXxxxxxx, Swaine Xxxxxxxx & Xxxxx LLP Xxxxxxxx at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 $24.2125 per share plus accumulated dividends from November 18share, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names of the several Underwriters in Schedule SCHEDULE A hereto. The Company will deliver against payment of the purchase price Purchase Price the Firm Securities to CSFB in the form of one or more permanent global securities in definitive form (the “Firm Global Securities”) deposited with UMB Bank, N.A. (“UMB”), as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global certificate will be held only in book-entry form from through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFB drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP Company at 10:00 A.M. (A.M., New York time), on November 18December 11, 2003 2003, or at such other time not later than seven full business days thereafter as Xxxxxx CSFB and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to UMB as custodian of securities for DTC of all the Global Offered Securities representing all of the Firm Securitiessold pursuant hereto. In addition, upon written notice from Xxxxxx CSFB given to the Company from time to time not more than 30 days subsequent to the date of this Agreementthe Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) share to be paid for the Firm Securities, plus accrued dividends thereon, if any, from December 11, 2003. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by Xxxxxx CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale Credit Suisse First Boston LLC November 24, 2003 Page 11 of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFB to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters CSFB but shall be not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx CSFB drawn to the order of Chesapeake Energy Corporation at the office of CravathCompany, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each UnderwriterCSFB, and each Underwriter agrees, severally and not jointly, CSFB agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 1897.5% of the principal amount thereof, 2003 to the First Closing Date the respective numbers of shares U.S.$75,000,000 principal amount of Firm Securities set forth opposite the names of the several Underwriters in Schedule A heretoSecurities. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “"Firm Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Securities shall be made by the Underwriters CSFB in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation CSFB at the office of Cravath9:30 A.M., Swaine & Xxxxx LLP at 10:00 A.M. (New York City time), on November 18July 14, 2003 2003, or at such other time not later than seven full business days thereafter as Xxxxxx CSFB and the Company determine, such time being herein referred to as the “"First Closing Date”", against delivery to UMB the Trustee as custodian for DTC of (i) the Firm Global Securities representing all of the Firm Securities. The closing will take place at the office of Xxxxx Xxxx & Xxxxxxxx, The Hong Xxxx Xxxx Xxxxxxxx, 0X Xxxxxx Xxxx, Xxxx Xxxx. The Firm Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx CSFB given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters CSFB may purchase all or less than all of the Optional Securities at the purchase price per principal amount of Offered Security Securities (including any accumulated dividends accrued interest thereon to the related Optional Closing Date, as hereinafter defined) to be paid for the Firm Securities. The Company agrees to sell to CSFB the Underwriters the number principal amount of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, CSFB agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFB to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “the "Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Xxxxxx on behalf of the several Underwriters CSFB but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “"Optional Global Security”") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters CSFB in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of CravathCSFB, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global CSFB will not exercise the right to purchase Optional Securities or sell Optional Securities on or after the thirteenth (13/th/) day after the day of delivery of the Firm Securities in a way which will be made available for checking and packaging at create more than a de-minimis amount of original issue discount under the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance Code to holders of such Optional Closing Datesecurities.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchaser, and each Underwriter agrees, severally and not jointly, the Purchaser agrees to purchase from the Company, U.S.$850,000,000, principal amount at maturity of Firm Securities at a purchase price of U.S.$97.25 $344.0687 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto$1,000 principal amount at maturity thereof. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities Debentures in definitive form (the “"Firm Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Global Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Purchaser drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxx, Swaine Xxxxxxx & Xxxxx LLP Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, at 10:00 A.M. (A.M., New York time), on November 18March 22, 2003 1999, or at such other time not later than seven full business days thereafter as Xxxxxx the Purchaser and the Company determine, such time being herein referred to as the “"First Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The certificates representing the Firm Global Securities will be made available for checking at the office of CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx the Purchaser given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters Purchaser may purchase all or less than all of up to U.S.$280,000,000 principal amount at maturity of the Optional Securities at the a purchase price of $344.0687 per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities$1,000 principal amount at maturity thereof. The Company agrees to sell to the Underwriters Purchaser the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time (during the 30 day period set forth above) and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx the Purchaser to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “the "Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by Xxxxxx on behalf of the several Underwriters Purchaser but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities Securities in definitive form (each, an “"Optional Global Security”") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx the Purchaser drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date Company against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the CompanyCompany the Offered Securities, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 1898.491% of the principal amount thereof, 2003 to the First Closing Date the respective numbers principal amount of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. In addition, the Underwriters shall make a payment to the Company in an amount equal to $250,000 in respect of certain expenses incurred by the Company in connection with the offering of the Offered Securities (the “Reimbursement Amount”). The Company will deliver against payment of the purchase price and the Firm Reimbursement Amount the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by each Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent the Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Firm Offered Securities and the Reimbursement Amount shall be made by the Underwriters Representatives in a single combined payment, in Federal (same day) funds funds, by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Representatives drawn to the order of Chesapeake Energy Corporation at the office of CravathCompany, Swaine & Xxxxx LLP at 10:00 A.M. a.m., (New York time), on November 18July 22, 2003 2021, or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine Xxxxxx & Xxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 98.809% of the principal amount thereof plus accumulated dividends accrued interest, if any, from November 18September 28, 2003 2001 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFBC drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathAkin, Swaine Gump, Strxxxx, Xauxx & Xxxxx LLP Felx, X.L.P. at 10:00 A.M. 8:00 A.M., (New York time), on November 18September 28, 2003 2001, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, the Underwriters and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 98.50% of the principal amount thereof plus accumulated dividends accrued interest from November 18July 14, 2003 2017 to the First Closing Date Date, the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment Payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment delivery for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office offices of Cravaththe Company at 9:00 a.m., Swaine & Xxxxx LLP at 10:00 A.M. (New York City time), on November 18July 14, 2003 2017, or at such other time and date not later than seven full five business days thereafter as Xxxxxx the Underwriters and the Company determineshall agree upon, such time and date being herein referred to as the “First Closing Date”.” As used herein, against delivery to UMB as custodian “business day” means a day on which the Nasdaq Global Select Market is open for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time trading and on which banks in New York are open for business and are not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all permitted by law or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) executive order to be paid closed. Payment for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Offered Securities shall be purchased from made by wire transfer in immediately available funds to the accounts specified by the Company to the Representatives against delivery of the Offered Securities to the Representatives through the facilities of The Depositary Trust Company (“DTC”), for the account of each Underwriter in the same proportion as Underwriters. Concurrently, the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears Company shall deliver to the total number of Firm Trustee as custodian for DTC, one or more global notes representing the Offered Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by collectively, the Underwriters only for the purpose of covering over-allotments made “Global Note”), with any transfer taxes payable in connection with the sale of the Firm Securities. No Optional Offered Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice duly paid by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On 2.On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date Company the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A heretohereto (which shall be in minimum denominations of $2,000 and an integral multiple of $1,000 in excess thereof) at a purchase price of 97.522% of the principal amount thereof, plus accrued interest from December 20, 2016 to the Closing Date (as hereinafter defined). The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Documents. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Deutsche Bank Securities Inc. (“XxxxxxDB”) drawn to the order of Chesapeake Energy Corporation at the office offices of CravathXxxxx Xxxxx L.L.P., Swaine & Xxxxx LLP New York, New York, at 10:00 A.M. (New York time), on November 18December 20, 2003 2016 or at such other time not later than seven full business days thereafter as Xxxxxx DB and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP office at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 98.854% of the principal amount thereof plus accumulated dividends accrued interest from November 18December 12, 2003 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made to the Company by the Underwriters in Federal (same day) funds by wire transfer to an account of the Company at a bank acceptable to Xxxxxx Brothers Inc. Credit Suisse First Boston LLC (“Xxxxxx”"CSFB") drawn to the order of Chesapeake Energy Corporation at the office of Cravathon December 12, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2003, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx CSFB and the Company determine, such time being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The closing shall take place at the offices of Lord, Bissell & Brook LLP, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or such other place as the Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters Representatives may agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathLord, Swaine Bissell & Xxxxx Brook LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, (i) the 2026 Notes at a purchase price of U.S.$97.25 per share 103.375% of the principal amount thereof plus accumulated dividends accrued interest from November 18September 15, 2003 2016 to the First Closing Date and (ii) the 2027 Notes at a purchase price of 100.125% of the principal amount thereof plus accrued interest from February 15, 2017 to the Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on February 27, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2017, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share 95.875% of the principal amount thereof, plus accumulated dividends accrued interest from November 18May 15, 2003 2007 to the First Closing Date (as hereinafter defined) all of the respective numbers of shares principal amount of Firm Securities set forth opposite the names of the several Underwriters in Schedule A heretoSecurities. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Securities shall be made by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Underwriter drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18August 14, 2003 2007 or at such other time not later than seven full business days thereafter as Xxxxxx the Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Global Securities will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx the Underwriter given to the Company from time to time not more than 30 13 days subsequent to the date of this Agreementthe Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm SecuritiesSecurities (including any accumulated interest thereon from May 15, 2007 to the related Closing Date). The Company agrees to sell to the Underwriters Underwriter the number principal amount of Optional Securities specified in such notice (which shall be an integral multiple of $1,000 in aggregate principal amount) and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx the Underwriter to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters Underwriter but shall be not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx the Underwriter drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 99.0% of the principal amount thereof plus accumulated dividends accrued interest from November 18October 30, 2003 2018, to the First Closing Date Date, the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on October 30, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2018, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share ___% of the principal amount thereof plus accumulated dividends accrued interest from November 18___________________, 2003 if any, to the First Closing Date Date, the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “"U.S. Firm Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks [or wire transfer to an account previously designated to Credit Suisse First Boston Corporation ("CSFBC") by the Company at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFBC drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxx Xxxxxxxxxx, Swaine & Xxxxx LLP 1301 Avenue of the Americas, at 10:00 A.M. 10 A.M., (New York time), on November 18________, 2003 1997, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the U.S. Firm Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to For purposes of Rule 15c6-1 under the Company from time to time not more than 30 days subsequent to the date of this AgreementExchange Act, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (if later than the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), otherwise applicable settlement date) shall be determined by Xxxxxx on behalf the settlement date for payment of funds and delivery of securities for all the several Underwriters but shall not be later than seven full business days after written notice of election Offered Securities sold pursuant to purchase Optional Securities is giventhe Offering. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The U.S. Firm Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP CSFBC at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 99.00% of the principal amount thereof plus accumulated dividends accrued interest from November 18February 25, 2003 2020, to the First Closing Date Date, the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on February 25, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2020, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP Mxxxx LLP, 800 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx Mxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date Company the respective numbers of shares principal amounts of Firm Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A heretohereto (which shall be an integral multiple of $1,000 in aggregate principal amount) at a purchase price of 99.0% of the principal amount thereof, plus accrued interest from October 5, 2016 to the First Closing Date (as hereinafter defined). The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Documents. Payment for the Firm Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. Xxxxxxx, Xxxxx & Co. (“XxxxxxGS”) drawn to the order of Chesapeake Energy Corporation at the office offices of CravathXxxxx Xxxxx L.L.P., Swaine & Xxxxx LLP New York, New York, at 10:00 A.M. (New York time), on November 18October 5, 2003 2016 or at such other time not later than seven full business days thereafter as Xxxxxx GS and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. The Global Securities will be made available for checking at the above office at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx GS given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the same price as the purchase price per Offered Security to be paid for the Firm Securities (including any accumulated dividends interest thereon to the related Optional Closing Date) to be paid for the Firm Securities). The Company agrees to sell to the Underwriters Purchasers the number principal amount of Optional Securities specified in such notice (which shall be an integral multiple of $1,000 in aggregate principal amount) and the Underwriters agreeeach Purchaser agrees, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of Firm Securities set forth opposite such UnderwriterPurchaser’s name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx GS to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities). No Optional Securities shall be sold or delivered unless all of the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx GS to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx GS on behalf of the several Underwriters Purchasers but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Purchasers in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx GS drawn to the order of Chesapeake Energy Corporation at the office offices of CravathXxxxx Xxxxx L.L.P., Swaine & Xxxxx LLP New York, New York, at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB the Trustee as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP Xxxxx L.L.P. at a reasonable time in advance of such Optional Closing Date. (b) The Company understands that the Purchasers intend to offer the Offered Securities for resale on the terms set forth in the Time of Sale Information. Each Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company and the Subsidiary Guarantors that: (i) it is a “qualified institutional buyer” (“QIB”), as defined in Rule 144A under the Securities Act, and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Offered Securities as part of their initial offering except within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Offered Securities is aware that such sale is being made in reliance on Rule 144A. (c) Each Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered to the Purchasers pursuant to Sections 5(c) and 5(f), counsel for the Company and counsel for the Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Purchasers, and compliance by the Purchasers with their agreements, contained in paragraph (b) above, and each Purchaser hereby consents to such reliance.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 97.75% of the principal amount thereof plus accumulated dividends accrued interest (if any) from November 18April 20, 2003 2001 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “"Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentatives on April 20, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2001, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company determine, such time being herein referred to as the “First "Closing Date”", against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, the Purchasers and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share 97% of the principal amount thereof, plus accumulated dividends accrued interest from November 18February 15, 2003 2002 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of the Firm Securities set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Securities to CSFBC for the accounts of the Purchasers in the form of one or more permanent global securities in definitive form (the “Global Securities”"FIRM GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by by, at the Company's option, official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFBC drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxxx Godward LLP, Swaine & Xxxxx LLP San Diego, at 10:00 A.M. (New York time), on November 18February 15, 2003 2002, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE", against delivery to UMB the Trustee as custodian for DTC of the Firm Global Securities representing all of the Firm Securities. The Firm Global Securities will be made available for checking at the above office of CSFBC at least 24 hours prior to the First Closing Date. In addition, upon written notice from Xxxxxx CSFBC given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters Purchasers may purchase all or less than all of the Optional Securities at the a purchase price per of 97% of the principal amount of Offered Security Securities (including any accumulated dividends accrued interest thereon to the related Optional Closing Date) to be paid for the Firm Securities, defined below). The Company agrees to sell to the Underwriters Purchasers the number principal amount of Optional Securities specified in such notice and the Underwriters Purchasers agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter Purchaser in the same proportion as the number principal amount of the Firm Securities set forth opposite such Underwriter’s Purchaser's name in Schedule A hereto bears to the total number principal amount of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing the "OPTIONAL CLOSING Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by Xxxxxx CSFBC on behalf of the several Underwriters Purchasers but shall not be earlier than two nor later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”the "OPTIONAL GLOBAL SECURITIES") deposited with UMB the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such the Optional Securities being purchased on each Optional Closing Date shall be made by the Underwriters Purchasers in Federal (same day) funds by, at the option of the Company, official check or checks or by wire transfer to an account at a bank acceptable to Xxxxxx CSFBC drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxxx Godward LLP, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date San Diego, against delivery to UMB the Trustee as custodian Custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and each of the Guarantors agree, jointly and severally, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Guarantors, at a purchase price of U.S.$97.25 per share [ ]% of the principal amount thereof plus accumulated dividends accrued interest from November 18[ ], 2003 2002 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities notes in definitive form (the “"Offered Global Securities”") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account of the Company at a bank acceptable to Xxxxxx Brothers Inc. Credit Suisse First Boston Corporation (“Xxxxxx”"CSFBC") drawn to the order of Chesapeake Energy Corporation the Company at the office of Cravath, Swaine & Xxxxx Xxxxxxxxxx LLP at 10:00 A.M. A.M., (New York time), on November 18[ ], 2003 2002, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC, the Company and the Company Guarantors determine, such time being herein referred to as the “First "Closing Date”, ," against delivery to UMB the Trustee, as custodian for DTC DTC, of the Offered Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Offered Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx Xxxxxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, Company at a purchase price of U.S.$97.25 per share [•]% of the principal amount thereof plus accumulated dividends accrued interest, if any, from November 18[•], 2003 2013 to the First Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price for the Firm Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by such Underwriter in the form of one or more permanent global securities in definitive registered form without interest coupons (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent the Global Securities will be held only in book-book- entry form through DTC, except in the limited circumstances described in the Disclosure Package and the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Underwriters drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP Company at 10:00 A.M. A.M., (New York time), on November 18[•], 2003 2013, or at such other time not later than seven full business days thereafter as Xxxxxx the Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathXxxxxx & Xxxxxxx LLP, Swaine & 000 Xxxxx LLP Xxxxxx, Xxx Xxxx, XX 00000, at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, the Underwriters agree to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names 98.375% of the several Underwriters in Schedule A heretoface amount thereof, U.S. $775,000,000 principal amount of the Offered Securities. The Company will deliver against payment of the purchase price the Firm Offered Securities to or as instructed by the Representatives in the form of one or more permanent global securities Offered Securities in definitive registered form (the “Global Securities”) without interest coupons deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Offered Securities will be held only in book-book entry form through DTC, DTC except in the limited circumstances described in the Final Prospectus. Payment for the Firm Offered Securities (the “Closing”) shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) Credit Suisse drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxx Lovells US LLP, Swaine & One Xxxxx LLP Center, Suite 1500, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, at 10:00 A.M. 9:00 a.m. (New York time), on November 18March 11, 2003 2014, or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per global Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees Offered Securities so to sell to the Underwriters the number be delivered or evidence of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities their issuance will be made available for checking and packaging at least 24 hours prior to the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, (i) at a purchase price of U.S.$97.25 per share 99.650% of the principal amount thereof plus accumulated dividends accrued interest from November 18September 26, 2003 2005 to the First Closing Date (as hereinafter defined) the respective numbers principal amounts of shares of Firm Securities the Floating Rate Notes set forth opposite the names of the several Underwriters in Schedule A hereto and (ii) at a purchase price of 98.912% of the principal amount thereof plus accrued interest from September 26, 2005 to the Closing Date (as hereinafter defined) the respective principal amounts of the 5.25% Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price of the Firm Offered Securities in the form of one or more permanent global securities in definitive form Securities (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (the “DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal federal (same day) funds funds, by official bank check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) the Representatives drawn to the order of Chesapeake Energy Corporation Washington Mutual, Inc. at the their office of Cravathat 10 A.M., Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18September 26, 2003 2005, or at such other time not later than seven full business days thereafter as Xxxxxx the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of CravathXxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Swaine & Xxxxx LLP Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time), on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account respective aggregate principal amount of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name the names of the respective Underwriters in Schedule A hereto bears at a price equal to 97% of the aggregate principal amount thereof (the “Purchase Price”). The Representative hereby advises the Company that the Representative intends to offer for sale to the total number of Firm public, initially on the terms set forth in the Pricing Prospectus, the Securities as soon after this Agreement has been executed and the Representative has determined is advisable and practicable. The Company will deliver to the Underwriters one or more certificates representing the Securities (subject to adjustment by Xxxxxx to eliminate fractions) collectively, the “Global Note”), as the case may be, in definitive form registered in such names and denominations as the Representative may be purchased request against payment by the Underwriters only for of the purpose of covering over-allotments made purchase price therefor by wire transfer in federal (same day) funds to such bank account or accounts as the Company shall designate to the Representative at least two business days prior to the Closing Date, with any transfer or similar taxes payable in connection with the sale and delivery of certificates or security entitlements for the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice duly paid by Xxxxxx to the Company. Each time The Global Note in definitive form shall be made available to the Underwriters for inspection at the delivery New York City offices of Xxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and payment for the Optional Securities, being herein referred to as an “Optional Representative) not later than 10:00 a.m. (New York City time) one business day immediately preceding the Closing Date”, which may . Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx or on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company, with the Depository Trust Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global SecurityDTC”) deposited with UMB as or its designated custodian for DTC and registered in the name of Cede & Co., as nominee Co. The date and time for DTC. Payment delivery of and payment for such Optional the Securities shall be made by is herein called the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional “Closing Date.” Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Representative hereunder. The several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 $24.3347 per share plus accumulated dividends from November 18share, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price Purchase Price the Firm Securities to CSFB in the form of one or more permanent global securities in definitive form (the “Firm Global Securities”) deposited with UMB Bank, N.A. (“UMB”), as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities global certificate will be held only in book-entry form from through DTC, except in the limited circumstances described in the Prospectus. Payment for the Firm Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) CSFB drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP Company at 10:00 A.M. (A.M., New York time), on November 18April 27, 2003 2004, or at such other time not later than seven full business days thereafter as Xxxxxx CSFB and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Credit Suisse First Boston LLC A.X. Xxxxxxx & Sons, against Inc. April 22, 2004 Page 11 Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery to UMB as custodian of securities for DTC of all the Global Offered Securities representing all of the Firm Securitiessold pursuant hereto. In addition, upon written notice from Xxxxxx CSFB given to the Company from time to time not more than 30 days subsequent to the date of this Agreementthe Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) share to be paid for the Firm Securities, plus accrued dividends thereon, if any, from April 27, 2004. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by Xxxxxx CSFB to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx CSFB to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters CSFB but shall be not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx CSFB drawn to the order of Chesapeake Energy Corporation at the office of CravathCompany, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, (i) the 2025 Notes at a purchase price of U.S.$97.25 per share 98.75% of the principal amount thereof plus accumulated dividends accrued interest from November 18September 22, 2003 2017 to the First Closing Date and (ii) the 2028 Notes at a purchase price of 99.00% of the principal amount thereof plus accrued interest from August 11, 2017 to the Closing Date (as hereinafter defined), the respective numbers principal amounts of shares of Firm Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Global Securities in definitive form (the “Global Securities”) deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusGeneral Disclosure Package. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation at the office of CravathRepresentative on September 22, Swaine & Xxxxx LLP at 10:00 A.M. (New York time)2017, on November 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx the Representative and the Company determine, such time being herein referred to as the “First Closing Date”, against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Offered Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Datedate. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Issuers severally and jointly agree to sell to each Underwriterthe Purchasers, and each Underwriter agreesthe Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of U.S.$97.25 per share 94.237195% of the principal amount thereof plus accumulated dividends accrued interest from November 18May 1, 2003 2002 to the First Closing Date (as defined below), the respective numbers of shares of Firm Securities principal amounts set forth opposite the names of the several Underwriters Purchasers in Schedule A hereto. The Company Issuers will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities Securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Document. Payment for the Firm Offered Securities shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) account drawn to the order of Chesapeake Energy ON Semiconductor Corporation or as the Company may direct at the office of CravathCleary, Swaine Gottlieb, Xxxxx & Xxxxx LLP Xxxxxxxx ("CGSH"), One Liberty Plaza, New York, NY 10006 at 10:00 A.M. (New York time), on November 18May 6, 2003 2002, or at such other time not later than seven full business days thereafter as Xxxxxx CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”, "CLOSING DATE," against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices office of Cravath, Swaine & Xxxxx LLP CGSH at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$97.25 per share (i) 99.3005% of the principal amount of the 4.00% Notes and (ii) 98.9870% of the principal amount of the 5.25% Notes, plus accumulated dividends in each case accrued interest from November March 18, 2003 2004 to the First Closing Date (as hereinafter defined) in the respective numbers principal amounts of shares of Firm the Offered Securities set forth opposite the names of the several Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price the Firm Offered Securities in the form of one or more permanent global securities in definitive form (the “Global Securities”"GLOBAL SECURITIES") deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Final Prospectus. Payment for the Firm Offered Securities shall be made by the Underwriters in Federal federal (same day) funds by wire transfer to an account previously designated by the Company for such purpose at a bank reasonably acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) drawn to the order of Chesapeake Energy Corporation Representatives at the office of Cravath, Swaine & Xxxxx LLP at 10:00 10:30 A.M. (New York City time), on November March 18, 2003 or at such other time not later than seven full business days thereafter as Xxxxxx and the Company determine2004, such time being herein referred to as the “First Closing Date”, "CLOSING DATE," against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Offered Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at the above offices of CravathSkadden, Swaine Arps, Slate, Meagher & Xxxxx Flom LLP at a reasonable time in advance of such Optional not later than 2:00 p.m., New York City time, on thx Xxxxxess Xxx prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at a purchase price of U.S.$97.25 per share plus accumulated dividends from November 18, 2003 to the First Closing Date the respective numbers of shares of Firm Securities set forth opposite the names 103.125% of the several Underwriters in Schedule A heretoface amount thereof, U.S.$150,000,000 principal amount of the Securities. The Company will deliver against payment of the purchase price the Firm Offered Securities to or as instructed by Credit Suisse in the form of one or more permanent global securities Offered Securities in definitive registered form (the “Global Securities”) without interest coupons deposited with UMB Bank, N.A. (“UMB”), the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global global Offered Securities will be held only in book-book entry form through DTC, DTC except in the limited circumstances described in the Final Prospectus. Payment for the Firm Offered Securities (the “Closing”) shall be made by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx Brothers Inc. (“Xxxxxx”) Credit Suisse drawn to the order of Chesapeake Energy Corporation the Company at the office of CravathXxxxx Lovells US LLP, Swaine & One Xxxxx LLP Center, Suite 1500, 0000 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000, at 10:00 A.M. 9:00 a.m. (New York time), on November 18January 7, 2003 2011, or at such other time not later than seven full business days thereafter as Xxxxxx Credit Suisse and the Company determine, such time being herein referred to as the “First Closing Date”, ,” against delivery to UMB the Trustee as custodian for DTC of the Global Securities representing all of the Firm Securities. In addition, upon written notice from Xxxxxx given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per global Offered Security (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the total number of Firm Securities (subject to adjustment by Xxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by Xxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by Xxxxxx on behalf of the several Underwriters but shall not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver against payment of the purchase price the Optional Securities being purchased on each Optional Closing Date in the form of one or more permanent global securities in definitive form (each, an “Optional Global Security”) deposited with UMB as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to Xxxxxx drawn to the order of Chesapeake Energy Corporation at the office of Cravath, Swaine & Xxxxx LLP at 10:00 A.M. (New York time) on the Optional Closing Date against delivery to UMB as custodian for DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. The Global Securities will be made available for checking and packaging at least 24 hours prior to the above offices of Cravath, Swaine & Xxxxx LLP at a reasonable time in advance of such Optional Closing Date.