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EXHIBIT 4.10
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 to the Registration Rights Agreement ("AMENDMENT NO.
1") is made and entered this 22nd day of December, 1997 by and among Chesapeake
Energy Corporation, an Oklahoma corporation (the "COMPANY") and Xxxxxxx X.
Xxxxxxxx (the "SHAREHOLDER").
RECITALS:
WHEREAS, on October 22, 1997, the Company, Chesapeake Merger Corp., an
Oklahoma corporation and an indirect wholly owned subsidiary of the Company, and
DLB Oil & Gas, Inc. ("DLB") entered into an Agreement and Plan of Merger (the
"MERGER AGREEMENT") providing for the merger of Merger Sub with and into DLB
(the "MERGER"); and
WHEREAS, on December 22, 1997, the Company, Chesapeake Merger Corp. and DLB
have entered into Amendment No. 1 to the Merger Agreement which provides for,
among other things, an amendment to the Registration Rights Agreement (as
defined below); and
WHEREAS, on October 22, 1997, in connection with the Merger, the parties
entered into a Registration Rights Agreement (the "REGISTRATION RIGHTS
AGREEMENT") whereby the Company agreed to grant to the Shareholder certain
registration rights in connection with the shares of DLB Common Stock the
Shareholder is expected to receive as a result of the Merger; and
WHEREAS, on November 12, 1997, the Company, Chesapeake Acquisition Corp., a
Kansas corporation and an indirect wholly owned subsidiary of the Company, and
Hugoton Energy Corporation, a Kansas corporation ("HUGOTON"), entered into an
Agreement and Plan of Merger providing for, among other things, the merger of
CHK Acquisition Corp. with and into Hugoton (the "HUGOTON MERGER") and in
connection therewith, the issuance of 1.3 shares of common stock of the Company
for each issued and outstanding share of common stock of Hugoton; and
WHEREAS, pursuant to Section 4 of the Registration Rights Agreement the
parties now mutually desire to amend the Registration Rights Agreement as set
forth below;
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein and in the Registration
Rights Agreement, the parties hereto, intending to be legally bound, agree as
follows:
1. SECTION 2.1(c) of the Registration Rights Agreement shall be amended in
its entirety to read as follows:
(c) COMPANY UNDERTAKING REGARDING DEMAND REGISTRATION. The Company
will use its Commercially Reasonable Efforts to promptly prepare and file
with the SEC a shelf registration statement for the Shares in respect of
which the Notice of Demand is given, as provided in this Section 2.1. Such
shelf registration statement shall relate to the offer and sale of the
Shares in respect of which the Notice of Demand is given in accordance with
the methods of distribution to be set forth in such registration statement
as directed by the Shareholder. The Company further agrees to use its
Commercially Reasonable Efforts to take all steps necessary or appropriate
so that such registration statement can be declared effective promptly
after the Effective Time and, subject to the terms of Section 2.3, to keep
it continuously effective in order to permit the prospectus forming a part
thereof to be used by the Shareholder until the first to occur of (i) the
expiration of (a) 90 days after the Effective Time or (b) 30 days after the
effective time of the Hugoton Merger, whichever occurs later, or (ii) the
date that the Shareholder sells or transfers all of the Shares subject to
such registration statement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be signed by their duly authorized representatives as of the day and year first
above written.
SHAREHOLDER CHESAPEAKE ENERGY CORPORATION
By: /s/ XXXXXXX X. XXXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
Senior Vice President -- Finance and
Chief Financial Officer
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