EXHIBIT 2.2
CHESAPEAKE ENERGY CORPORATION
0000 X. Xxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
April 19, 2002
Xxx Xxxxxxx
000 X. Xxxxxxxx, Xxxxx 0000X
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Xxxx Xxxxxx
000 X. Xxxxxxxx, Xxxxx 0000X
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Re: Goodwill Protection Agreement
Dear Xxx and Xxxx:
The purposes of this letter is to set forth our agreement relating to each
of your Goodwill Protection Agreements to be entered into in connection with the
closing of that certain Agreement and Plan of Merger among Canaan Energy
Corporation, CHK Acquisition, Inc. and Chesapeake Energy Corporation dated April
19, 2002 ("Merger Agreement"). Capitalized terms used herein have the same
meaning as set forth in the Merger Agreement.
Schedule 5.9.1 to the Canaan Disclosure Schedule sets forth the summary of
severance related arrangements. This letter will document our agreement that if
for any reason the total of all actual severance payments made as set forth in
such schedule exceeds $5,556,878.00, the last installments of the payments
payable to you under the Goodwill Protection Agreements will be reduced by 50%
of such excess for each of you.
If the foregoing accurately reflects our agreement, please so indicate by
signing in the spaces provided below.
Very truly yours,
CHESAPEAKE ENERGY CORPORATION
By: /s/ Xxxxxx X. XxXxxxxxx
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Xxxxxx X. XxXxxxxxx, Chief Executive
Officer
Xxx Xxxxxxx, et al.
April 18, 2002
Page 2 of 2
Accepted and agreed to this 19th day of April 2002.
/s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Acknowledged by:
CANAAN ENERGY CORPORATION
By: Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx, Chairman and Chief Executive Officer
