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EXHIBIT 4.4.1
THIRD SUPPLEMENTAL INDENTURE
TO INDENTURE DATED APRIL 1, 1996
THIRD SUPPLEMENTAL INDENTURE dated as of April 22, 1998, among
CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company"), the
SUBSIDIARY GUARANTORS listed as signatories hereto, UNITED STATES TRUST COMPANY
OF NEW YORK, a New York corporation, as Trustee to the Indenture (as such term
is defined in Article I below) and CHESAPEAKE ACQUISITION CORPORATION, an
Oklahoma corporation ("CAC"), CHESAPEAKE MID-CONTINENT CORP., an Oklahoma
corporation ("CMCC"), ANSON GAS MARKETING, an Oklahoma general partnership
("AGM"), MID-CONTINENT GAS PIPELINE COMPANY, an Oklahoma general partnership
("MCGPC"), CHESAPEAKE MERGER CORP., an Oklahoma corporation ("CMC"), CHESAPEAKE
GOTHIC CORP., an Oklahoma corporation ("CGC"), HUGOTON ENERGY CORPORATION, a
Kansas corporation ("HEC"), HUGOTON EXPLORATION CORPORATION, a Kansas
corporation ("HEX"), HEC TRADING COMPANY, a Texas corporation ("HECTC"), XXXXXXX
GATHERING, INC., a Delaware corporation ("TGI") and AMGAS CORPORATION, a Kansas
corporation ("AC").
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
heretofore entered into the Original Indenture, pursuant to the provisions of
which the Company has heretofore issued $120,000,000 in aggregate principal
amount of the Securities, the First Supplemental Indenture dated December 30,
1996, and the Second Supplemental Indenture dated December 17, 1997;
WHEREAS, CAC, CMCC, AGM, MCGPC, CMC, CGC, HEC, HEX, HECTC, TGI and AC
are Subsidiaries of the Company;
WHEREAS, the Board of Directors of the Company has adopted resolutions
designating CAC, CMCC, AGM, MCGPC, CMC, CGC, HEC, HEX, HECTC, TGI and AC as
Restricted Subsidiaries, as that term is defined in the Indenture;
WHEREAS, Section 10.03(a) of the Indenture provides, among other
things, that the Company will cause each Subsidiary that shall become a
Restricted Subsidiary after the Issue Date to execute and deliver a supplemental
indenture pursuant to which such Restricted Subsidiary shall guarantee the
payment of the Securities pursuant to the terms of the Indenture;
WHEREAS, Section 10.03(b) of the Indenture provides, among other
things, that a Person may become a Subsidiary Guarantor by executing and
delivering to the Trustee (i) a supplemental indenture which is in form and
substance satisfactory to the Trustee and which subjects such Person to the
provisions (including the representations and warranties) of the Indenture as a
Subsidiary Guarantor and (ii) an Opinion of Counsel and Officer's Certificate
that such supplemental indenture has been duly authorized and executed by such
Person and constitutes the legal, valid, binding and enforceable obligation of
such Person;
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WHEREAS, the form and substance of this Third Supplemental Indenture
are satisfactory to the Trustee;
WHEREAS, contemporaneously herewith, there are being delivered to the
Trustee executed opinions of counsel and officers' certificate's proper in form
and substance;
WHEREAS, Section 9.01 of the Indenture provides, among other things,
that the Trustee, the Subsidiary Guarantors and the Company may amend or
supplement the Indenture without notice to or consent of any Holder to reflect
the addition of any Subsidiary Guarantor, as provided for by the Indenture; and
WHEREAS, the execution and delivery of this Third Supplemental
Indenture have been duly authorized by the Company, the Subsidiary Guarantors,
CAC, CMCC, AGM, MCGPC, CMC, CGC, HEC, HEX, HECTC, TGI and AC and all actions
necessary to make this Third Supplemental Indenture a valid and binding
instrument according to its terms and the terms of the Original Indenture have
been performed.
NOW, THEREFORE, BY THIS THIRD SUPPLEMENTAL INDENTURE, for and in
consideration of the premises and of the mutual covenants herein contained and
for other valuable considerations, the receipt whereof is hereby acknowledged,
the Company, the Subsidiary Guarantors, CAC, CMCC, AGM, MCGPC, CMC, CGC, HEC,
HEX, HECTC, TGI and AC covenant and agree with the Trustee, for the equal
benefit of all present and future Holders of the Securities, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 The definitions set forth in or incorporated by reference
in Article I of the Indenture shall be applicable to this Third Supplemental
Indenture, as fully and to the same extent as if set forth herein, except as
otherwise expressly provided herein. As used in this Third Supplemental
Indenture, the following terms shall have the following meanings:
"Indenture" means the Original Indenture, as amended by this Third
Supplemental Indenture, relating to the Securities.
"Original Indenture" means the Indenture dated as of April 1, 1996,
among the Company, the Subsidiary Guarantors listed as signatories thereto and
the Trustee, relating to the Securities, as amended by: (i) that certain First
Supplemental Indenture dated as of December 30, 1996 and (ii) that certain
Second Supplemental Indenture dated as of December 17, 1997.
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ARTICLE II
ADDITION OF SUBSIDIARY GUARANTOR
SECTION 2.1 As a Subsidiary Guarantor, each of CAC, CMCC, AGM, MCGPC,
CMC, CGC, HEC, HEX, HECTC, TGI and AC hereby: (a) jointly and severally,
unconditionally guarantees to each Holder and to the Trustee the due and
punctual payment of the principal of, premium, if any, and interest on the
Securities and all other amounts due and payable under the Indenture and the
Securities by the Company, whether at maturity, by acceleration, redemption,
repurchase or otherwise including, without limitation, interest on the overdue
principal of, premium, if any, and interest on the Securities to the extent
lawful, all in accordance with the terms and subject to the limitations of the
Indenture as if each of CAC, CMCC, AGM, MCGPC, CMC, CGC, HEC, HEX, HECTC, TGI
and AC had been an original party thereto; and (b) subjects each of CAC, CMCC,
AGM, MCGPC, CMC, CGC, HEC, HEX, HECTC, TGI and AC to the provisions (including
the representations and warranties) of the Indenture as a Subsidiary Guarantor.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 This Third Supplemental Indenture is a supplemental
indenture pursuant to Section 9.01 of the Indenture. Upon execution and delivery
of this Third Supplemental Indenture, the terms and conditions of this Third
Supplemental Indenture will be part of the terms and conditions of the Indenture
for any and all purposes, and all the terms and conditions of both shall be read
together as though they constitute one instrument, except that in case of
conflict, the provisions of this Third Supplemental Indenture will control.
SECTION 3.2 Except as they have been modified in this Third
Supplemental Indenture, each and every term and provision of the Indenture shall
remain in full force and effect.
SECTION 3.3 This Third Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed and delivered shall be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 3.4 This Third Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to applicable principals of conflicts of law to the extent that the
application of the law of another jurisdiction would be required thereby.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first written above.
CHESAPEAKE ENERGY CORPORATION, an
Oklahoma corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
UNITED STATES TRUST COMPANY OF NEW
YORK, a New York corporation, as Trustee
By /s/ XXXXXX X. XXXXX
---------------------------------------------
Name: Xxxxxx X. Xxxxx
----------------------------------------
Title: Senior Vice President
---------------------------------------
CHESAPEAKE ENERGY MARKETING, INC., an
Oklahoma Corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
CHESAPEAKE ACQUISITION CORPORATION,
an Oklahoma corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
CHESAPEAKE MID-CONTINENT CORP., an
Oklahoma corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
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ANSON GAS MARKETING, an Oklahoma general
partnership
By Chesapeake Mid-Continent Corp., an
Oklahoma corporation, General Partner
By /s/ XXXXXX X. XXXXXXXXX
----------------------------------------
Xxxxxx X. XxXxxxxxx, President
MID-CONTINENT GAS PIPELINE COMPANY,
an Oklahoma general partnership
By Chesapeake Mid-Continent Corp., an
Oklahoma corporation, General Partner
By /s/ XXXXXX X. XXXXXXXXX
----------------------------------------
Xxxxxx X. XxXxxxxxx, President
CHESAPEAKE MERGER CORP., an Oklahoma
corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
CHESAPEAKE GOTHIC CORP., an Oklahoma
corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
HUGOTON ENERGY CORPORATION, a Kansas
corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
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HUGOTON EXPLORATION CORPORATION, a
Kansas corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
HEC TRADING COMPANY, a Texas corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
XXXXXXX GATHERING, INC., a Delaware
corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
AMGAS CORPORATION, a Kansas corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
SUBSIDIARY GUARANTORS
CHESAPEAKE OPERATING, INC., an Oklahoma
corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP, an Oklahoma limited partnership
By Chesapeake Operating, Inc., an Oklahoma
corporation, Sole General Partner
By /s/ XXXXXX X. XXXXXXXXX
----------------------------------------
Xxxxxx X. XxXxxxxxx,
Chief Executive Officer
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CHESAPEAKE ENERGY LOUISIANA
CORPORATION, an Oklahoma corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
CHESAPEAKE CANADA CORPORATION, an
Alberta, Canada corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, President
CHESAPEAKE LOUISIANA, L.P., an
Oklahoma limited partnership
By Chesapeake Operating, Inc., an
Oklahoma corporation, Sole General Partner
By /s/ XXXXXX X. XXXXXXXXX
----------------------------------------
Xxxxxx X. XxXxxxxxx,
Chief Executive Officer
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