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EXHIBIT 10.3
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
BETWEEN
CHESAPEAKE ENERGY CORPORATION
AND
UMB BANK, N.A., AS RIGHTS AGENT
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "First Amendment"),
dated as of September 11, 1998, is by and between Chesapeake Energy Corporation,
and Oklahoma corporation (the "Company"), and UMB Bank, N.A., as Rights Agent
(the "Rights Agent").
R E C I T A L S:
WHEREAS, the Company and the Rights Agent have heretofore entered into
a Rights Agreement, dated as of July 15, 1998 (the "Rights Agreement"); and
WHEREAS, the Company desires to amend the Rights Agreement to revise
Section 1(p) thereof; and
WHEREAS, the Board of Directors of the Company has unanimously
approved the amendment to the Rights Agreement effected hereby and in accordance
with Section 27 of the Rights Agreement, this First Amendment can be effected
without the approval of any holders of the Rights.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth and in accordance with Section 27 of the Rights
Agreement, the parties hereby agree as follows:
1. Section 1(p) of the Rights Agreement is hereby amended, effective
as of the date set forth above, by revising such Section to read in its
entirety as follows:
"Exempt Person" shall mean (i) the Company or any Subsidiary (as
such term is hereinafter defined) of the Company or any employee
benefit plan of the Company, (ii) Xxxxxx X. XxXxxxxxx, his
spouse, lineal descendants and ascendants, heirs, executors or
other legal representatives and any trusts established for the
benefit of the foregoing, or any other person or entity in which
the foregoing persons or entities are at the time of
determination the direct record and beneficial owners of all
outstanding voting securities (each a "XxXxxxxxx Stockholder"),
(iii) Xxx X. Xxxx, his spouse, lineal descendants and ascendants,
heirs, executors or other legal representatives and any trusts
established for the benefit of the
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foregoing (each a "Xxxx Stockholder"), (iv) Xxxxxx Guaranty Trust
Company of New York in its capacity as pledgee (the
"XxXxxxxxx/Xxxx Pledgee") of shares ("Pledged Shares")
Beneficially Owned by a XxXxxxxxx Stockholder or Xxxx Stockholder
or both under pledge agreement(s) in effect on the date of this
First Amendment, to the extent that upon the exercise by the
XxXxxxxxx/Xxxx Pledgee of any rights or duties thereunder other
than the exercise of any voting power by the XxXxxxxxx/Xxxx
Pledgee or the acquisition of ownership by the XxXxxxxxx/Xxxx
Pledgee such XxXxxxxxx/Xxxx Pledgee becomes a Beneficial Owner of
Pledged Shares, or (v) any Person (other than a XxXxxxxxx/Xxxx
Pledgee) that is neither a XxXxxxxxx Stockholder nor a Xxxx
Stockholder but who or which is the Beneficial Owner or Common
Stock Beneficially Owned by a XxXxxxxxx Stockholder or Xxxx
Stockholder (a "Second Tier Stockholder"), but only if the shares
of Common Stock otherwise Beneficially Owned by such Second Tier
Stockholder ("Second Tier Holder Shares") do not exceed the sum
of (A) such holder's Second Tier Holder Shares held on the date
hereof and (B) 1% of the shares of Common Stock of the Company
then outstanding.
2. Except to the extent amended by this First Amendment, the Rights
Agreement shall continue in full force and effect.
3. Capitalized terms used herein but not defined shall have the
meanings assigned to such terms in the Rights Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and attested, all as of the day and year first above written.
CHESAPEAKE ENERGY CORPORATION
By:/s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. XxXxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
UMB BANK, N.A.
as Rights Agent
By:/s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Sr. Vice President
