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EXHIBIT 99.12
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is entered into effective the 18th day of
November, 1999, among XXX X. XXXX, an individual ("Xxxx"), with a notice address
at 0000 Xxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, CHESAPEAKE ENERGY
MARKETING, INC., an Oklahoma corporation ("CEMI"), with a notice address at 0000
Xxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, and CHESAPEAKE OPERATING, INC., an
Oklahoma corporation ("COI"), with a notice address at 0000 Xxxxx Xxxxxxx,
Xxxxxxxx Xxxx, Xxxxxxxx 00000.
W I T N E S S E T H :
WHEREAS, pursuant to that certain Second Amended and Restated
Loan Agreement dated effective December 31, 1998, between CEMI and Xxxx, CEMI
extended a loan (the "CEMI Loan") to Xxxx in the principal amount of Five
Million Dollars ($5,000,000.00) as evidenced by that certain Amended and
Restated Promissory Note dated effective December 31, 1998 (the "Note");
WHEREAS, COI has extended credit to TLW Investments Inc., an
Oklahoma corporation ("Investments"), an affiliate of Xxxx, for joint interest
xxxxxxxx (the "JIB Debt") in connection with the participation by Investments in
various oil and gas xxxxx drilled and operated by COI pursuant to that certain
Amended and Restated Employment Agreement dated effective July 1, 1998, between
Xxxx and Chesapeake Energy Corporation, an Oklahoma corporation ("CEC"), as
amended by that certain First Amendment to Amended and Restated Employment
Agreement dated effective December 31, 1998;
WHEREAS, shares of Worldgate Communications, Inc., pledged to
secure the CEMI Loan, were sold and the proceeds from such sale in an amount
equal to Three Hundred Thousand Dollars ($300,000.00) have been or will be paid
to CEMI and applied against the CEMI Loan (the "Worldgate Proceeds"); and
WHEREAS, Xxxx and CEMI desire to satisfy the CEMI Loan by Xxxx
conveying to CEMI shares of CEC common stock, par value $.01 (the "Common
Stock"), having a Fair Market Value (as hereafter defined) equal to the unpaid
principal balance of the CEMI Loan plus any accrued and unpaid interest and less
the Worldgate Proceeds applied against the CEMI Loan.
NOW THEREFORE, in consideration of the agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Debt Amounts. As of November 18, 1999, and after the anticipated
application of the Worldgate Proceeds, the parties agree that: the amount due
and owing by Xxxx for the CEMI Loan equals Three Million Seven Hundred
Thirty-Six Thousand Forty-Three and 37/100 Dollars ($3,736,043.37) consisting of
unpaid principal in the amount of Three Million Six Hundred Eighty-Seven
Thousand Eight Hundred Eighty-Seven and 78/100 ($3,687,887.78) with accrued and
unpaid interest in the amount of Forty-Eight Thousand One Hundred Fifty-Five and
59/100 Dollars
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EXHIBIT 99.12
($48,155.59); and the amount of the JIB Debt owing by Investments
equals Eight Hundred Thirty-One Thousand Five Hundred Thirty-Three and 46/100
Dollars ($831,533.46).
2. CEMI Loan. In accordance with the terms of this Agreement, Xxxx hereby
sells to CEMI and CEMI hereby purchases from Xxxx the number of shares of Common
Stock having a Fair Market Value equal to the unpaid principal and interest for
the CEMI Loan, which shares of Common Stock will be free and clear of all liens,
claims and encumbrances. Contemporaneous with the execution of this Agreement,
Xxxx will deliver or cause to be delivered to CEMI: shares of Common Stock
evidenced by certificates in Xxxx'x name having a Fair Market Value equal to the
unpaid principal and interest for the CEMI Loan; and a stock assignment separate
from certificate covering such shares of Common Stock executed by Xxxx with
signature guaranteed in form and substance satisfactory to CEMI. For purposes of
this Agreement the term "Fair Market Value" means the lesser of the following:
(y) the average of the closing price for the Common Stock on the New York Stock
Exchange for the ten (10) trading days immediately preceding the date of this
Agreement; or (z) the closing price for the Common Stock on the New York Stock
Exchange on the date immediately prior to the date of this Agreement. On
delivery of the foregoing Common Stock, the CEMI Loan will be deemed to be
satisfied in full and CEMI agrees to execute and deliver to Xxxx the receipt and
acknowledgment at Schedule "A" attached as a part hereof.
3. Conditions Precedent. The obligation of CEMI and COI to perform the
terms of this Agreement are subject to the following conditions precedent: the
approval of this Agreement by CEC's Board Directors; the delivery by Xxxx of the
required number of shares of Common Stock free and clear of all liens, claims
and encumbrances including, without implied limitation, any security interest in
the shares of Common Stock in favor of any margin lender; and the grant and
perfection of a first and prior security interest to COI by Xxxx or Investments
in collateral reasonably acceptable to COI to secure the unpaid balance of the
JIB Debt in substantially the form at Schedule "B" attached as a part hereof.
4. Miscellaneous. It is further agreed as follows:
4.1 Notices. All notices required hereunder will be in writing and
served by certified mail, return receipt requested, postage
prepaid, at the addresses shown above, until notification of a
change of such addresses. Any notice, demand or communication
required or permitted to be given by any provision of this
Agreement will be in writing and will be deemed to have been
given and received when delivered personally or by
telefacsimile to the party designated to receive such notice,
or on the date following the day sent by overnight courier, or
on the third (3rd) business day after the same is sent by
certified mail, postage and charges prepaid, directed to the
addresses shown above or to such other or additional addresses
as any party might designate by written notice to the other
parties.
4.2 Binding Effect. This Agreement will inure to the benefit of
and bind the respective successors and permitted assigns of
the parties hereto.
4.3 Severability. If any clause or provision of this Agreement is
illegal, invalid or unenforceable under any present or future
law, the remainder of this Agreement will
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EXHIBIT 99.12
not be affected thereby. It is the intention of the parties
that if any such provision is held to be illegal, invalid or
unenforceable, there will be added in lieu thereof a provision
as similar in terms to such provision as is possible to make
such provision legal, valid and enforceable.
4.4 Entire Agreement. This Agreement constitutes the entire
agreement between Xxxx and CEMI with respect to Xxxx'x
surrender of Common Stock in satisfaction of the CEMI Loan.
4.5 Headings. Paragraph or other headings contained in this
Agreement are for reference purposes only and are not intended
to affect in any way the meaning or interpretation of this
Agreement.
4.6 Amendment. Neither this Agreement nor any of the provisions
hereof can be changed, waived, discharged or terminated,
except by an instrument in writing signed by the party against
whom enforcement of the change, waiver, discharge or
termination is sought.
4.7 Governing Law. This Agreement shall be interpreted and
construed under and by virtue of the internal laws of the
State of Oklahoma, regardless of the domicile and/or residence
of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective the date first above written.
/s/ Xxx X. Xxxx
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XXX X. XXXX, individually
("Xxxx")
CHESAPEAKE ENERGY MARKETING, INC., an
Oklahoma corporation
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Vice President
and Chief Financial Officer
("CEMI")
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EXHIBIT 99.12
CHESAPEAKE OPERATING, INC., an
Oklahoma corporation
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Executive Vice
President and Chief Financial
Officer
("COI")
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