1
EXHIBIT 4.4.1
FIRST SUPPLEMENTAL INDENTURE
TO INDENTURE DATED APRIL 1, 1996
FIRST SUPPLEMENTAL INDENTURE, dated as of December 30, 1996, among
CHESAPEAKE ENERGY CORPORATION, a Delaware 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 OKLAHOMA CORPORATION, an Oklahoma
corporation ("Chesapeake Oklahoma").
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; and
WHEREAS, in order to realize a significant annual savings in franchise
taxes, the Company and its shareholders have approved the change of the
Company's state of incorporation from Delaware to Oklahoma, with such
reincorporation to be accomplished by the merger effective December 31, 1996 of
the Company with and into its wholly-owned subsidiary, Chesapeake Oklahoma (the
"Merger");
WHEREAS, immediately following the Merger, Chesapeake Oklahoma will be
renamed Chesapeake Energy Corporation and continue conducting business as the
successor to business, management, assets, and liabilities of the Company;
WHEREAS, Section 5.01 of the Indenture provides, among other things, that
the Company may merge with any Person provided the Company delivers to the
Trustee prior to the consummation of the transaction, an Officers' Certificate
and Opinion of Counsel stating that the transaction and related supplemental
indenture comply with the Indenture;
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 Holders to reflect a merger
complying with Section 5.01; and
WHEREAS, the execution and delivery of this First Supplemental Indenture
have been duly authorized by the Company, the Subsidiary Guarantors, and
Chesapeake Oklahoma and all actions necessary to make this First Supplemental
Indenture a valid and binding instrument according to its terms and the terms of
the Original Indenture have been performed.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH that, 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, and Chesapeake Oklahoma
covenant and agree with the Trustee, for the equal benefit of all present and
future Holders of the Securities, as follows:
2
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 First Supplemental
Indenture, as fully and to the same extent as if set forth herein, except as
otherwise expressly provided herein. As used in this First Supplemental
Indenture, the following terms shall have the following meanings:
"Indenture" means the Original Indenture, as amended by this First
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.
ARTICLE II
ASSUMPTION OF COMPANY OBLIGATIONS
SECTION 2.1 As the surviving entity in the Merger with the Company,
effective upon the consummation of the Merger, Chesapeake Oklahoma hereby
assumes the due and punctual payment of the principal of, premium, if any, and
interest on, all the Securities and the performance of every other covenant and
obligation of the Company under the Indenture.
SECTION 2.2 Pursuant to Section 5.02 of the Indenture, upon consummation of
the Merger, Chesapeake Oklahoma succeeds to, and is substituted for, and may
exercise every right and power of, the Company under the Indenture with the same
effect as if Chesapeake Oklahoma had been named as the Company therein and
thereafter, the Company will be relieved of all further obligations and
covenants under the Indenture and the Securities.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 This First Supplemental Indenture is a supplemental indenture
pursuant to Section 9.01 of the Indenture. Upon execution and delivery of this
First Supplemental Indenture, the terms and conditions of this First
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 First Supplemental Indenture will control.
- 2 -
3
SECTION 3.2 Except as they have been modified in this First Supplemental
Indenture, each and every term and provision of the Indenture shall remain in
full force and effect.
SECTION 3.3 This First 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 First 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.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First 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, Chief Executive
Officer
CHESAPEAKE ENERGY CORPORATION, an
Oklahoma corporation
By /s/ XXXXXX X. XXXXXXXXX
------------------------------------
Xxxxxx X. XxXxxxxxx, Chief Executive
Officer
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
By /s/ XXXXXXXX XXXXXXX
-------------------------------------
XXXXXXXX XXXXXXX
Assistant Vice President
- 3 -
4
SUBSIDIARY GUARANTORS
CHESAPEAKE OPERATING, INC.
LINDSAY OIL FIELD SUPPLY, INC.
SANDER TRUCKING COMPANY, INC.
XXXXXXXX DOZER SERVICE, INC.
For each of the above:
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
President
- 4 -
5
SECOND SUPPLEMENTAL INDENTURE
TO INDENTURE DATED APRIL 1, 1996
SECOND SUPPLEMENTAL INDENTURE dated as of December 17th, 1997,
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 ENERGY LOUISIANA
CORPORATION, an Oklahoma corporation ("CELC"), CHESAPEAKE CANADA CORPORATION,
an Alberta, Canada corporation ("CCC") and CHESAPEAKE LOUISIANA, L.P., an
Oklahoma limited partnership ("CLLP").
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;
WHEREAS, the Company has formed CELC, CCC and CLLP as wholly
owned Subsidiaries of the Company;
WHEREAS, the Board of Directors of the Company has adopted
resolutions designating CELC, CCC and CLLP 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;
WHEREAS, the form and substance of this Second Supplemental
Indenture are satisfactory to the Trustee;
WHEREAS, contemporaneously herewith, there are being delivered
to the Trustee an executed Opinion of Counsel and Officers' Certificate 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
6
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 Second
Supplemental Indenture have been duly authorized by the Company, the Subsidiary
Guarantors, CELC, CCC and CLLP and all actions necessary to make this Second
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 SECOND 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, CELC, CCC and CLLP
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 Second
Supplemental Indenture, as fully and to the same extent as if set forth herein,
except as otherwise expressly provided herein. As used in this Second
Supplemental Indenture, the following terms shall have the following meanings:
"Indenture" means the Original Indenture, as amended by this
Second 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 that certain
First Supplemental Indenture dated as of December 30, 1996.
ARTICLE II
ADDITION OF SUBSIDIARY GUARANTOR
SECTION 2.1 As a Subsidiary Guarantor, each of CELC, CCC
and CLLP 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 CELC, CCC
and CLLP had been an original party thereto; and (b)
- 2 -
7
subjects each of CELC, CCC and CLLP to the provisions (including the
representations and warranties) of the Indenture as a Subsidiary Guarantor.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 This Second Supplemental Indenture is a
supplemental indenture pursuant to Section 9.01 of the Indenture. Upon
execution and delivery of this Second Supplemental Indenture, the terms and
conditions of this Second 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 Second
Supplemental Indenture will control.
SECTION 3.2 Except as they have been modified in this
Second Supplemental Indenture, each and every term and provision of the
Indenture shall remain in full force and effect.
SECTION 3.3 This Second 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 Second 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.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Second
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, Chief Executive Officer
CHESAPEAKE ENERGY LOUISIANA
CORPORATION, an Oklahoma corporation
By /s/ XXXXXX X. XXXXXXXXX
---------------------------------------------
Xxxxxx X. XxXxxxxxx, Chief Executive Officer
- 0 -
0
XXXXXXXXXX XXXXXX XXXXXXXXXXX, xx
Xxxxxxx, Xxxxxx corporation
By /s/ XXXXXX X. XXXXXXXXX
-----------------------------------------
Xxxxxx X. XxXxxxxxx, Chief Executive Officer
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
UNITED STATES TRUST COMPANY OF NEW YORK,
a New York corporation, as Trustee
By /s/ XXXXXXXX XXXXXXX
-------------------------------------------
Name: XXXXXXXX XXXXXXX
---------------------------------------
Title: ASSISTANT VICE PRESIDENT
--------------------------------------
SUBSIDIARY GUARANTORS
CHESAPEAKE OPERATING, INC., an Oklahoma
corporation
By /s/ XXXXXX X. XXXXXXXXX
------------------------------------------
Xxxxxx X. XxXxxxxxx, Chief Executive
Officer
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
- 4 -
