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EXHIBIT 4.3.1
FIRST SUPPLEMENTAL INDENTURE
TO INDENTURE DATED MAY 15, 1995
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 $90,000,000 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:
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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 May 15,
1995, 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.
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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
By /s/ XXXXXX X. XXXXXXXXX
--------------------------------
Xxxxxx X. XxXxxxxxx
Chief Executive Officer
CHESAPEAKE 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
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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
General Partner
By /s/ XXXXXX X. XXXXXXXXX
------------------------------------------
Xxxxxx X. XxXxxxxxx
President
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SECOND SUPPLEMENTAL INDENTURE
TO INDENTURE DATED MAY 15, 1995
SECOND SUPPLEMENTAL INDENTURE dated as of December 17, 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 $90,000,000 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
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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 May 15, 1995, 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)
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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
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CHESAPEAKE CANADA CORPORATION, an
Alberta, Canada 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
---------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
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
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