ContractIndenture • June 13th, 2014 • Chesapeake Oilfield Operating LLC • Oil & gas field services, nec • New York
This Indenture, dated as of June [ ], 2014 is among Chesapeake Oilfield Operating, L.L.C., an Oklahoma limited liability company, to be known upon the consummation of the Conversion (which is anticipated to occur after the Issue Date) as Seventy Seven Energy Inc. (the “Company”), the guarantors listed on the signature page hereof (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
FORM OF $400 MILLION TERM LOAN CREDIT AGREEMENT Dated as of June , 2014 among CHESAPEAKE OILFIELD OPERATING, L.L.C. (to be known as Seventy Seven Energy Inc.), as the Parent, SEVENTY SEVEN OPERATING LLC as the Borrower, BANK OF AMERICA, N.A., as...Term Loan Credit Agreement • June 13th, 2014 • Chesapeake Oilfield Operating LLC • Oil & gas field services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June , 2014, among Seventy Seven Operating LLC, an Oklahoma limited liability company (the “Borrower”), Chesapeake Oilfield Operating, L.L.C., an Oklahoma limited liability company, to be known as Seventy Seven Energy Inc., an Oklahoma corporation, following the Conversion (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, , as Syndication Agent and as .
FORM OF MASTER SEPARATION AGREEMENT between CHESAPEAKE ENERGY CORPORATION, and CHESAPEAKE OILFIELD OPERATING, L.L.C. dated as of June [ ], 2014Master Separation Agreement • June 13th, 2014 • Chesapeake Oilfield Operating LLC • Oil & gas field services, nec • Oklahoma
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of June [ ], 2014, between Chesapeake Energy Corporation, an Oklahoma corporation (“CHK”), and Chesapeake Oilfield Operating, L.L.C., an Oklahoma corporation (“COO”), which in connection with the spin-off will be converted into Seventy Seven Energy Inc., an Oklahoma corporation (“SSE”). CHK and SSE are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” References to SSE are deemed to include, for all periods prior to the SSE Conversion (defined below), COO. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
FORM OF TAX SHARING AGREEMENT between CHESAPEAKE ENERGY CORPORATION and CHESAPEAKE OILFIELD OPERATING, L.L.C. dated as of June [ ], 2014Tax Sharing Agreement • June 13th, 2014 • Chesapeake Oilfield Operating LLC • Oil & gas field services, nec • Oklahoma
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ], 2014, between Chesapeake Energy Corporation, an Oklahoma corporation (“Chesapeake”), and Chesapeake Oilfield Operating, L.L.C., an Oklahoma limited liability company. Unless otherwise indicated, all “Article” and “Section” references in this Agreement are to articles and sections of this Agreement.
FORM OF SERVICES AGREEMENTServices Agreement • June 13th, 2014 • Chesapeake Oilfield Operating LLC • Oil & gas field services, nec • Oklahoma
This Services Agreement (this “Agreement”) is made and entered into this day of June, 2014, by and between Chesapeake Operating, Inc., an Oklahoma corporation (“Company”), and Performance Technologies, L.L.C., an Oklahoma limited liability company (“Contractor”).
FORM OF TRANSITION SERVICES AGREEMENT BETWEEN CHESAPEAKE ENERGY CORPORATION (as service provider) and SEVENTY SEVEN ENERGY INC. (as service receiver) Dated [ ], 2014Transition Services Agreement • June 13th, 2014 • Chesapeake Oilfield Operating LLC • Oil & gas field services, nec • Oklahoma
This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of [ ], 2014, by and between Chesapeake Energy Corporation, an Oklahoma corporation (“CHK”), and Seventy Seven Energy Inc., an Oklahoma corporation (“SSE”).
FORM OF EMPLOYEE MATTERS AGREEMENT between CHESAPEAKE ENERGY CORPORATION and SEVENTY SEVEN ENERGY INC. dated as of June [ ], 2014Employee Matters Agreement • June 13th, 2014 • Chesapeake Oilfield Operating LLC • Oil & gas field services, nec • Oklahoma
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of June [ ], 2014 is by and between Chesapeake Energy Corporation., an Oklahoma corporation (“CHK”) and Seventy Seven Energy Inc., an Oklahoma corporation (“SSE”). CHK and SSE are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
FORM OF CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION and as Joint Lead Arrangers and Joint Lead Book Runners as Syndication Agent and as Co- Documentation Agents...Credit Agreement • June 13th, 2014 • Chesapeake Oilfield Operating LLC • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of , 2014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and [ ], a [ ], as joint lead arrangers and joint lead book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), [ ], a [ ], as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), [ ], a [ ], and [ ], a [ ], as co-documen
