REGISTRATION RIGHTS AGREEMENT by and among Chesapeake Oilfield Operating, L.L.C. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of June 26, 2014Registration Rights Agreement • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2014, by and between Chesapeake Oilfield Operating, L.L.C., an Oklahoma limited liability company, which in connection with the Spin Transactions (as defined in the Purchase Agreement (as defined herein)), is expected to convert into Seventy Seven Energy Inc., an Oklahoma corporation (such entity, before and after such conversion, if any, the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers listed on Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 6.5% Senior Notes due 2022 (the “Initial Securities”) pursuant to the Purchase Agreement.
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A. as Joint Lead Arrangers and Joint Book Runners BANK OF AMERICA, N.A. as Syndication Agent...Credit Agreement • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 25, 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 BANK OF AMERICA, N.A., a national banking association, 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”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), CRÉDIT AGRICOLE CORPORATE AND INVESTMEN
MASTER SEPARATION AGREEMENT between CHESAPEAKE ENERGY CORPORATION, and CHESAPEAKE OILFIELD OPERATING, L.L.C. dated as of June 25, 2014Master Separation Agreement • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • Oklahoma
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of June 25, 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.
TAX SHARING AGREEMENT between CHESAPEAKE ENERGY CORPORATION and CHESAPEAKE OILFIELD OPERATING, L.L.C. dated as of June 25, 2014Tax Sharing Agreement • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • Oklahoma
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of June 25, 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.
SERVICES AGREEMENTServices Agreement • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • Oklahoma
This Services Agreement (this “Agreement”) is made and entered into this 25th 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”).
TRANSITION SERVICES AGREEMENT BETWEEN CHESAPEAKE ENERGY CORPORATION (as service provider) and CHESAPEAKE OILFIELD OPERATING, L.L.C. (to be converted into SEVENTY SEVEN ENERGY INC.) (as service receiver) Dated June 25, 2014Transition Services Agreement • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • Oklahoma
This TRANSITION SERVICES AGREEMENT (together with the Schedule hereto, this “Agreement”) is entered into as of June 25, 2014, by and between Chesapeake Energy Corporation, an Oklahoma corporation (“CHK”), and Chesapeake Oilfield Operating, L.L.C. (to be converted into Seventy Seven Energy Inc., an Oklahoma corporation) (“SSE”).
EMPLOYEE MATTERS AGREEMENT between CHESAPEAKE ENERGY CORPORATION and CHESAPEAKE OILFIELD OPERATING, L.L.C. dated as of June 25, 2014Employee Matters Agreement • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • Oklahoma
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) dated as of June 25, 2014 is by and 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.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
400 MILLION TERM LOAN CREDIT AGREEMENT Dated as of June 25, 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 • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 25, 2014, among Seventy Seven Operating LLC, an Oklahoma limited liability company (the “Borrower”), the Parent (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
CHESAPEAKE OILFIELD OPERATING, L.L.C., as Issuer, SEVENTY SEVEN OPERATING LLC, as Successor Issuer, CHESAPEAKE OILFIELD FINANCE, INC., as Co-Issuer, the Subsidiary Guarantors named herein, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as...Supplemental Indenture • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • New York
SUPPLEMENTAL INDENTURE dated as of June 26, 2014 (this “Supplemental Indenture”), among CHESAPEAKE OILFIELD OPERATING, L.L.C., an Oklahoma limited liability company (“COO”), CHESAPEAKE OILFIELD FINANCE, INC., a Delaware corporation (“COF”), SEVENTY SEVEN OPERATING LLC, an Oklahoma limited liability company (“SSO”), the guarantors listed on the signature page hereof (each, a “Subsidiary Guarantor”, and, collectively, the “Subsidiary Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).
