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EXHIBIT 4.1.1
FIRST SUPPLEMENTAL INDENTURE
TO INDENTURE DATED MARCH 15, 1997
(7.875%)
FIRST 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 $150,000,000 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 10.3(b) 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 10.3(c) 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 First 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 9.1 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 First Supplemental Indenture
have been duly authorized by the Company, the Subsidiary Guarantors, CELC, CCC
and CLLP 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, BY THIS FIRST 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 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 March 15, 1997, among
the Company, the Subsidiary Guarantors listed as signatories thereto and the
Trustee, relating to the Securities.
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 First Supplemental Indenture is a supplemental indenture
pursuant to Section 9.1 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.
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Executive
Officer
CHESAPEAKE ENERGY LOUISIANA
CORPORATION, an Oklahoma corporation
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Executive
Officer
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CHESAPEAKE CANADA CORPORATION, an
Alberta, Canada corporation
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Executive
Officer
CHESAPEAKE LOUISIANA, L.P., an Oklahoma
limited partnership
By Chesapeake Operating, Inc., an
Oklahoma corporation, Sole General
Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Executive
Officer
CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP,
an Oklahoma limited partnership
By Chesapeake Operating, Inc.,
an Oklahoma corporation, Sole
General Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Chief Executive Officer
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SECOND SUPPLEMENTAL INDENTURE
TO INDENTURE DATED MARCH 15, 1997
7 7/8% SERIES A AND SERIES B SENIOR NOTES DUE 2004
SECOND SUPPLEMENTAL INDENTURE dated as of February 16, 1998,
among CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company"),
the SUBSIDIARY GUARANTORS listed as signatories hereto and 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).
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 $150,000,000 in aggregate
principal amount of the Securities;
WHEREAS, Section 9.1(1) of the Indenture provides that the
Company, the Subsidiary Guarantors and the Trustee may amend or supplement the
Indenture without notice to or consent of any Holder to cure any ambiguity,
defect or inconsistency therein; and
WHEREAS, the execution and delivery of this Second
Supplemental Indenture have been duly authorized by the Company and the
Subsidiary Guarantors 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 and the Subsidiary Guarantors 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 March 15,
1997, among the Company, the Subsidiary Guarantors listed as signatories
thereto and the Trustee, relating
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to the Securities, as amended by that certain First Supplemental Indenture
dated as of December 17, 1997.
ARTICLE II
AMENDMENT OF SECTION 10.4
SECTION 2.1 The first sentence of Section 10.4(a) is
hereby amended to read in its entirety as follows:
"If, at any time while the Securities remain outstanding, none
of the Company's then outstanding Pari Passu Indebtedness
(other than the Securities) is guaranteed by a Restricted
Subsidiary, such Restricted Subsidiary shall be released and
relieved of its obligations under: (a) its Guarantee (which
shall be terminated and cease to have any force and effect);
and (b) Section 10.3(b) to provide any such Guarantee."
ARTICLE III
MISCELLANEOUS
SECTION 3.1 This Second Supplemental Indenture is a
supplemental indenture pursuant to Section 9.1 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.
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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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Executive Officer
UNITED STATES TRUST COMPANY OF NEW
YORK, a New York corporation, as Trustee
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Title:Assistant Vice President
---------------------------------------------
SUBSIDIARY GUARANTORS
CHESAPEAKE OPERATING, INC., an Oklahoma
corporation
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Executive Officer
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP, an Oklahoma limited partnership
By Chesapeake Operating, Inc., an Oklahoma
corporation, Sole General Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Chief Executive Officer
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CHESAPEAKE ENERGY LOUISIANA
CORPORATION, an Oklahoma corporation
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Executive Officer
CHESAPEAKE CANADA CORPORATION, an
Alberta, Canada corporation
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Executive Officer
CHESAPEAKE LOUISIANA, L.P., an
Oklahoma limited partnership
By Chesapeake Operating, Inc., an
Oklahoma corporation, Sole General Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
Chief Executive Officer
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