COMMITMENT INCREASE AGREEMENT

EX-4.5.1 5 dex451.htm COMMITMENT INCREASE AGREEMENT Commitment Increase Agreement

Exhibit 4.5.1

COMMITMENT INCREASE AGREEMENT

This COMMITMENT INCREASE AGREEMENT (this “Agreement”) is made as of the 1st day of September, 2006 by and among Chesapeake Exploration Limited Partnership, an Oklahoma limited partnership and Chesapeake Appalachia, L.L.C., an Oklahoma limited liability company (“Co-Borrowers”), Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), Union Bank of California, N.A., as administrative agent (“Administrative Agent”), Union Bank of California, N.A. and BNP Paribas, as Issuing Lenders (“Issuing Lenders”), and the Lenders listed on the attached Exhibit A (each a “Supplemental Lender”, and together the “Supplemental Lenders”).

1. Co-Borrowers, the Company, Administrative Agent and certain Lenders, as defined therein, are parties to that certain Sixth Amended and Restated Credit Agreement dated as of February 3, 2006 (as amended, supplemented, or restated, the “Credit Agreement”). All terms used herein and not otherwise defined shall have the same meaning given to them in the Credit Agreement.

2. Pursuant to Section 2.15 of the Credit Agreement, Co-Borrowers have the right to increase the Total Revolving Commitments by obtaining increases in Revolving Commitments of existing Lenders or additional Revolving Commitments from new Lenders, upon satisfaction of certain conditions. This Agreement requires only the signature of Co-Borrowers, Administrative Agent and the Supplemental Lenders so long as the Total Revolving Commitments are not increased above the amount permitted by Section 2.15 of the Credit Agreement.

3. The Supplemental Lenders are each either (a) an existing Lender which is increasing its Revolving Commitment or (b) a new Lender which is a lending institution whose identity Co-Borrowers, Administrative Agent and Issuing Lenders hereby approve by their signatures below.

4. In consideration of the foregoing, each Supplemental Lender, from and after the date hereof, shall have the Revolving Commitment listed next to its name on the attached Exhibit A, which, in the case of any existing Lender, shall replace the prior Revolving Commitment of such Lender in effect immediately prior to this Agreement, as listed next to its name on the attached Exhibit A, and any Supplemental Lender that is a new Lender hereby assumes all of the rights and obligations of a Lender under the Credit Agreement. This Agreement shall not affect the Revolving Commitments of Lenders who are not Supplemental Lenders.

5. Co-Borrowers have executed and delivered to each Supplemental Lender as of the date hereof, if requested by such Supplemental Lender, a new or replacement Note in the form attached to the Credit Agreement as Exhibit H to evidence the new or increased Revolving Commitment of such Supplemental Lender.

6. Each Supplemental Lender hereby represents and warrants that it has received a copy of the Credit Agreement and such financial statements, documents and information as it has


deemed appropriate to make its own credit analysis and decision to enter into this Agreement, on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent, Issuing Lenders or any other Lender. Each Supplemental Lender agrees that (1) it will, independently and without reliance on Administrative Agent, Issuing Lenders or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (2) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

7. On the effective date hereof, each Supplemental Lender shall make a Revolving Loan to Co-Borrowers to implement the provisions of Section 2.15 of the Credit Agreement.

8. This Agreement may not be amended, changed, waived or modified, except by a writing executed by the parties hereto. This Agreement, together with the Loan Documents, embodies the entire agreement among each Supplemental Lender, Co-Borrowers, the Company, Administrative Agent and Issuing Lenders with respect to the subject matter hereof and supersedes all other prior arrangements and understandings relating to the subject matter hereof.

9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Each such counterpart shall become effective when counterparts have been executed by all parties hereto. Delivery of an executed counterpart of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

This Agreement shall be governed by, and construed in accordance with, the laws governing the Credit Agreement.

[Remainder of page intentionally left blank. Signature pages follow.]

 

2


IN WITNESS WHEREOF, Administrative Agent, Co-Borrowers, the Company and the Supplemental Lenders have executed this Agreement as of the date shown above.

 

CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
By:   Chesapeake Operating, Inc., its general partner
  By:  

/s/ MARTHA A. BURGER

    Martha A. Burger
    Treasurer and Senior Vice President
    – Human Resources
CHESAPEAKE APPALACHIA, L.L.C.
By:  

/s/ MARTHA A. BURGER

  Martha A. Burger
  Treasurer and Senior Vice President
  – Human Resources
CHESAPEAKE ENERGY CORPORATION
By:  

/s/ MARTHA A. BURGER

  Martha A. Burger
  Treasurer and Senior Vice President
  – Human Resources


UNION BANK OF CALIFORNIA, N.A.,
as Administrative Agent and Issuing Lender
By:  

/s/ RANDALL L. OSTERBERG

Name:   Randall L. Osterberg
Title:   Sr. Vice President – US Marketing Mgr.


BNP PARIBAS, as Issuing Lender
By:  

/s/ DAVID DODD

Name:   David Dodd
Title:   Director
By:  

/s/ ROBERT LONG

Name:   Robert Long
Title:   Vice President


BANK OF AMERICA, N.A.,
as Supplemental Lender
By:  

/s/ RONALD E. McKAIG

Name:   Ronald E. McKaig
Title:   Senior Vice President


CALYON NEW YORK BRANCH,
as Supplemental Lender
By:  

/s/ MICHAEL D. WILLIS

Name:   Michael D. Willis
Title:   Director
By:  

/s/ DENNIS E. PETITO

Name:   Dennis E. Petito
Title:   Managing Director


SUNTRUST BANK, as Supplemental Lender
By:  

/s/ SEAN M. ROCHE

Name:   Sean M. Roche
Title:   Vice President


FORTIS CAPITAL CORP., as Supplemental Lender
By:  

/s/ DARRELL HOLLEY

Name:   Darrell Holley
Title:   Managing Director
By:  

/s/ CASEY LOWARY

Name:   Casey Lowary
Title:   Senior Vice President


WACHOVIA BANK NATIONAL ASSOCIATION,

as Supplemental Lender

By:  

/s/ JAY BUCKMAN

Name:   Jay Buckman
Title:   Vice President


THE ROYAL BANK OF SCOTLAND plc, as

Supplemental Lender

By:  

/s/ SCOTT L. JOYCE

Name:   Scott L. Joyce
Title:   Vice President


WELLS FARGO BANK, N.A., as Supplemental Lender
By:  

/s/ DUSTIN S. HANSEN

Name:   Dustin S. Hansen
Title:   Vice President


BANK OF SCOTLAND, as Supplemental Lender
By:  

/s/ KAREN WEICH

Name:   Karen Weich
Title:   Assistant Vice President


BMO CAPITAL MARKETS FINANCING, INC.,

as Supplemental Lender

By:  

/S/ MARY LOU ALLEN

Name:   Mary Lou Allen
Title:   Vice President


BARCLAYS BANK PLC, as Supplemental Lender
By:  

/s/ NICHOLAS BELL

Name:   Nicholas Bell
Title:   Director


ABN AMRO BANK N.V. , as Supplemental Lender
By:  

/s/ JOSHUA WOLF

Name:   Joshua Wolf
Title:   Vice President
By:  

/s/ JIM MOYES

Name:   Jim Moyes
Title:   Managing Director


COMERICA BANK, as Supplemental Lender
By:  

/s/ PETER L. SEFZIK

Name:   Peter L. Sefzik
Title:   Vice President


ROYAL BANK OF CANADA, as Supplemental Lender
By:  

/s/ DON J. McKINNERNEY

Name:   Don J. McKinnerney
Title:   Authorized Signatory


TORONTO DOMINION (TEXAS) LLC, as

Supplemental Lender

By:  

/s/ JACKIE BARRETT

Name:   Jackie Barrett
Title:   Authorized Signatory


BAYERISCHE HYPO-UND VEREINSBANK AG

- NEW YORK BRANCH, as Supplemental Lender

By:  

/s/ ANDREW MATTHEWS

Name:   Andrew Mathews
Title:   Managing Director
By:  

/s/ ROGER G. EUSTANCE

Name:   Roger G. Eustance
Title:   Director


RZB FINANCE LLC, as Supplemental Lender
By:  

/s/ HERMINE KIROLOS

Name:   Hermine Kirolos
Title:   Group Vice President
By:  

/s/ PEARL GEFFERS

Name:   Pearl Geffers
Title:   First Vice President


DZ BANK AG DEUTSCHE ZENTRAL -

GENOSSENSCHRAFTBANK FRANKFURT AM

MAIN, NEW YORK BRANCH, as Supplemental

Lender

By:  

/s/ WILLIAM G. ROOS

Name:   William G. Roos
Title:   Senior Vice President
By:  

/s/ DARIA A. PIAHKO

Name:   Daria A. Piahko
Title:   First Vice President


WESTLB AG, NY BRANCH, as Supplemental Lender
By:  

/s/ THOMAS D. MURRAY

Name:   Thomas D. Murray
Title:   Managing Director
By:  

/s/ PAUL VASTOLA

Name:   Paul Vastola
Title:   Director


MIDFIRST BANK, as Supplemental Lender
By:  

/s/ STEVE A. GRIFFIN

Name:   Steve A. Griffin
Title:   Senior Vice President


MORGAN STANLEY BANK, as Supplemental Lender
By:  

/s/ DANIEL TWENGE

Name:   Daniel Twenge
Title:   Authorized Signatory


BEAR STEARNS CORPORATE LENDING INC. ,

as Supplemental Lender

By:  

/s/ LINDA A. CARPER

Name:   Linda A. Carper
Title:   Vice President


CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Supplemental Lender

By:  

/s/ DAVID DODD

Name:   David Dodd
Title:   Vice President
By:  

/s/ SHAHEEN MALIK

Name:   Shaheen Malik
Title:   Associate


UBS LOAN FINANCE LLC, as Supplemental Lender
By:  

/s/ RICHARD L. TAVROW

Name:   Richard L. Tavrow
Title:   Director
By:  

/s/ IRJA R. Olsa

Name:   Irja R. Olsa
Title:   Associate Director


DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Supplemental Lender

By:  

/s/ SAAD IQBAL

Name:   Saad Iqbal
Title:   Vice President
By:  

/s/ EVELYN THIERRY

Name:   Evelyn Thierry
Title:   Vice President


GOLDMAN SACHS CREDIT PARTNERS, L.P.,

as Supplemental Lender

By:  

/s/ WILLIAM ARCHER

Name:   William Archer
Title:   Managing Director


LEHMAN COMMERCIAL PAPER INC., as

Supplemental Lender

By:  

/s/ DIANE ALBANESE

Name:   Diane Albanese
Title:   Authorized Signatory


Exhibit A

 

Supplemental Lender

  

Prior

Revolving
Commitment

   New Revolving
Commitment

Bank of America, N.A.

   $ 125,000,000    $ 150,000,000

Calyon New York Branch

   $ 125,000,000    $ 150,000,000

SunTrust Bank

   $ 125,000,000    $ 150,000,000

Fortis Capital Corp.

   $ 125,000,000    $ 150,000,000

Wachovia Bank National Association

   $ 100,000,000    $ 125,000,000

Royal Bank of Scotland

   $ 100,000,000    $ 150,000,000

Wells Fargo Bank, N.A.

   $ 100,000,000    $ 125,000,000

Bank of Scotland

   $ 100,000,000    $ 125,000,000

BMO Capital Markets Financing, Inc.

   $ 65,000,000    $ 100,000,000

Barclays Bank PLC

   $ 40,000,000    $ 55,000,000

ABN AMRO Bank N.V.

   $ 40,000,000    $ 65,000,000

Comerica Bank

   $ 50,000,000    $ 100,000,000

Royal Bank of Canada

   $ 45,000,000    $ 50,000,000

Toronto Dominion (Texas) LLC

   $ 35,000,000    $ 50,000,000

Bayerische Hypo-und Vereinsbank AG – New York Branch

   $ 30,000,000    $ 50,000,000

RZB Finance LLC

   $ 30,000,000    $ 40,000,000

DZ Bank AG Deutsche Zentral – Genossenschraftbank Frankfurt am Main, New York Branch

   $ 30,000,000    $ 35,000,000

WestLB AG, NY Branch

   $ 30,000,000    $ 50,000,000

MidFirst Bank

   $ 30,000,000    $ 35,000,000

Morgan Stanley Bank

   $ 10,000,000    $ 20,000,000

Bear Stearns Corporate Lending Inc.

   $ 10,000,000    $ 20,000,000

Credit Suisse, Cayman Islands Branch

   $ 10,000,000    $ 20,000,000

UBS Loan Finance LLC

   $ 10,000,000    $ 20,000,000

Deutsche Bank Trust Company Americas

   $ 10,000,000    $ 20,000,000

Goldman Sachs Credit Partners, L.P.

   $ 10,000,000    $ 20,000,000

Lehman Commercial Paper Inc.

   $ 10,000,000    $ 20,000,000
             

Increase in Total Revolving Commitments

     $500,000,000