CHESAPEAKE ENERGY CORPORATION

EX-4.11.2 10 dex4112.htm THIRD SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 2005 Third Supplemental Indenture dated as of July 15, 2005

Exhibit 4.11.2


 

CHESAPEAKE ENERGY CORPORATION

 

and

 

the Subsidiary Guarantors named herein

 


 

6.375% SENIOR NOTES DUE 2015

 


 

THIRD SUPPLEMENTAL INDENTURE

 

DATED AS OF JULY 15, 2005

 


 

THE BANK OF NEW YORK TRUST COMPANY, N.A.

 

as Trustee

 


 



THIS THIRD SUPPLEMENTAL INDENTURE, dated as of July 15, 2005, is among Chesapeake Energy Corporation, an Oklahoma corporation (the Company”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the Subsidiary Guarantors”) and The Bank of New York Trust Company, N.A., as Trustee.

 

RECITALS

 

WHEREAS, the Company, the Subsidiary Guarantors a party thereto and the Trustee entered into an Indenture, dated as of December 8, 2004, as supplemented prior to the date hereof (the “Indenture”), pursuant to which the Company has originally issued $600,000,000 in principal amount of 6.375% Senior Notes due 2015 (the “Notes”); and

 

WHEREAS, Section 9.01(3) 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 reflect the release of any Subsidiary Guarantor, as provided for in the Indenture; and

 

WHEREAS, the Company has taken all actions required to effect the release, pursuant to Sections 10.02 and 10.04 of the Indenture, of Chesapeake PPC Corp., a Texas corporation as Subsidiary Guarantor; and

 

WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the bylaws (or comparable constituent documents) of the Company, of the Subsidiary Guarantors and of the Trustee necessary to make this Third Supplemental Indenture a valid instrument legally binding on the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

 

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

 

ARTICLE 1

 

Section 1.01. This Third Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

 

Section 1.02. This Third Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee.

 

- 2 -


ARTICLE 2

 

Section 2.01. As a result of the merger of Chesapeake PPC Corp., with and into Chesapeake Exploration Limited Partnership, an Oklahoma limited partnership (“CELP”), which constitutes a merger with a Subsidiary Guarantor under Section 10.02(a) of the Indenture, Chesapeake PPC Corp., shall for all purposes be released as a Subsidiary Guarantor from all of its Guarantees and related obligations in the Indenture, pursuant to Section 10.04 of the Indenture. The notation on the Securities relating to the Guarantee shall be deemed to exclude the name of Chesapeake PPC Corp. and the signature of an Officer of Chesapeake PPC Corp.

 

Section 2.02. As the surviving entity in its merger with Chesapeake PPC Corp. and a Subsidiary Guarantor, CELP hereby agrees to assume all of the obligations of Chesapeake PPC Corp.

 

ARTICLE 3

 

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

 

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Third Supplemental Indenture. This Third Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

 

Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS THIRD SUPPLEMENTAL INDENTURE.

 

Section 3.04. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

 

[NEXT PAGE IS SIGNATURE PAGE]

 

- 3 -


IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first written above.

 

/s/ Aubrey K. McClendon

Aubrey K. McClendon

Chief Executive Officer of the Company and of the Subsidiaries listed below:
Corporate Subsidiaries:

CHESAPEAKE EAGLE CANADA CORP.

CHESAPEAKE ENERGY LOUISIANA CORPORATION

CHESAPEAKE PRH CORP.

CHESAPEAKE SOUTH TEXAS CORP.

NOMAC DRILLING CORPORATION

OXLEY PETROLEUM CO.

CHESAPEAKE OPERATING, INC.,

On behalf of itself and, as general partner, the following limited partnerships:

CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP

CHESAPEAKE LOUISIANA, L.P.

CHESPEAKE NFW, L.P.

CHESAPEAKE PERMIAN, L.P.

CHESAPEAKE SIGMA, L.P.

CHESAPEAKE-STAGHORN ACQUISITION, L.P.

CHESAPEAKE ZAPATA, L.P.

CHESAPEAKE ENERGY MARKETING, INC.,

On behalf of itself and, as general partner, the following limited partnerships:

MIDCON COMPRESSION, L.P.

Limited Liability Company Subsidiaries:

CARMEN ACQUISITION, L.L.C.

CHESAPEAKE ACQUISITION, L.L.C.

CHESAPEAKE ENO ACQUISITION, L.L.C.

CHESAPEAKE EP, L.L.C.

CHESAPEAKE LAND COMPANY, L.L.C.

CHESAPEAKE ORC, L.L.C.

CHESAPEAKE PERMIAN ACQUISITION, L.L.C.

 

- 4 -


CHESAPEAKE ROYALTY, L.L.C.

GOTHIC PRODUCTION, L.L.C.

JOHN C. OXLEY, L.L.C.

MC MINERAL COMPANY, L.L.C.

MAYFIELD PROCESSING, L.L.C.

TRUSTEE:

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:  

/s/ Steven D. Torgeson

Name:

 

Steven. D. Torgeson

Title:

 

Vice President

 

- 5 -