EX-4.6.2 11 d99679exv4w6w2.txt CONSENT AND WAIVER LETTER Exhibit 4.6.2 UNION BANK OF CALIFORNIA, N.A. 4200 LINCOLN PLAZA 500 NORTH AKARD DALLAS, TEXAS 75201 August 2, 2002 Chesapeake Energy Corporation Chesapeake Exploration Limited Partnership 6100 North Western Avenue Oklahoma City, Oklahoma 73118 Re: Second Amended and Restated Credit Agreement dated as of June 11, 2001 (as amended, supplemented or restated, the "Credit Agreement"), by and among Chesapeake Exploration Limited Partnership, an Oklahoma limited partnership ("Borrower"), Chesapeake Energy Corporation, an Oklahoma corporation ("Company"), Bear Stearns Corporate Lending Inc., as syndication agent ("Syndication Agent"), Union Bank of California, N.A., as administrative agent and collateral agent ("Administrative Agent"), and the several banks and other financial institutions or entities from time to time parties thereto ("Lenders") Ladies and Gentlemen: Reference is hereby made to the Credit Agreement. Terms which are defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings given them in the Credit Agreement. Borrower and Company have informed Administrative Agent and Lenders that Company intends to issue new Senior Notes (in one or more series) in the aggregate face amount of up to $375,000,000, providing (i) for an interest rate at the then prevailing market rate of interest, but not more than 9-1/4%, (ii) for a maturity date of not sooner than ten years from the date of issuance, and (iii) for covenants, mandatory prepayments, defaults, and events of default no more restrictive than Company's 8-1/8% Notes (the "New Notes"). Borrower and Company have requested that Administrative Agent and Lenders consent to the issuance of the New Notes. Accordingly, subject to the terms and provisions hereof, Administrative Agent and Lenders hereby (i) consent to the issuance of the New Notes, (ii) waive any violations of Section 7.2 of the Credit Agreement resulting therefrom, and (iii) agree that such New Notes shall be permitted in addition to the Indebtedness otherwise permitted pursuant to Section 7.2 of the Credit Agreement; provided that (1) at the time of the issuance of the New Notes, no Default or Event of Default has occurred that is continuing, (2) the issuance of the New Notes shall be approved by the Board of Directors of Company, (3) the issuance of the New Notes shall be consummated on or before September 30, 2002, (4) to the extent that the aggregate face amount of the New Notes exceeds $250,000,000, the issuance of such New Notes in excess of $250,000,000 shall be used to exchange and/or redeem the 7-7/8% Notes, and (5) except as otherwise provided herein, nothing in this Letter Agreement shall allow any Person to incur any other new Indebtedness not allowed pursuant to Section 7.2 of the Credit Agreement. Borrower will pay to Administrative Agent, for the account of each Lender signatory to this Letter Agreement on or before 5:00 p.m., Dallas, Texas time on the date hereof, a consent fee of $50,000 that shall be distributed to such Lenders on a pro rata basis according to the Revolving Percentages of such Lenders. Such fee shall be due and payable at such time as Majority Lenders are signatory to this Letter Agreement. The Credit Agreement is hereby ratified and confirmed in all respects. Except as expressly set forth above, the execution, delivery and effectiveness of this Letter Agreement shall not operate as a waiver of any right, power or remedy of Administrative Agent or Lenders under the Credit Agreement, the Notes, or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement, the Notes, or any other Loan Document. By its execution below, each Guarantor hereby (i) consents to the provisions of this Letter Agreement and the transactions contemplated herein, (ii) ratifies and confirms the Guarantee Agreement dated as of June 11, 2001 made by it for the benefit of Administrative Agent and Lenders and the other Loan Documents executed pursuant to the Credit Agreement, (iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Letter Agreement and the other documents and instruments executed in connection herewith, and (iv) agrees that the Guarantee Agreement and such other Loan Documents shall remain in full force and effect. This Letter Agreement is a "Loan Document" as defined and described in the Credit Agreement and all of the terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto. This Letter Agreement may be executed in multiple counterparts, all of which shall constitute one Letter Agreement. This Letter Agreement may be validly executed by facsimile or other electronic transmission. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] Please execute a copy of this Letter Agreement in the space provided below to evidence your agreement to and acknowledgment of the foregoing. Very truly yours, UNION BANK OF CALIFORNIA, N.A. Administrative Agent, Collateral Agent and Lender By: /s/ RANDALL OSTERBERG ---------------------------------- Name: Randall Osterberg Title: Senior Vice President By: /s/ JOHN CLARK ------------------------------------ Name: John Clark Title: Vice President ACKNOWLEDGED AND AGREED to as of the date first written above: BORROWER: -------- CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP By: Chesapeake Operating, Inc., its general partner By: /s/ MARTHA A. BURGER ----------------------------------- Name: Martha A. Burger Title: Treasurer & Sr. Vice President Human Resources GUARANTORS: CHESAPEAKE ENERGY CORPORATION By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer & Sr. Vice President Human Resources THE AMES COMPANY, INC. By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer CHESAPEAKE ACQUISITION CORPORATION By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer CHESAPEAKE ENERGY LOUISIANA CORPORATION By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer CHESAPEAKE OPERATING, INC. By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer & Sr. Vice President Human Resources CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP By: CHESAPEAKE OPERATING, INC., its General Partner By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer & Sr. Vice President Human Resources CHESAPEAKE ROYALTY COMPANY By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer CHESAPEAKE-STAGHORN ACQUISITION L .P. By: CHESAPEAKE OPERATING, INC., its General Partner By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer & Sr. Vice President Human Resources CHESAPEAKE LOUISIANA, L.P. By: CHESAPEAKE OPERATING, INC., its General Partner By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer & Sr. Vice President Human Resources GOTHIC ENERGY CORPORATION By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer GOTHIC PRODUCTION CORPORATION By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer NOMAC DRILLING CORPORATION By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer CARMEN ACQUSITION CORP. By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer SAP ACQUISITION CORP. By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer CHESAPEAKE MOUNTAIN FRONT CORP. By: /s/ MARTHA A. BURGER --------------------------------- Name: Martha A. Burger Title: Treasurer LENDERS: BANK OF OKLAHOMA, N.A. By: /s/ JOHN N. HUFF ------------------------------------ Name: John N. Huff Title: Vice President BANK OF SCOTLAND By: /s/ JOSEPH FRATUS ------------------------------------ Name: Joseph Fratus Title: First Vice President BEAR STEARNS CORPORATE LENDING INC. By: /s/ VICTOR BULZACCHELLI ------------------------------------ Name: Victor Bulzacchelli Title: Authorized Agent BNP PARIBAS By: /s/ BETSY JOCHER ------------------------------------ Name: Betsy Jocher Title: Vice President By: /s/ GABE ELLISOR ------------------------------------ Name: Gabe Ellisor Title: Vice President COMERICA BANK - TEXAS By: /s/ PETER L. SEFZIK ------------------------------------ Name: Peter L. Sefzik Title: Assistant Vice President COMPASS BANK By: /s/ KATHLEEN J. BOWEN ------------------------------------ Name: Kathleen J. Bowen Title: Vice President CREDIT AGRICOLE INDOSUEZ By: ------------------------------------ Name: Title: NATEXIS BANQUES POPULAIRES By: /s/ DONOVAN C. BROUSSARD ------------------------------------ Name: Donovan C. Broussard Title: Vice President By: /s/ DANIEL PAYER ------------------------------------ Name: Daniel Payer Title: Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ DOUG CLARK ------------------------------------ Name: Doug Clark Title: Vice President RZB FINANCE LLC By: /s/ FRANK J. YAUTZ ------------------------------------ Name: Frank J. Yautz Title: First Vice President By: /s/ JOHN A. VALISKA ------------------------------------ Name: John A. Valiska Title: Group Vice President SUMITOMO MITSUI BANKING CORPORATION By: /s/ DAVID A. BUCK ------------------------------------ Name: David A. Buck Title: Senior Vice President TORONTO DOMINION (TEXAS), INC. By: /s/ DEBBIE A. GREENE ------------------------------------ Name: Debbie A. Greene Title: Vice President WASHINGTON MUTUAL BANK, FA By: /s/ MARK ISENSEE ------------------------------------ Name: Mark Isensee Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: /s/ BERNARD WEYMULLER ------------------------------------ Name: Bernard Weymuller Title: Senior Vice President