EX-2.2 4 dex22.txt LETTER AGREEMENT EXHIBIT 2.2 CHESAPEAKE ENERGY CORPORATION 6100 N. Western Oklahoma City, Oklahoma 73118 April 19, 2002 Leo Woodard 211 N. Robinson, Suite 1000N Oklahoma City, Oklahoma 73102 John Penton 211 N. Robinson, Suite 1000N Oklahoma City, Oklahoma 73102 Re: Goodwill Protection Agreement Dear Leo and John: The purposes of this letter is to set forth our agreement relating to each of your Goodwill Protection Agreements to be entered into in connection with the closing of that certain Agreement and Plan of Merger among Canaan Energy Corporation, CHK Acquisition, Inc. and Chesapeake Energy Corporation dated April 19, 2002 ("Merger Agreement"). Capitalized terms used herein have the same meaning as set forth in the Merger Agreement. Schedule 5.9.1 to the Canaan Disclosure Schedule sets forth the summary of severance related arrangements. This letter will document our agreement that if for any reason the total of all actual severance payments made as set forth in such schedule exceeds $5,556,878.00, the last installments of the payments payable to you under the Goodwill Protection Agreements will be reduced by 50% of such excess for each of you. If the foregoing accurately reflects our agreement, please so indicate by signing in the spaces provided below. Very truly yours, CHESAPEAKE ENERGY CORPORATION By: /s/ Aubrey K. McClendon ------------------------------------ Aubrey K. McClendon, Chief Executive Officer Leo Woodard, et al. April 18, 2002 Page 2 of 2 Accepted and agreed to this 19th day of April 2002. /s/ Leo Woodard --------------------------------------- Leo Woodard /s/ John Penton --------------------------------------- John Penton Acknowledged by: CANAAN ENERGY CORPORATION By: Leo E. Woodard ---------------------------------------- Leo E. Woodard, Chairman and Chief Executive Officer