EX-4.6.1 3 d96857ex4-6_1.txt CONSENT AND WAIVER TO AMENDED CREDIT AGREEMENT EXHIBIT 4.6.1 UNION BANK OF CALIFORNIA, N.A. 4200 LINCOLN PLAZA 500 NORTH AKARD DALLAS, TEXAS 75201 April 15, 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 acquire Canaan Energy Corporation, an Oklahoma corporation ("Canaan"), by merging a Subsidiary of Company with Canaan for cash consideration (including, without limitation, payments to acquire outstanding shares of Canaan's Capital Stock and payments to retire Indebtedness) not to exceed the amount of $145,000,000 (the "Canaan Acquisition"). Borrower and Company have requested that Administrative Agent and Lenders consent to the Canaan Acquisition. Accordingly, subject to the terms and provisions hereof, Administrative Agent and Lenders hereby: (i) consent to the Canaan Acquisition and (ii) waive any violations of the Credit Agreement resulting therefrom; provided that (1) at the time of the Canaan Acquisition, no Default or Event of Default has occurred which is continuing, (2) the Canaan Acquisition shall be approved by the Board of Directors of Company, (3) the Subsidiary surviving the Canaan Acquisition shall be (or become) a Subsidiary Guarantor under the Credit Agreement pursuant to Section 6.9(b) thereof, (4) the Canaan Acquisition shall be consummated on or before August 31, 2002, (5) cash consideration (including, without limitation, payments to acquire outstanding shares of Canaan's Capital Stock and payments to retire Indebtedness) to consummate the Canaan Acquisition shall not exceed the amount of $145,000,000, (6) contemporaneously with the consummation of the Canaan Acquisition all Indebtedness under that certain Restated and Consolidated Credit Agreement dated as of October 23, 2000 among Canaan, Bank One, Oklahoma, N.A. and the other lenders party thereto shall be paid in full, and (7) except as otherwise provided herein, nothing in this Letter Agreement shall allow any Person to make any other new Investments not allowed pursuant to Section 7.7 of the Credit Agreement. The foregoing limitations shall not be deemed to restrict Investments otherwise allowed under clause (n) of Section 7.7 of the Credit 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 (Carmen Acquisition Corp. and Sap Acquisition Corp. having become parties thereto by execution and delivery of that certain Assumption Agreement of even date herewith), (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/ ALI AHMED --------------------------------- Name: Ali Ahmed 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 ACQUISITION 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: Vice President BEAR STEARNS CORPORATE LENDING INC. By: /s/ VICTOR BULZACCHELLI ------------------------------- Name: Victor Bulzacchelli Title: Authorized Agent BNP PARIBAS By: /s/ BRIAN M. MALONE ------------------------------- Name: Brian M. Malone Title: Managing Director By: /s/ BETSY JOCHER ------------------------------- Name: Betsy Jocher 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/ LOUIS P. LAVILLE, III ------------------------------- Name: Louis P. Laville, III Title: Vice President and Group Manager PNC BANK, NATIONAL ASSOCIATION By: /s/ DOUG CLARK ------------------------------- Name: Doug Clark Title: Vice President RZB FINANCE LLC By: /s/ F. DIETER BEINTREXLER ------------------------------- Name: Dieter Beintrexler Title: President By: /s/ FRANK J. YAUTZ ------------------------------- Name: Frank J. Yautz Title: First Vice President SUMITOMO MITSUI BANKING CORPORATION By: /s/ WILLIAM M. GINN ------------------------------- Name: William M. Ginn Title: General Manager TORONTO DOMINION (TEXAS), INC. By: /s/ ANN S. SLANIS ------------------------------- Name: Ann S. Slanis Title: Vice President U.S. BANK NATIONAL ASSOCIATION By: ------------------------------- Name: Title: WASHINGTON MUTUAL BANK, FA By: /s/ MARK ISENSEE ------------------------------- Name: Mark Isensee Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: ------------------------------- Name: Title: