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Registration Rights Agreement

 

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Title:

Registration Rights Agreement

Entities:

Banc of America Securities LLC; BMO Nesbitt Burns Corp.; BNP Paribas Securities Corp.; Citigroup Global Markets Inc.; Credit Suisse First Boston LLC; Deutsche Bank Securities Inc.; Lehman Brothers Inc.; Midcon Compression LP; Suntrust Capital Markets, Inc.; UBS Securities LLC; Wachovia Capital Markets, LLC; Cravath, Swaine & Moore LLP

Date:

2005

Size:

Preview shows 8KB of 75KB total

Price:

$50

ID:

#2649911

 

 

► Corporate ► Rights ► Registration Rights Agreements
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$600,000,000

 

CHESAPEAKE ENERGY CORPORATION

 

6.50% Senior Notes due 2017

 

REGISTRATION RIGHTS AGREEMENT

 

August 16, 2005

 

BANC OF AMERICA SECURITIES LLC

BEAR, STEARNS & CO. INC.

CREDIT SUISSE FIRST BOSTON LLC

LEHMAN BROTHERS INC.

UBS SECURITIES LLC

As representatives (the Representatives) of the several Purchasers

c/o Banc of America Securities LLC

9 West 57th Street, 40th Floor

New York, NY 10019

 

Dear Ladies and Gentlemen:

 

Chesapeake Energy Corporation, an Oklahoma corporation (the Issuer), proposes to issue and sell (i) to Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc., UBS Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Wachovia Capital Markets, LLC, ABN AMRO Incorporated, BOSC, Inc., BMO Nesbitt Burns Corp., BNP Paribas Securities Corp., Calyon Securities (USA) Inc., Comerica Securities Inc., Fortis Securities LLC, Raymond James & Associates, Inc., RBC Capital Markets Corporation, Greenwich Capital Markets, Inc., TD Securities (USA) LLC, Piper Jaffray & Co. and Wells Fargo Securities, LLC, upon the terms set forth in a purchase agreement dated August 12, 2005 and (ii) to the initial purchasers named above and SunTrust Capital Markets, Inc. (together, the Initial Purchasers), upon the terms set forth in a purchase agreement dated August 11, 2005 (together, the Purchase Agreements), a total of $600,000,000 aggregate principal amount of its 6.50% Senior Notes due 2017 (the Initial Securities) to be initially guaranteed (the Guarantees) by Chesapeake Eagle Canada Corp., Chesapeake Energy Louisiana Corporation, Chesapeake Energy Marketing, Inc., Chesapeake Operating Inc., Chesapeake PRH Corp., Chesapeake South Texas Corp., Nomac Drilling Corporation, Oxley Petroleum Co., 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., 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., Chesapeake Exploration Limited Partnership, Chesapeake Louisiana, L.P., Chesapeake NFW, L.P., Chesapeake Permian, L.P., Chesapeake Sigma, L.P., Chesapeake-Staghorn Acquisition L.P., Chesapeake Zapata, L.P. and MidCon Compression, L.P., (the Guarantors and, collectively with the Issuer, the Company). The Initial Securities will be issued pursuant to the Indenture, dated as of August 16, 2005 (the Indenture), among the Issuer, the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee (the Trustee). As an inducement to the Initial Purchasers to enter into the Purchase Agreements, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively, the Holders), as follows:

 

1. Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 120 days (such 120th day being a Filing Deadline) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreements (the Closing Date), file with the Securities and Exchange Commission (the


Commission) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the Securities Act), or amend an existing registration statement (each such registration statement, an Exchange Offer Registration Statement), with respect to a proposed offer (the Registered Exchange Offer) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the Exchange Securities). Each of the Issuer and the Guarantors shall use its best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 240 days after the Closing Date (such 240th day being an Effectiveness Deadline) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders.


 

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