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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Midcon Compression LP; Wachovia Capital Markets, LLC; Cravath, Swaine & Moore LLP |
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Date: |
2005 |
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Size: |
Preview shows 6KB of 73KB total |
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Price: |
$44 |
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ID: |
#2649916 |
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$600,000,000
CHESAPEAKE ENERGY CORPORATION
6.25% Senior Notes due 2018
REGISTRATION RIGHTS AGREEMENT
June 20, 2005
WACHOVIA CAPITAL MARKETS, LLC
One Wachovia Center
301 South College Street
Charlotte, NC 28288-0604
Dear Ladies and Gentlemen:
Chesapeake Energy Corporation, an Oklahoma corporation (the Issuer), proposes to issue and sell to Wachovia Capital Markets, LLC (the Initial Purchaser), upon the terms set forth in a purchase agreement dated June 6, 2005 (the Purchase Agreement), $600,000,000 aggregate principal amount of its 6.25% Senior Notes due 2018 (the Initial Securities) to be initially guaranteed (the Guarantees) by 601541 N.B. Ltd., 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 June 20, 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 Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of the Initial Purchaser 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 Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (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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