UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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DECEMBER 22, 2004 (DECEMBER 21, 2004)
CHESAPEAKE ENERGY CORPORATION
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(Exact name of Registrant as specified in its Charter)
OKLAHOMA 1-13726 73-1395733
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118
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(Address of principal executive offices) (Zip Code)
(405) 848-8000
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.03 - MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
On December 21, 2004, Chesapeake Energy Corporation executed and delivered a
supplemental indenture to The Bank of New York as trustee which removes certain
covenants and events of default under the Indenture dated as of November 5, 2001
with respect to 8.375% senior notes due 2008. The following sections of the
Indenture, and all references thereto, were deleted in their entirety: Section
4.2 (SEC REPORTS); Section 4.3 (COMPLIANCE CERTIFICATES); Section 4.4
(MAINTENANCE OF AN OFFICE OR AGENCY); Section 4.5 (CORPORATE EXISTENCE) Section
4.6 (WAIVER OF STAY, EXTENSION OR USURY LAWS); Section 4.7 (PAYMENT OF TAXES AND
OTHER CLAIMS); Section 4.8 (MAINTENANCE OF PROPERTIES AND INSURANCE); Section
4.9 (LIMITATION ON LIENS); Section 4.10 (Limitation on Restricted Payments);
Section 4.11 (Limitation on Sale of Assets); Section 4.12 (Limitation on Liens
Securing Indebtedness); Section 4.13 (LIMITATION ON SALE/LEASEBACK
TRANSACTIONS); Section 4.14 (Limitation on Payment Restrictions Affecting
Subsidiaries); Section 4.15 (Limitation on Transactions with Affiliates);
Section 4.16 (Change of Control); Section 5.1 (WHEN COMPANY MAY MERGE, ETC.) and
each of subsections (4), (5), (6), (8) and (9) of Section 6.1 (EVENTS OF
DEFAULT). A copy of the supplemental indenture is attached as exhibit 4.1 to
this Current Report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DOCUMENT DESCRIPTION
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4.1 Tenth Supplemental Indenture dated December 21, 2004 to
Indenture dated as of November 5, 2001 among Chesapeake
Energy Corporation, as issuer, its subsidiaries
signatory thereto as Subsidiary Guarantors and The Bank
of New York, as Trustee, with respect to 8.375% Senior
Notes due 2008.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION
By: /s/ Aubrey K. McClendon
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Aubrey K. McClendon
Chairman of the Board and
Chief Executive Officer
Date: December 22, 2004
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
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4.1 Tenth Supplemental Indenture dated December 21, 2004 to
Indenture dated as of November 5, 2001 among Chesapeake
Energy Corporation, as issuer, its subsidiaries
signatory thereto as Subsidiary Guarantors and The Bank
of New York, as Trustee, with respect to 8.375% Senior
Notes due 2008.
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