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This excerpt taken from the CHK 10-Q filed May 11, 2009. AMENDMENTS Section 2.1. Defined Terms. (a) The definition of “Applicable Margin” in Section 1.1 of the Original Agreement is hereby amended in its entirety to read as follows: ““Applicable Margin”: for each Type of Revolving Loan, on any day, the rate per annum set forth at the appropriate intersection at the relevant column heading below based on the Applicable Rating Level as of the close of business on the immediately preceding Business Day:
(b) The definition of “Commitment Fee Rate” in Section 1.1 of the Original Agreement is hereby amended in its entirety to read as follows: ““Commitment Fee Rate”: on any day, a rate per annum equal to 0.500%.” (c) The definition of “Consolidated Total Capitalization” in Section 1.1 of the Original Agreement is hereby amended in its entirety to read as follows: ““Consolidated Total Capitalization”: Consolidated Indebtedness plus stockholders’ equity of the Group Members as determined on a consolidated basis in accordance with GAAP; excluding, however, the stockholder’s equity of any Group Member attributable to such Group Member’s ownership of equity interests in any Unrestricted Subsidiary; provided, however, that all calculations of Consolidated Total Capitalization beginning December 31, 2008 shall exclude the effects of any write down of oil or gas assets which is required under Rule 4-10 (Financial Accounting and Reporting for Oil and Gas Producing Activities Pursuant to the Federal Securities Laws and the Energy Policy and Conservation Act of 1975) of Regulation S-X, promulgated by SEC regulation, or by the equivalent write down required by GAAP.” Section 2.2. Financial Condition Covenants. Section 7.1(a) of the Original Agreement is hereby amended in its entirety to read as follows: “(a) Consolidated Indebtedness to Total Capitalization Ratio. Permit the ratio of (i) Consolidated Indebtedness to (ii) Consolidated Total Capitalization at any time (x) prior to the Collateral Release Date, to be greater than 0.70 to 1.0 or (y) after the Collateral Release Date, to be greater than 0.65 to 1.0. The portion of any reduction in Consolidated Total Capitalization that results from non-cash write downs of assets related to changes in accounting practices (whether or not required under GAAP), shall not be effective for purposes of this Section 7.1(a) until 60 days after such non-cash write down is reflected on financial statements delivered pursuant to Section 6.1(a) or (b).”
ARTICLE III. This excerpt taken from the CHK 8-K filed Jun 13, 2007. Amendments
These bylaws may be altered, amended or repealed or new bylaws may be adopted in accordance with the corporation’s Certificate of Incorporation, as the same may be amended or supplemented, and the Act.
I hereby certify that the foregoing is a full, true and correct copy of the bylaws of Chesapeake Energy Corporation, an Oklahoma corporation, as in effect on the date hereof.
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