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EXHIBIT 99.11
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is entered into effective the 18th day of
November, 1999, among XXXXXX X. XxXXXXXXX, an individual ("XxXxxxxxx"), with a
notice address at 0000 Xxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, CHESAPEAKE
ENERGY MARKETING, INC., an Oklahoma corporation ("CEMI"), with a notice address
at 0000 Xxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, and CHESAPEAKE OPERATING,
INC., an Oklahoma corporation ("COI"), with a notice address at 0000 Xxxxx
Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000.
W I T N E S S E T H :
WHEREAS, pursuant to that certain Second Amended and Restated
Loan Agreement dated effective December 31, 1998, between CEMI and XxXxxxxxx,
CEMI extended a loan (the "CEMI Loan") to XxXxxxxxx in the principal amount of
Four Million Eight Hundred Eighty-Five Thousand Dollars ($4,885,000.00) as
evidenced by that certain Amended and Restated Promissory Note dated effective
December 31, 1998 (the "Note");
WHEREAS, COI has extended credit to Chesapeake Investments, an
Oklahoma Limited Partnership ("Investments"), an affiliate of XxXxxxxxx, for
joint interest xxxxxxxx (the "JIB Debt") in connection with the participation by
Investments in various oil and gas xxxxx drilled and operated by COI pursuant to
that certain Amended and Restated Employment Agreement dated effective July 1,
1998, between XxXxxxxxx and Chesapeake Energy Corporation, an Oklahoma
corporation ("CEC"), as amended by that certain First Amendment to Amended and
Restated Employment Agreement dated effective December 31, 1998;
WHEREAS, shares of Worldgate Communications, Inc., pledged to
secure the CEMI Loan, were sold and the proceeds from such sale in an amount
equal to Three Hundred Thousand Dollars ($300,000.00) have been or will be paid
to CEMI and applied against the CEMI Loan (the "Worldgate Proceeds"); and
WHEREAS, XxXxxxxxx and CEMI desire to satisfy the CEMI Loan by
XxXxxxxxx conveying to CEMI shares of CEC common stock, par value $.01 (the
"Common Stock"), having a Fair Market Value (as hereafter defined) equal to the
unpaid principal balance of the CEMI Loan plus any accrued and unpaid interest
and less the Worldgate Proceeds applied against the CEMI Loan.
NOW THEREFORE, in consideration of the agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Debt Amounts. As of November 18, 1999, and after the anticipated
application of the Worldgate Proceeds, the parties agree that: the amount due
and owing by XxXxxxxxx for the CEMI Loan equals Three Million Eight Hundred
Ninety-Seven Thousand One Hundred Eight and 69/100 Dollars ($3,897,108.69)
consisting of unpaid principal in the amount of Three Million Eight Hundred
Forty-Six Thousand Eight Hundred Twenty-Seven and 55/100 Dollars ($3,846,827.55)
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EXHIBIT 99.11
with accrued and unpaid interest in the amount of Fifty Thousand Two Hundred
Eighty-One and 14/100 Dollars ($50,281.14); and the amount of the JIB Debt owing
by Investments equals One Million Three Hundred Sixty-Two Thousand Twenty-Two
and 64/100 Dollars ($1,362,022.64).
2. CEMI Loan. In accordance with the terms of this Agreement, XxXxxxxxx
hereby sells to CEMI and CEMI hereby purchases from XxXxxxxxx the number of
shares of Common Stock having a Fair Market Value equal to the unpaid principal
and interest for the CEMI Loan, which shares of Common Stock will be free and
clear of all liens, claims and encumbrances. Contemporaneous with the execution
of this Agreement, XxXxxxxxx will deliver or cause to be delivered to CEMI:
shares of Common Stock evidenced by certificates in XxXxxxxxx'x name having a
Fair Market Value equal to the unpaid principal and interest for the CEMI Loan;
and a stock assignment separate from certificate covering such shares of Common
Stock executed by XxXxxxxxx with signature guaranteed in form and substance
satisfactory to CEMI. For purposes of this Agreement the term "Fair Market
Value" means the lesser of the following: (y) the average of the closing price
for the Common Stock on the New York Stock Exchange for the ten (10) trading
days immediately preceding the date of this Agreement; or (z) the closing price
for the Common Stock on the New York Stock Exchange on the date immediately
prior to the date of this Agreement. On delivery of the foregoing Common Stock,
the CEMI Loan will be deemed to be satisfied in full and CEMI agrees to execute
and deliver to XxXxxxxxx the receipt and acknowledgment at Schedule "A" attached
as a part hereof.
3. Conditions Precedent. The obligation of CEMI and COI to perform the
terms of this Agreement are subject to the following conditions precedent: the
approval of this Agreement by CEC's Board Directors; the delivery by XxXxxxxxx
of the required number of shares of Common Stock free and clear of all liens,
claims and encumbrances including, without implied limitation, any security
interest in the shares of Common Stock in favor of any margin lender; and the
grant and perfection of a first and prior security interest to COI by XxXxxxxxx
or Investments in collateral reasonably acceptable to COI to secure the unpaid
balance of the JIB Debt in substantially the form at Schedule "B" attached as a
part hereof.
4. Miscellaneous. It is further agreed as follows:
4.1 Notices. All notices required hereunder will be in writing and
served by certified mail, return receipt requested, postage
prepaid, at the addresses shown above, until notification of a
change of such addresses. Any notice, demand or communication
required or permitted to be given by any provision of this
Agreement will be in writing and will be deemed to have been
given and received when delivered personally or by
telefacsimile to the party designated to receive such notice,
or on the date following the day sent by overnight courier, or
on the third (3rd) business day after the same is sent by
certified mail, postage and charges prepaid, directed to the
addresses shown above or to such other or additional addresses
as any party might designate by written notice to the other
parties.
4.2 Binding Effect. This Agreement will inure to the benefit of
and bind the respective successors and permitted assigns of
the parties hereto.
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EXHIBIT 99.11
4.3 Severability. If any clause or provision of this Agreement is
illegal, invalid or unenforceable under any present or future
law, the remainder of this Agreement will not be affected
thereby. It is the intention of the parties that if any such
provision is held to be illegal, invalid or unenforceable,
there will be added in lieu thereof a provision as similar in
terms to such provision as is possible to make such provision
legal, valid and enforceable.
4.4 Entire Agreement. This Agreement constitutes the entire
agreement between XxXxxxxxx and CEMI with respect to
XxXxxxxxx'x surrender of Common Stock in satisfaction of the
CEMI Loan.
4.5 Headings. Paragraph or other headings contained in this
Agreement are for reference purposes only and are not intended
to affect in any way the meaning or interpretation of this
Agreement.
4.6 Amendment. Neither this Agreement nor any of the provisions
hereof can be changed, waived, discharged or terminated,
except by an instrument in writing signed by the party against
whom enforcement of the change, waiver, discharge or
termination is sought.
4.7 Governing Law. This Agreement shall be interpreted and
construed under and by virtue of the internal laws of the
State of Oklahoma, regardless of the domicile and/or residence
of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective the date first above written.
/s/ Xxxxxx X. XxXxxxxxx
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XXXXXX X. XxXXXXXXX, individually
("XxXxxxxxx")
CHESAPEAKE ENERGY MARKETING, INC., an
Oklahoma corporation
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Vice President
and Chief Financial Officer
("CEMI")
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EXHIBIT 99.11
CHESAPEAKE OPERATING, INC., an Oklahoma
corporation
By /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Executive Vice
President and Chief Financial Officer
("COI")
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