AMENDED AND RESTATED TRUST AGREEMENT OF CHESAPEAKE GRANITE WASH TRUST AMONG CHESAPEAKE ENERGY CORPORATION, CHESAPEAKE EXPLORATION, L.L.C., THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AND THE CORPORATION TRUST COMPANY Dated: As of [•], 2011Trust Agreement • November 2nd, 2011 • Chesapeake Granite Wash Trust • Crude petroleum & natural gas • Delaware
This Amended and Restated Trust Agreement of Chesapeake Granite Wash Trust (the “Trust”), is entered into effective as of the Closing Date (as hereinafter defined), by and among CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation with its principal office in Oklahoma City, Oklahoma (“Chesapeake”), as trustor, CHESAPEAKE EXPLORATION, L.L.C., an Oklahoma limited liability company with its principal office in Oklahoma City, Oklahoma (“Chesapeake Exploration”), THE CORPORATION TRUST COMPANY, a corporation organized under the laws of the State of Delaware with its principal office in Wilmington, Delaware (“Corporation Trust”), as Delaware Trustee (as hereinafter defined), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America with its principal place of business in New York, New York (the “Bank”), as Trustee (as hereinafter defined).
PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (PUD)Perpetual Overriding Royalty Interest Conveyance • November 2nd, 2011 • Chesapeake Granite Wash Trust • Crude petroleum & natural gas • Oklahoma
This PERPETUAL OVERRIDING ROYALTY INTEREST CONVEYANCE (this “Conveyance”) from Chesapeake Exploration, L.L.C., an Oklahoma limited liability company, with offices at 6100 North Western Avenue, Oklahoma City, OK 73118 (“Assignor”) to Chesapeake Granite Wash Trust, a statutory trust formed under the laws of the State of Delaware, with offices at c/o The Bank of New York Mellon Trust Company, N.A., Institutional Trust Services, 919 Congress Avenue, Suite 500, Austin, Texas 78701 (“Assignee”), dated [ ], 2011, is delivered to be effective as of 12:01 a.m., Central Time, on July 1, 2011 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article II below.
DEVELOPMENT AGREEMENTDevelopment Agreement • November 2nd, 2011 • Chesapeake Granite Wash Trust • Crude petroleum & natural gas • Oklahoma
This Development Agreement (the “Development Agreement”) by and among Chesapeake Energy Corporation, an Oklahoma corporation, with offices at 6100 North Western Avenue, Oklahoma City, Oklahoma 73118 (“Chesapeake Parent”), Chesapeake Exploration, L.L.C., an Oklahoma limited liability company and wholly owned subsidiary of Chesapeake Parent with offices at 6100 North Western Avenue, Oklahoma City, Oklahoma 73118 (“Assignor” and, together with Chesapeake Parent, “Chesapeake”), and Chesapeake Granite Wash Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”), is dated [—], 2011 but delivered to be effective as of 12:01 a.m., Central Time, July 1, 2011 (the “Effective Time”).
23,375,000 COMMON UNITS CHESAPEAKE GRANITE WASH TRUST CHESAPEAKE ENERGY CORPORATION COMMON UNITS REPRESENTING BENEFICIAL INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2011 • Chesapeake Granite Wash Trust • Crude petroleum & natural gas • New York
Space above for County Recorder’s UseMortgage With Power of Sale • November 2nd, 2011 • Chesapeake Granite Wash Trust • Crude petroleum & natural gas • Oklahoma
THIS INSTRUMENT IS TO BE FILED AND RECORDED AS A MORTGAGE IN THE REAL ESTATE RECORDS OF EACH COUNTY IN WHICH THE LANDS DESCRIBED IN EXHIBIT A, OR ANY PORTION THEREOF, ARE LOCATED.
TERM OVERRIDING ROYALTY INTEREST CONVEYANCE (PUD)Term Overriding Royalty Interest Conveyance • November 2nd, 2011 • Chesapeake Granite Wash Trust • Crude petroleum & natural gas • Oklahoma
This TERM OVERRIDING ROYALTY INTEREST CONVEYANCE (this “Conveyance”) from Chesapeake Exploration, L.L.C., an Oklahoma limited liability company, with offices at 6100 North Western Avenue, Oklahoma City, OK 73118 (“Assignor”) to Chesapeake E&P Holding Corporation, an Oklahoma corporation, with offices at 6100 North Western Avenue, Oklahoma City, OK 73118 (“Assignee”), dated [ ], 2011, is delivered to be effective as of 12:01 a.m., Central Time, on July 1, 2011 (the “Effective Time”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article II below.
