Thirteenth Supplemental Indenture 7.5% senior notes due 2013



 Exhibit 4.6.1 
  

 CHESAPEAKE ENERGY CORPORATION 
 and 
 the Subsidiary Guarantors named herein 
  

 7.5% SENIOR NOTES DUE 2013

  

 THIRTEENTH
SUPPLEMENTAL INDENTURE 
 DATED AS OF AUGUST 7, 2007 
  

 THE BANK OF NEW YORK TRUST COMPANY, N.A. 
 as Trustee 
  

  








 THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of August 7, 2007, is among Chesapeake Energy
Corporation, an Oklahoma corporation (the “Company”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and The Bank of New
York Trust Company, N.A., as Trustee. 
 RECITALS 
 WHEREAS, the Company, the Subsidiary Guarantors a party thereto and the Trustee entered into an Indenture, dated as of March 5, 2003, as supplemented prior to the date hereof (the “Indenture”),
pursuant to which the Company has originally issued $300,000,000 in principal amount of 7.5% Senior Notes due 2013 (the “Notes”); and 
 WHEREAS, Section 9.01(3) of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture without notice to or consent of any Holder to reflect the
release of any Subsidiary Guarantor as provided for in the Indenture; and 
 WHEREAS, the Company has taken all actions required to effect
the release, pursuant to Sections 10.02 and 10.04 of the Indenture, of Chesapeake Eagle Canada Corp. (“Eagle Canada”), a New Brunswick corporation, Chesapeake Acquisition L.L.C. (“Chesapeake Acquisition”), an Oklahoma limited
liability company, Chesapeake Exploration Limited Partnership (“CELP”), an Oklahoma limited partnership, and Chesapeake Sigma, L.P. (“Sigma”), an Oklahoma limited partnership; and 
 WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the bylaws (or comparable constituent documents) of the Company,
of the Subsidiary Guarantors and of the Trustee necessary to make this Thirteenth Supplemental Indenture a valid instrument legally binding on the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done
and performed; 
 NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the
Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 
 ARTICLE 1 
 Section 1.01. This Thirteenth Supplemental Indenture is supplemental to the Indenture and does and
shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. 
 Section 1.02. This Thirteenth Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee. 
  

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 ARTICLE 2 
 Section 2.01. As a result of the dissolution of Eagle Canada, the Company has taken all actions required to effect the release, pursuant to Section 10.04 of the Indenture, of Eagle Canada as a
Subsidiary Guarantor. The notation on the Securities relating to the Guarantee shall be deemed to exclude the name of Eagle Canada and the signature of an Officer of Eagle Canada on its behalf. 
 Section 2.02. As a result of the merger of Chesapeake Acquisition, with and into CELP which constitutes a merger with a Subsidiary Guarantor
under Section 10.02(a) of the Indenture, Chesapeake Acquisition shall for all purposes be released as a Subsidiary Guarantor from all of its Guarantee and related obligations in the Indenture, pursuant to Section 10.04 of the Indenture.
The notation on the Securities relating to the Guarantee shall be deemed to exclude the name of Chesapeake Acquisition and the signature of an Officer of Chesapeake Acquisition on its behalf. 
 Section 2.03. As a result of the merger of CELP and Sigma, with and into Chesapeake Exploration, L.L.C. (“Chesapeake Exploration”),
an Oklahoma limited liability company, formerly known as Chesapeake ORC, L.L.C., which constitutes a merger with a Subsidiary Guarantor under Section 10.02(a) of the Indenture, CELP and Sigma shall for all purposes be released as Subsidiary
Guarantors from all of their Guarantee and related obligations in the Indenture, pursuant to Section 10.04 of the Indenture. The notation on the Securities relating to the Guarantee shall be deemed to exclude the names of CELP and Sigma and the
signature of an Officer of Chesapeake Operating, Inc. on their behalf. 
 Section 2.04. As the surviving entity in its merger
with CELP and Sigma and a Subsidiary Guarantor, Chesapeake Exploration hereby agrees to assume all of the obligations of CELP and Sigma. 
 ARTICLE 3 
 Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all
respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in
the Indenture. 
 Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the Trustee by reason of this Thirteenth Supplemental Indenture. This Thirteenth Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 
 Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS THIRTEENTH SUPPLEMENTAL INDENTURE. 
  

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 Section 3.04. The parties may sign any number of copies of this Thirteenth Supplemental
Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 
 [NEXT PAGE
IS SIGNATURE PAGE] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth Supplemental Indenture to be duly
executed, all as of the date first written above. 
  

	
	
	/s/ Jennifer M. Grigsby
	Jennifer M. Grigsby
	
	Senior Vice President, Treasurer & Corporate Secretary of the Company and of the Subsidiaries listed below:
	
	Corporate Subsidiaries:
	
	CHESAPEAKE ENERGY LOUISIANA CORPORATION
	CHESAPEAKE ENERGY MARKETING, INC.
	CHESAPEAKE SOUTH TEXAS CORP.
	DIAMOND Y ENTERPRISES, INCORPORATED
	GENE D. YOST & SON, INC.
	NOMAC DRILLING CORPORATION
	
	CHESAPEAKE OPERATING, INC.,
	On behalf of itself and, as general partner, the following limited partnership:
	
	CHESAPEAKE LOUISIANA, L.P.
	
	Limited Liability Company Subsidiaries:
	
	BLUESTEM GAS SERVICES, L.L.C.
	CARMEN ACQUISITION, L.L.C.
	CHESAPEAKE APPALACHIA, L.L.C.
	CHESAPEAKE EXPLORATION, L.L.C., formerly known as Chesapeake ORC, L.L.C.
	CHESAPEAKE LAND COMPANY, L.L.C.
	CHESAPEAKE ROYALTY, L.L.C.
	GOTHIC PRODUCTION, L.L.C.
	HAWG HAULING & DISPOSAL, L.L.C.
	HODGES TRUCKING COMPANY, L.L.C.
	MC MINERAL COMPANY, L.L.C.
	MIDCON COMPRESSION, L.L.C.


  

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	TRUSTEE:
	
	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
		
	By:	 	/s/ Linda Garcia
	Name:	 	Linda Garcia
	Title:	 	Vice President


  

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