Sixth Supplemental Indenture 2.75% senior notes due 2035



 Exhibit 4.13.1 
  

 CHESAPEAKE ENERGY CORPORATION 
 and 
 the Subsidiary Guarantors named herein 
  

 2.75% CONTINGENT CONVERTIBLE SENIOR
NOTES DUE 2035 
  

 SIXTH
SUPPLEMENTAL INDENTURE 
 DATED AS OF AUGUST 7, 2007 
  

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

  
  








 THIS SIXTH 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 November 8, 2005, (the “Indenture”), pursuant to which the Company has
originally issued $690,000,000 in principal amount of 2.75% Contingent Convertible Senior Notes due 2035 (the “Notes”); 
 WHEREAS, Section 10.01(1) 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 cure any ambiguity, defect or
inconsistency therein; 
 WHEREAS, Section 10.01(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; 
 WHEREAS, the Company has taken all actions required to effect the release, pursuant to Sections 11.02 and 11.04 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 Sixth 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 Sixth 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. 
  

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 Section 1.02. This Sixth Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee. 
 ARTICLE 2 
 Section 2.01. Pursuant to section 10.01(1) of the Indenture, the second sentence of Section 9.05(b)(iv) is hereby amended by deleting
the word “multiplied” from such sentence and replacing such word with the word “divided” to correct a misstatement of the formula for calculating the adjustment to Schedule A to the Indenture. 
 ARTICLE 3 
 Section 3.01.
As a result of the dissolution of Eagle Canada, the Company has taken all actions required to effect the release, pursuant to Section 11.04 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 3.02. As a result of the merger of Chesapeake Acquisition, with and into CELP which constitutes a merger with a Subsidiary Guarantor under Section 11.02(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 11.04 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 3.03. 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 11.02(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 11.04 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 3.04. 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 4 
 Section 4.01. 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. 
  

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 Section 4.02. 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 Sixth Supplemental Indenture. This Sixth 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 4.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SIXTH SUPPLEMENTAL INDENTURE. 
 Section 4.04. The parties may sign any number of copies of this Sixth 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 Sixth 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 partnerships:
	
	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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