Fourth Amendment dated as of March 31, 2009



 Exhibit 4.4.1 
 FOURTH AMENDMENT 
 TO 
 SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS FOURTH AMENDMENT TO SEVENTH
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 31, 2009 (but effective on the Effective Date, defined below in Section 3.1) by and among Chesapeake Energy Corporation (the
“Company”), Chesapeake Exploration, L.L.C. (“Chesapeake Exploration”) and Chesapeake Appalachia, L.L.C. (“Chesapeake Appalachia”, and together with Chesapeake Exploration, collectively,
“Co-Borrowers”), Union Bank, N.A., as Administrative Agent (“Agent”), the other agents named therein and the Lenders from time to time parties thereto (“Lenders”). 
 W I T N E S S E T H: 
 WHEREAS, Co-Borrowers,
the Company, Agent and Lenders entered into that certain Seventh Amended and Restated Credit Agreement dated as of November 2, 2007 (as amended from time to time prior to the date hereof, the “Original Agreement”), for the
purpose and consideration therein expressed, whereby Lenders became obligated to make loans and extend credit to Co-Borrowers as therein provided; 
 WHEREAS, Co-Borrowers, the Company, Agent and Lenders party hereto desire to amend the Original Agreement as set forth herein; 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, in consideration of the loans and extensions of credit that may hereafter be made by Lenders and the
Issuing Lenders to Co-Borrowers, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: 
 ARTICLE I. 
 DEFINITIONS AND REFERENCES 
 Section 1.1. Terms Defined in the Original Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the
terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment. 
 Section 1.2. Other Defined
Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2. 
 “Amendment” means this Fourth Amendment to Seventh Amended and Restated Credit Agreement. 
 “Credit Agreement” means the Original Agreement as amended hereby. 
 “Effective Date” has the meaning given to such term in Section 3.1. 







 ARTICLE II. 
 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: 
  

							
	 Applicable
 Rating Level
	  	Base Rate Loans	 	 	Eurodollar Loans	 
	    Level I	  	0.750	%	 	2.250	%
	    Level II	  	0.500	%	 	2.000	%
	    Level III	  	0.250	%	 	1.750	%
	    Level IV	  	0.125	%	 	1.625	%
	    Level V	  	0.000	%	 	1.500	%”

 (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. 
 CONDITIONS OF EFFECTIVENESS; CLOSING 
 Section 3.1. Effective Date. This Amendment shall
become effective on the date (the “Effective Date”) when Agent shall have received: 
 (a) duly executed and
delivered in form and substance satisfactory to Agent, all of the following: 
 (i) this Amendment duly executed by
Co-Borrowers, the Company, Agent, and Majority Lenders; 
 (ii) the Consent Agreement attached hereto duly executed by all
Subsidiary Guarantors; 
 (iii) such other supporting documents as the Agent may reasonably request. 
 (b) for the account of each Lender (other than a Defaulting Lender) who executes this Amendment on or before the Effective Date, an
amendment fee equal to 0.10% of such Lender’s Revolving Percentage of the current Total Revolving Commitments. 
 ARTICLE IV. 

REPRESENTATIONS AND WARRANTIES 
 Section 4.1. Representations and Warranties of Co-Borrowers. In order to induce each Lender to enter into this Amendment, the Company and Co-Borrowers represent and warrant to Agent and to each Lender that: 
 (a) The representations and warranties contained in Section 4 of the Original Agreement are true and correct at and as of the
time of the effectiveness hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date. 
 (b) The Company and Co-Borrowers are duly authorized to execute and deliver this Amendment and are and will continue to be duly authorized
to borrow monies and to perform their respective obligations under the Credit Agreement. The Company and Co-Borrowers 








 
have duly taken all corporate or limited liability company action necessary to authorize the execution and delivery of this Amendment and to authorize the
performance of the obligations of the Company and Co-Borrowers hereunder. 
 (c) The execution and delivery by each of the
Company and Co-Borrowers of this Amendment, the performance by each of the Company and Co-Borrowers of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law,
statute, rule or regulation or of the certificate of incorporation or organization, bylaws, or agreement of limited liability company of the Company or either of the Co-Borrowers (as applicable), or of any material agreement, judgment, license,
order or permit applicable to or binding upon the Company or either of the Co-Borrowers, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or either of the Co-Borrowers. Except for those which
have been obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Co-Borrowers of this Amendment or to consummate the
transactions contemplated hereby. 
 (d) When duly executed and delivered, each of this Amendment and the Credit Agreement
will be a legal and binding obligation of the Company and Co-Borrowers, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’
rights and by equitable principles of general application. 
 (e) The audited annual consolidated financial statements of the
Company dated as of December 31, 2008 fairly present the consolidated financial position at such date and the consolidated statement of operations and the changes in consolidated financial position for the period ending on such date for the
Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of
the Company. 
 ARTICLE V. 
 MISCELLANEOUS 
 Section 5.1. Ratification of Agreements. The Original Agreement as hereby amended and each of
the Security Documents is hereby ratified and confirmed in all respects. Each Loan Party affirms that the terms of the Security Documents secure, and shall continue to secure, all of the Obligations, after giving effect to this Amendment. Any
reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of Lenders under the Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document. 
 Section 5.2. Survival of Agreements. All representations, warranties, covenants and agreements of the Company and Co-Borrowers herein shall
survive the execution and delivery of 








 
this Amendment and the performance hereof, including without limitation the making or granting of the Loans, and shall further survive until all of the
Obligations are paid in full. All statements and agreements contained in any certificate or instrument delivered by the Company, Co-Borrowers or any Subsidiary Guarantor hereunder or under the Credit Agreement to any Lender shall be deemed to
constitute representations and warranties by, and/or agreements and covenants of, such Loan Party under this Amendment and under the Credit Agreement. 
 Section 5.3. Loan Documents. This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto. 
 Section 5.4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Texas and any
applicable laws of the United States of America in all respects, including construction, validity and performance. 
 Section 5.5.
Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment
may be validly executed by facsimile or other electronic transmission. 
 THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. 
 [The remainder of this page intentionally left blank. Signature pages follow.] 







 IN WITNESS WHEREOF, this Amendment is executed as of the date first above written. 
  

			
	CHESAPEAKE ENERGY CORPORATION
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby
		 	Treasurer and Senior Vice President
	
	CHESAPEAKE EXPLORATION, L.L.C.
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby
		 	Treasurer and Senior Vice President
	
	CHESAPEAKE APPALACHIA, L.L.C.
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby
		 	Treasurer and Senior Vice President










			
	UNION BANK, N.A.,
	as Administrative Agent, as Swing Line Lender, as an Issuing Lender and as a Lender
		
	By:	 	 /s/ Randall L. Osterberg

	Name:	 	 Randall L. Osterberg

	Title:	 	 Sr. Vice President – US Marketing Manager











			
	THE ROYAL BANK OF SCOTLAND plc, as
	Syndication Agent, as an Issuing Lender and as a
	Lender	 	
		
	By:	 	 /s/ Lucy Walker

	Name:	 	 Lucy Walker

	Title:	 	 Vice President











			
	BNP PARIBAS, as Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Richard Hawthorne

	Name:	 	 Richard Hawthorne

	Title:	 	 Director

		
	By:	 	 /s/ Edward Pak

	Name:	 	 Edward Pak

	Title:	 	 Vice President











			
	BANK OF AMERICA, N.A., as Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Ronald E. McKaig

	Name:	 	 Ronald E. McKaig

	Title:	 	 Senior Vice President











			
	SUNTRUST BANK, as Co-Documentation Agent and as a Lender
		
	By:	 	 /s/ Carmen Malizia

	Name:	 	 Carmen Malizia

	Title:	 	 Vice President











			
	CALYON NEW YORK BRANCH, as a Lender
		
	By:	 	 /s/ Michael Willis

	Name:	 	 Michael Willis

	Title:	 	 Managing Director

		
	By:	 	 /s/ Dennis Petito

	Name:	 	 Dennis Petito

	Title:	 	 Managing Director











			
	FORTIS CAPITAL CORP., as a Lender
		
	By:	 	 /s/ Scott Myatt

	Name:	 	 Scott Myatt

	Title:	 	 Director

		
	By:	 	 /s/ Ilene Fowler

	Name:	 	 Ilene Fowler

	Title:	 	 Director











			
	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Henry R. Biedrzycki

	Name:	 	 Henry R. Biedrzycki

	Title:	 	 Director











			
	WELLS FARGO BANK, N.A., as a Lender
		
	By:	 	 /s/ Dustin S. Hansen

	Name:	 	 Dustin S. Hansen

	Title:	 	 Vice President











			
	BANK OF SCOTLAND plc, as a Lender
		
	By:	 	 /s/ Julia R. Franklin

	Name:	 	 Julia R. Franklin

	Title:	 	 Assistant Vice President











			
	CITICORP USA, INC., as a Lender
		
	By:	 	 /s/ Amy Pincu

	Name:	 	 Amy Pincu

	Title:	 	 Vice President











			
	BMO CAPITAL MARKETS FINANCING, INC., as a Lender
		
	By:	 	 /s/ James Whitmore

	Name:	 	 James Whitmore

	Title:	 	 Managing Director











			
	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	 /s/ David Mills

	Name:	 	 David Mills

	Title:	 	 Managing Director











			
	U.S. BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Bruce E. Hernandez

	Name:	 	 Bruce E. Hernandez

	 Title:
	 	 Vice President











			
	BARCLAYS BANK PLC, as a Lender
		
	By:	 	 /s/ Maria Lund

	Name:	 	 Maria Lund

	 Title:
	 	 Vice President











			
	ABN AMRO BANK N.V., as a Lender
		
	By:	 	 /s/ R. Scott Donaldson

	Name:	 	 R. Scott Donaldson

	 Title:
	 	 Director

		
	By:	 	 /s/ Todd Vaubel

	Name:	 	 Todd Vaubel

	Title:	 	 Vice President











			
	NATIXIS, as a Lender
		
	By:	 	 /s/ Donovan C. Broussard

	Name:	 	 Donovan C. Broussard

	 Title:
	 	 Managing Director

		
	By:	 	 /s/ Liana Tchernysheva

	Name:	 	 Liana Tchernysheva

	Title:	 	 Director











			
	COMERICA BANK, as a Lender
		
	By:	 	 /s/ Peter L. Sefzik

	Name:	 	 Peter L. Sefzik

	 Title:
	 	 Senior Vice President











			
	BANK OF OKLAHOMA, N.A., as a Lender
		
	By:	 	 /s/ Mike Weatherholdt

	Name:	 	 Mike Weatherholdt

	 Title:
	 	 Assistant Vice President











			
	TORONTO DOMINION (TEXAS) LLC, as a Lender
		
	By:	 	 /s/ Debbi L. Brito

	 Name:
	 	 Debbi L. Brito

	 Title:
	 	 Authorized Signatory











			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Terrance O. McKinney

	Name:	 	 Terrance O. McKinney

	Title:	 	 Vice President











			
	COMPASS BANK, as a Lender
		
	By:	 	 /s/ Kathleen J. Bowen

	Name:	 	 Kathleen J. Bowen

	Title:	 	 Senior Vice President











			
	RZB FINANCE LLC, as a Lender
		
	By:	 	 /s/ John A. Valiska

	Name:	 	 John A. Valiska

	Title:	 	 First Vice President

		
	By:	 	 /s/ Nicolas M. Moriatis

	Name:	 	 Nicolas M. Moriatis

	Title:	 	 Group Vice President – Controller











			
	MIDFIRST BANK, as a Lender
		
	By:	 	 /s/ Steve A. Griffin

	Name:	 	 Steve A. Griffin

	Title:	 	 Senior Vice President











			
	ARVEST BANK, as a Lender
		
	By:	 	 /s/ Cindy Batt

	Name:	 	 Cindy Batt*

	Title:	 	 Sr. Vice President



  

	*	Arvest Bank consents only to the following: 

 Section 2.1.
(a) Applicable Margin amendment 
 Section 2.1. (b) Commitment Fee Rate amendment 
 Arvest Bank acknowledges the Majority Lenders’ decision regarding 
 Section 2.1. (c) amended definition of Consolidated Total Capitalization and 
 Section 2.2 Financial Condition Covenants amended
Consolidated Indebtedness to Total Capitalization Ratio. 








			
	MORGAN STANLEY BANK, as a Lender
		
	By:	 	 /s/ Melissa James

	Name:	 	 Melissa James

	Title:	 	 Authorized Signatory











			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Robert W. Traband

	Name:	 	 Robert W. Traband

	Title:	 	 Executive Director











			
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	 /s/ Nupur Kumar

	Name:	 	 Nupur Kumar

	Title:	 	 Vice President

		
	By:	 	 /s/ Shaheen Malik

	Name:	 	 Shaheen Malik

	Title:	 	 Vice President











			
	UBS AG, Stamford Branch, as a Lender
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	 Irja R. Otsa

	Title:	 	 Associate Director

		
	By:	 	 /s/ Marie Haddad

	Name:	 	 Marie Haddad

	Title:	 	 Associate Director











			
	DEUTSCHE BANK TRUST COMPANY
	AMERICAS, as a Lender
		
	By:	 	 /s/ Susan LeFevre

	Name:	 	 Susan LeFevre

	Title:	 	 Managing Director

		
	By:	 	 /s/ Erin Morrissey

	Name:	 	 Erin Morrissey

	Title:	 	 Vice President











			
	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	 /s/ Andrew Caditz

	Name:	 	 Andrew Caditz

	Title:	 	 Authorized Signatory











			
	LEHMAN BROTHERS COMMERCIAL
	BANK, as a Lender
		
	By:	 	 /s/ Gary Murray

	Name:	 	 Gary Murray

	Title:	 	 Chief Credit Officer











			
	GOLDMAN SACHS CREDIT PARTNERS L.P.,
	as a Lender
		
	By:	 	 /s/ Andrew Caditz

	Name:	 	 Andrew Caditz

	Title:	 	 Authorized Signatory











			
	UMB BANK, N.A., as a Lender
		
	By:	 	 /s/ Mary Wolf

	Name:	 	 Mary Wolf

	Title:	 	 SVP











			
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Don J. McKinnerney

	Name:	 	 Don J. McKinnerney

	Title:	 	 Authorized Signatory










 CONSENT AND AGREEMENT 
 By its execution below, each of the undersigned hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein,
(ii) ratifies and confirms the Fifth Amended and Restated Guarantee Agreement dated as of November 2, 2007 made by it for the benefit of Administrative Agent and Lenders (as modified by certain Assumption Agreements, if any) and the other
Loan Documents executed by it pursuant to the Credit Agreement (or any prior amendment or supplement to the Credit Agreement), (iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution
and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees that the Fifth Amended and Restated Guarantee Agreement and such other Loan Documents shall remain in full force and effect.

  

			
	CHESAPEAKE ENERGY CORPORATION
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby
		 	Treasurer and Senior Vice President
	
	CHESAPEAKE OPERATING, INC.
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby
		 	Treasurer and Senior Vice President
	
	 CHESAPEAKE ENERGY LOUISIANA CORPORATION

	CHESAPEAKE ENERGY MARKETING, INC.
	GENE D. YOST & SON, INC.
	DIAMOND Y ENTERPRISE, INCORPORATED
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby, Treasurer, on behalf of each of the foregoing corporations










					
	HODGES TRUCKING COMPANY, L.L.C.
	CARMEN ACQUISITION, L.L.C.
	CHESAPEAKE ROYALTY, L.L.C.
	GOTHIC PRODUCTION, L.L.C.
	MC MINERAL COMPANY, L.L.C.
	 CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.

	HAWG HAULING & DISPOSAL, LLC
	CHK HOLDINGS, L.L.C.
	MIDCON COMPRESSION, L.L.C.
	NOMAC DRILLING, L.L.C.
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby, Treasurer, on behalf of each of the foregoing limited liability companies
	
	CHESAPEAKE LOUISIANA, L.P.
		
	By:	 	Chesapeake Operating, Inc., its General Partner
			
		 	By:	 	 /s/ Jennifer M. Grigsby

		 		 	Jennifer M. Grigsby
		 		 	Treasurer and Senior Vice President
	
	CHESAPEAKE APPALACHIA, L.L.C.
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby
		 	Treasurer
	
	CHESAPEAKE EXPLORATION, L.L.C.
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby
		 	Treasurer










			
	CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.
	COMPASS MANUFACTURING, L.L.C.
	GREAT PLAINS OILFIELD RENTAL, L.L.C.
		
	By:	 	 /s/ Jennifer M. Grigsby

		 	Jennifer M. Grigsby, Treasurer, on behalf of each of the foregoing limited liability companies