Fifth Supplemental Indenture to Indenture dated as of November 8, 2005





 Exhibit 4.12.1 
 CHESAPEAKE ENERGY CORPORATION 
 and

 the Subsidiary Guarantors named herein 
 6.875% SENIOR NOTES DUE 2020 
  

 FIFTH SUPPLEMENTAL INDENTURE 
 DATED AS OF FEBRUARY 9, 2007 
  

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

  









 THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of February 9, 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 $500,000,000 in principal amount of 6.875% Senior Notes due 2020 (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 Board of Directors of the Company has designated Diamond Y Enterprises, Incorporated
(“Diamond Y”), a Pennsylvania corporation and Gene D. Yost & Son, Inc. (“Gene D. Yost”), an Oklahoma corporation as Restricted Subsidiaries of the Company and desires to add the entities as Subsidiary Guarantors under
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 W.W. Realty, L.L.C. (“W.W. Realty”), an Oklahoma Limited Liability Company; 
 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 Fifth 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 Fifth 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 Fifth 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. From this date, in accordance with Section 10.03 of the Indenture and by executing this Fifth Supplemental Indenture,
Diamond Y, a Pennsylvania corporation, and Gene D. Yost, an Oklahoma corporation, are subject to the provisions of the Indenture as Subsidiary Guarantors to the extent provided for in Article Ten thereunder. 
 ARTICLE 3 
 Section 3.01.
As a result of the merger of W.W. Realty, with and into Chesapeake Land Company, L.L.C. (“Chesapeake Land”), an Oklahoma limited liability company, which constitutes a merger with a Subsidiary Guarantor under Section 10.02(a) of the
Indenture, W.W. Realty shall for all purposes be released as a Subsidiary Guarantor from it’s 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 W.W. Realty and the signature of an Officer of W.W. Realty. 
 Section 3.02. As
the surviving entity in its merger with W.W. Realty and a Subsidiary Guarantor, Chesapeake Land hereby agrees to assume all of the obligations of W.W. Realty. 
 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. 
 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 Fifth Supplemental Indenture. This Fifth 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 FIFTH SUPPLEMENTAL INDENTURE.

 Section 4.04. The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an
original, but all of such executed copies together shall represent the same agreement. 
  

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 [NEXT PAGE IS SIGNATURE PAGE] 
  

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

	
	 /s/ Martha A. Burger

	Martha A. Burger
	
	 Treasurer and Senior Vice President – Human
 Resources of the Company and of the
 Subsidiaries listed below:

	
	Corporate Subsidiaries:
	
	CHESAPEAKE EAGLE CANADA CORP.
	CHESAPEAKE ENERGY LOUISIANA CORPORATION
	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 EXPLORATION LIMITED PARTNERSHIP
	CHESAPEAKE LOUISIANA, L.P.
	CHESAPEAKE SIGMA, L.P.
	
	CHESAPEAKE ENERGY MARKETING, INC.,
	 On behalf of itself and, as general partner, the
 following limited partnerships:

	
	MIDCON COMPRESSION, L.P.
	
	Limited Liability Company Subsidiaries:
	
	CARMEN ACQUISITION, L.L.C.
	CHESAPEAKE ACQUISITION, L.L.C.
	CHESAPEAKE APPALACHIA, L.L.C.
	CHESAPEAKE LAND COMPANY, L.L.C.
	CHESAPEAKE ORC, L.L.C.
	CHESAPEAKE ROYALTY, L.L.C.
	GOTHIC PRODUCTION, L.L.C.


  

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	HAWG HAULING & DISPOSAL, L.L.C.
	HODGES TRUCKING COMPANY, L.L.C.
	MC MINERAL COMPANY, L.L.C.
	MAYFIELD PROCESSING, L.L.C.
	
	TRUSTEE:
	
	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Linda Garcia

	Name:	 	Linda Garcia
	Title:	 	Assistant Vice President


  

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