Third Supplemental Indenture (9.0%) dated as of August 15, 2003



 EXHIBIT 4.5.1 
  

  
 CHESAPEAKE ENERGY CORPORATION 
  
 and 
  
 the Subsidiary Guarantors named herein 
  

  
 9% SENIOR NOTES DUE 2012 
  

  

  
 THIRD SUPPLEMENTAL INDENTURE 
  
 DATED AS OF August 15, 2003 
  

  
 THE BANK OF NEW YORK 
  
 as Trustee 
  

  








 THIS THIRD SUPPLEMENTAL INDENTURE, dated as of August 15, 2003, 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, as Trustee.

  
 RECITALS 
  
 WHEREAS, the Company, the Subsidiary Guarantors a party thereto and the
Trustee entered into an Indenture, dated as of August 12, 2002, as supplemented prior to the date hereof (the “Indenture”), pursuant to which the Company has originally issued $250,000,000 in principal amount of 9% Senior Notes due 2012
(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 addition of any Subsidiary Guarantor, as provided for in the Indenture;
and 
  
 WHEREAS, the Board of Directors of the Company has
designated John C. Oxley, L.L.C. and Oxley Petroleum Co. as Restricted Subsidiaries of the Company and desires to add such entities as Subsidiary Guarantors under the Indenture; 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 Third 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 Third 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 Third Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the
Subsidiary Guarantors and the Trustee. 
  
 ARTICLE 2








 From this date, in accordance with Section 10.03 and by executing this Third Supplemental Indenture, John
C. Oxley, L.L.C., an Oklahoma limited liability company, and Oxley Petroleum Co., 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. 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 Third Supplemental Indenture. This Third 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 Company hereby notifies the Trustee that John C.
Oxley, L.L.C. and Oxley Petroleum Co. have each been designated by the Board of Directors of the Company as a Restricted Subsidiary (as that term is defined in the Indenture). 
  
 Section 3.04. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS THIRD
SUPPLEMENTAL INDENTURE. 
  
 Section 3.05. The parties may
sign any number of copies of this Third 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] 







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

	 COMPANY:

	
	 CHESAPEAKE ENERGY CORPORATION

		
	 By
	 	 /s/Aubrey K. McClendon


	 Name:
	 	 Aubrey K. McClendon


	 Title:
	 	 Chief Executive Officer


	
	 SUBSIDIARY GUARANTORS:

	
	 CHESAPEAKE DELTA CORP.

	 CHESAPEAKE ENERGY LOUISIANA

	 CORPORATION

	 CHESAPEAKE EP CORPORATION

	 CHESAPEAKE OPERATING, INC.

	 NOMAC DRILLING CORPORATION

	 CARMEN ACQUISITION, L.L.C.

	 CHESAPEAKE ACQUISITION, L.L.C.

	 CHESAPEAKE ENO ACQUISITION, L.L.C.

	 CHESAPEAKE FOCUS, L.L.C.

	 CHESAPEAKE KNAN ACQUISITION, L.L.C.

	 CHESAPEAKE MOUNTAIN FRONT, L.L.C.

	 CHESAPEAKE ORC, L.L.C.

	 CHESAPEAKE ROYALTY, L.L.C.

	 GOTHIC ENERGY, L.L.C.

	 GOTHIC PRODUCTION, L.L.C.

	 SAP ACQUISITION, L.L.C.

	 THE AMES COMPANY, L.L.C.

	 MC MINERAL COMPANY, L.L.C.

	 JOHN C. OXLEY, L.L.C.

	 OXLEY PETROLEUM CO.

		
	 By
	 	 /s/Aubrey K. McClendon


	 Name:
	 	 Aubrey K. McClendon


	 Title:
	 	 Chief Executive Officer


	
	 CHESAPEAKE EXPLORATION LIMITED

	 PARTNERSHIP

	 CHESAPEAKE LOUISIANA, L.P.



  

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	 CHESAPEAKE PANHANDLE LIMITED

	 PARTNERSHIP

	 CHESAPEAKE-STAGHORN ACQUISITION L.P.

	 CHESAPEAKE SIGMA, L.P.

			
	 	 	 By:
	 	Chesapeake Operating, Inc. as general partner of each representative entity
			
	 	 	 By
	 	 /s/Aubrey K. McClendon


	 	 	 Name:
	 	 Aubrey K. McClendon


	 	 	 Title:
	 	 Chief Executive Officer


	
	 TRUSTEE:

	
	 THE BANK OF NEW YORK, as Trustee

		
	 By
	 	 /s/J Salovitch Miller


	 Name:
	 	 Julie Salovitch-Miller


	 Title:
	 	 Vice President




  

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