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                                                                  EXHIBIT 4.16.1

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                          CHESAPEAKE ENERGY CORPORATION

                                       and

                     the Subsidiary Guarantors named herein

                    ----------------------------------------

                          8.375% SENIOR NOTES DUE 2008

                    ----------------------------------------


                               -------------------


                          FIRST SUPPLEMENTAL INDENTURE


                          DATED AS OF December 17, 2001


                               -------------------


                              THE BANK OF NEW YORK

                                   as Trustee


                               -------------------

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         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of December 17, 2001, 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 November 5, 2001 (the
"Indenture"), pursuant to which the Company has originally issued $250,000,000
in principal amount of 8.375% Senior Notes due 2008 (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 or release of
any Subsidiary Guarantor, as provided for in the Indenture; and

         WHEREAS, the Board of Directors of the Company has designated Carmen
Acquisition Corp. as a Restricted Subsidiary of the Company and to add such
entity as a Subsidiary Guarantor 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 First
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 First 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 First 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
First Supplemental Indenture, Carmen Acquisition Corp., an Oklahoma corporation,
is subject to the provisions of the Indenture as a Subsidiary Guarantor to the
extent provided for in Article Ten thereunder.



FIRST SUPPLEMENTAL INDENTURE (8.375%)

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                                    ARTICLE 3

         Section 3.01. As a result of the merger of Arkoma Pittsburg Holding
Corporation, an Oklahoma corporation ("APHC"), with and into Chesapeake
Exploration Limited Partnership, an Oklahoma limited partnership ("CELP"), which
constitutes a merger with a Subsidiary Guarantor under Section 10.02(a) of the
Indenture, APHC 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 APHC and the signature of an
Officer of APHC on its behalf.

         Section 3.02. As the surviving entity in its merger with APHC and as a
Subsidiary Guarantor, CELP hereby agrees to assume all of the obligations of
APHC.

                                    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 First Supplemental Indenture. This
First 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 Company hereby notifies the Trustee that Carmen
Acquisition Corp. has been designated by the Board of Directors of the Company
as a Restricted Subsidiary (as that term is defined in the Indenture).

         Section 4.04. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE AND ENFORCE THIS FIRST SUPPLEMENTAL INDENTURE.

         Section 4.05. The parties may sign any number of copies of this First
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]



FIRST SUPPLEMENTAL INDENTURE (8.375%)

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         IN WITNESS WHEREOF, the parties hereto have caused this First
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:

                                    CARMEN ACQUISITION CORP.
                                    CHESAPEAKE ACQUISITION CORPORATION
                                    CHESAPEAKE ENERGY LOUISIANA
                                    CORPORATION
                                    CHESAPEAKE MOUNTAIN FRONT CORP.
                                    CHESAPEAKE OPERATING, INC.
                                    CHESAPEAKE ROYALTY COMPANY
                                    GOTHIC ENERGY CORPORATION
                                    GOTHIC PRODUCTION CORPORATION
                                    NOMAC DRILLING CORPORATION
                                    SAP ACQUISITION CORP.
                                    THE AMES COMPANY, INC.


                                    By   /s/ AUBREY K. MCCLENDON
                                      -----------------------------------------
                                    Name:    Aubrey K. McClendon
                                             ----------------------------------
                                    Title:   Chief Executive Officer
                                             ----------------------------------



FIRST SUPPLEMENTAL INDENTURE (8.375%)

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                                    CHESAPEAKE EXPLORATION LIMITED
                                    PARTNERSHIP
                                    CHESAPEAKE LOUISIANA, L.P.
                                    CHESAPEAKE PANHANDLE LIMITED
                                    PARTNERSHIP
                                    CHESAPEAKE-STAGHORN ACQUISITION 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/ LOUIS P. YOUNG
                                       ----------------------------------------
                                    Name:    Louis P. Young
                                             ----------------------------------
                                    Title:   Vice President
                                             ----------------------------------



FIRST SUPPLEMENTAL INDENTURE (8.375%)

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