Exhibit 4.1


 


Execution Version


 


SECOND SUPPLEMENTAL INDENTURE


 


Second Supplemental Indenture (this “Supplemental
Indenture”), dated as of November 2, 2021, among (a) Chesapeake Energy Corporation, an Oklahoma corporation (the “New
Issuer”), (b) Vine Energy Holdings LLC, a Delaware limited liability company (the “Original Issuer”), each
of the entities listed on the signature pages hereto as “Existing Guarantors” (together, the “Existing Guarantors”),
(c) each of the entities listed on the signature pages hereto as “New Guarantors” (the “New Guarantors”
and together with the Existing Guarantors, the “Guarantors”) and (d) Wilmington Trust, National Association,
a national banking association, as trustee (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Original Issuer has heretofore
executed and delivered to the Trustee an Indenture (as amended, supplemented or modified from time to time, the “Indenture”),
dated as of April 7, 2021, providing for the issuance of an unlimited aggregate principal amount of 6.750% Senior Notes due 2029 (the
 “Notes”);


 


WHEREAS, the Original Issuer assigned all of its
assets to New Issuer pursuant to that certain Assignment Agreement dated as of November 2, 2021, by and among the Original Issuer, the
New Issuer and certain other parties thereto (the “Assignment Agreement”);


 


WHEREAS, Section 5.01(a) of the Indenture provides
that the Original Issuer may, among other things, assign all of its assets to another Person if, among other things, such assignee expressly
assumes the Original Issuer’s obligations under the Notes and the Indenture;


 


WHEREAS, Section 9.01(3) of the Indenture provides
that, without the consent of any Holders, the Indenture may be amended to provide for the assumption of the Original Issuer’s obligations
under the Notes and the Indenture in the case of an assignment of all of the Original Issuer’s assets;


 


WHEREAS, in connection with transactions contemplated
by the Assignment Agreement, the parties hereto desire to enter into this Supplemental Indenture to evidence the assumption by the New
Issuer of all the payment and other obligations of the Original Issuer under the Notes and the Indenture on the date hereof;


 


WHEREAS, the Indenture provides that the New Issuer
and Original Issuer shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally
guarantee all of the Original Issuer's Obligations under the Notes and the Indenture on the terms and conditions set forth herein and
under the Indenture (the “Guarantee”);


 


WHEREAS, pursuant to the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture; and


 


WHEREAS, each of the New Issuer, the Original
Issuer and the Guarantors have been duly authorized to enter into this Supplemental Indenture.


 



     


     


    

 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for
the equal and ratable benefit of the Holders as follows:


 


(1)              
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


(2)              
Assumption of the Obligations. The New Issuer hereby agrees, as of the date hereof, to assume, to be bound by and to be
liable, as a primary obligor and not as a guarantor or surety, with respect to, any and all Obligations under the Indenture and the Notes
on the terms and subject to the conditions set forth in the Indenture and all other obligations of the Original Issuer under the Indenture
and the Notes as if it were the Original Issuer thereunder (so that from and after the date hereof, the provisions of the Indenture
and the Notes referring to the Original Issuer (referred to as the “Company” in the Indenture) shall instead refer
to the New Issuer).


 


(3)              
Agreement to Guarantee. Each New Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all
other documents it deems necessary to review in order to enter into this Supplemental Indenture and (i) hereby joins and becomes
a party to the Indenture as indicated by its signature below as a Guarantor and (ii) acknowledges and agrees to (x) be bound
by the Indenture as a Guarantor and (y) perform all obligations and duties required of a Guarantor pursuant to the Indenture.


 


(4)              
No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or equity
holder of the New Issuer or the Original Issuer or any Guarantor or any Parent Company (other than an obligor under the Notes)
will have any liability for any obligations of the New Issuer or the Original Issuer or the Guarantors under the Notes, the
Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or
their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration
for issuance of the Notes.


 


(5)              
Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.


 


(6)              
Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when
taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile
or electronic (by ‘.pdf’ or other format) transmissions shall constitute effective execution and delivery of this Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile or electronically (by ‘.pdf’ or other format) shall be deemed to be their original
signatures for all purposes.


 



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(7)              
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


(8)              
The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New
Issuer and each New Guarantor.


 


(9)              
Benefits Acknowledged. Upon execution and delivery of this Supplemental Indenture, the New Issuer and each New Guarantor
will be subject to the terms and conditions set forth in the Indenture. The New Issuer and each New Guarantor acknowledges that they
will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture
and that their obligations as a result of this Supplemental Indenture are knowingly made in contemplation of such benefits.


 


(10)           
Successors. All agreements of the New Issuer and each New Guarantor in this Supplemental Indenture shall bind their respective
successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture
shall bind its successors.


 



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


 


	 	NEW ISSUER:
	 	 
	 	CHESAPEAKE ENERGY CORPORATION,
 as Issuer




 


		By:	/s/ Benjamin E. Russ



	 	 	Name:	Benjamin E. Russ



	 	 	Title:	Executive Vice President, General Counsel and
                                            Corporate Secretary



 


[Signature page to Second
Supplemental Indenture]


 



     


     


    

 


	 	EXISTING GUARANTORS:
	 	 
	 	BRIX OIL & GAS HOLDINGS GP LLC
	 	BRIX OPERATING LLC
	 	VINE MANAGEMENT SERVICES LLC
	 	VINE MINERALS LLC
	 	VINE OIL & GAS PARENT GP LLC
	 	VINE OIL & GAS GP LLC
	 	BRIX FEDERAL LEASING CORPORATION




 


		By:	/s/ Benjamin E. Russ



	 	 	Name:	Benjamin E. Russ



	 	 	Title:	Executive Vice President – General Counsel
                                            and Corporate Secretary



 


	 	VINE ENERGY OPERATING LP
	 	By: Vine Oil & Gas GP LLC, General Partner




 


		By:	/s/ Benjamin E. Russ



	 	 	Name:	Benjamin E. Russ



	 	 	Title:	Executive Vice President – General Counsel
                                            and Corporate Secretary



 


	 	BRIX OIL & GAS HOLDINGS LP
	 	By: Brix Oil & Gas Holdings GP LLC, General
    Partner




 


		By:	/s/ Benjamin E. Russ



	 	 	Name:	Benjamin E. Russ



	 	 	Title:	Executive Vice President – General Counsel
                                            and Corporate Secretary



 


	 	VINE OIL & GAS PARENT LP
	 	By: Vine Oil & Gas Parent GP LLC, General Partner




 


		By:	/s/ Benjamin E. Russ
                                            



	 	 	Name:	Benjamin E. Russ



	 	 	Title:	Executive Vice President – General Counsel
                                            and Corporate Secretary



 


[Signature page to Second
Supplemental Indenture]


 



     


     


    

 


	 	NEW GUARANTORS:




 


		By:	/s/ Domenic J. Dell’Osso,
                                            Jr.



		Name:	Domenic J. Dell'Osso, Jr.



 


	 	Sole Director of the Corporate Subsidiary Guarantors listed
    below:
	 	 
	 	CHESAPEAKE NG VENTURES CORPORATION
	 	CHK ENERGY HOLDINGS, INC.
	 	WINTER MOON ENERGY CORPORATION
	 	 
	 	Officer of the Managers of the Limited Liability Company Subsidiary Guarantors
    listed below:
	 	 
	 	BURLESON SAND LLC
	 	CHESAPEAKE AEZ EXPLORATION, L.L.C.
	 	CHESAPEAKE APPALACHIA, L.L.C.
	 	CHESAPEAKE E&P HOLDING, L.L.C.
	 	CHESAPEAKE ENERGY LOUISIANA, LLC
	 	CHESAPEAKE ENERGY MARKETING, L.L.C.
	 	CHESAPEAKE EXPLORATION, L.L.C.
	 	CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.
	 	CHESAPEAKE MIDSTREAM DEVELOPMENT, L.L.C.
	 	CHESAPEAKE PLAINS, LLC
	 	CHESAPEAKE ROYALTY, L.L.C.
	 	CHESAPEAKE VRT, L.L.C.
	 	CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.
	 	COMPASS MANUFACTURING, L.L.C.
	 	EMPRESS, L.L.C.
	 	ESQUISTO RESOURCES II, LLC
	 	GSF, L.L.C.
	 	MC LOUISIANA MINERALS, L.L.C.
	 	MC MINERAL COMPANY, L.L.C.
	 	WHE ACQCO., LLC
	 	WHR EAGLE FORD LLC
	 	WILDHORSE RESOURCES II, LLC
	 	WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC




 


[Signature page to Second Supplemental Indenture]


 



     


     


    

 


	 	CHESAPEAKE OPERATING, L.L.C.
	 	 
	 	On behalf of itself and as general partner of the following limited partnership:
	 	 
	 	CHESAPEAKE LOUISIANA, L.P.
	 	 
	 	EMLP, L.L.C.
	 	 
	 	On behalf of itself and as a general partner of the following limited partnership:
	 	 
	 	EMPRESS LOUISIANA PROPERTIES, L.P.
	 	 
	 	Officer of the Managing Members of the Limited Liability Company Subsidiary
    Guarantors listed below:
	 	 
	 	BRAZOS VALLEY LONGHORN, L.L.C.
	 	BURLESON WATER RESOURCES, LLC
	 	CHK UTICA, L.L.C.
	 	PETROMAX E&P BURLESON, LLC




 


[Signature page to Second
Supplemental Indenture]


 



     


     


    

 


	 	TRUSTEE:
	 	 
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee




 


		By:	/s/ Quinton M. DePompolo



	 	 	Name:	Quinton M. DePompolo



	 	 	Title:	Banking Officer



 


[Signature page to Second
Supplemental Indenture]