First Supplemental Indenture dated as of November 14, 2005



 Exhibit 4.5 

  
 CHESAPEAKE ENERGY CORPORATION 
  
 and 
  
 the Subsidiary Guarantors named herein 
  

  
 2.75% SENIOR NOTES DUE 2035 
  

  
 FIRST SUPPLEMENTAL INDENTURE 
  
 DATED AS OF NOVEMBER 14, 2005 
  

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

  








 THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 14, 2005, 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 $690,000,000 in principal amount of 2.75% Senior Notes due 2035 (the
“Notes”); and 
  
 WHEREAS, Section 10.01(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 Chesapeake Appalachia, L.L.C., Columbia Natural Resources, L.L.C., Columbia Energy Resources, L.L.C., and Hawg Hauling & Disposal, L.L.C. as Restricted Subsidiaries of the Company and desires to add the 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 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. 
  

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 ARTICLE 2 
  

Section 2.01. From this date, in accordance with Section 11.03 of the Indenture and by executing this First Supplemental Indenture,
Columbia Natural Resources, L.L.C., Columbia Energy Resources, L.L.C., and Hawg Hauling & Disposal, L.L.C., all Delaware limited liability companies, and Chesapeake Appalachia, L.L.C., an Oklahoma limited liability company 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 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 3.03. The Company hereby notifies the Trustee that Chesapeake Appalachia, L.L.C., Columbia Natural Resources, L.L.C., Columbia Energy
Resources, L.L.C., and Hawg Hauling & Disposal, L.L.C. have been designated by the Board of Directors of the Company as Restricted Subsidiaries (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 FIRST SUPPLEMENTAL INDENTURE. 
  
 Section 3.05. 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] 
  

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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. 
  

	
	
	/s/    AUBREY K.
MCCLENDON        
	Aubrey K. McClendon
	
	Chief Executive Officer of the Company and of the Subsidiaries listed below:
	
	Corporate Subsidiaries:
	  
 CHESAPEAKE EAGLE CANADA CORP.
 CHESAPEAKE ENERGY LOUISIANA CORPORATION
 CHESAPEAKE PRH CORP.
 CHESAPEAKE SOUTH TEXAS CORP.
 NOMAC DRILLING CORPORATION
 OXLEY PETROLEUM CO.
  
 CHESAPEAKE OPERATING, INC.,
 On behalf of itself and, as general partner, the
following limited partnerships:
  
 CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
 CHESAPEAKE LOUISIANA, L.P.
 CHESPEAKE NFW, L.P.
 CHESAPEAKE PERMIAN, L.P.
 CHESAPEAKE SIGMA, L.P.
 CHESAPEAKE-STAGHORN ACQUISITION, L.P.
 CHESAPEAKE ZAPATA, 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:
  
 CHESAPEAKE APPALACHIA, L.L.C.
 COLUMBIA NATURAL RESOURCES, L.L.C.

COLUMBIA ENERGY RESOURCES, L.L.C.
 HAWG HAULING & DISPOSAL,
L.L.C.
 CARMEN ACQUISITION, L.L.C.
 CHESAPEAKE ACQUISITION,
L.L.C.
 CHESAPEAKE ENO ACQUISITION, L.L.C.



  

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	 CHESAPEAKE EP, L.L.C.
 CHESAPEAKE LAND COMPANY, L.L.C.
 CHESAPEAKE ORC, L.L.C.
 CHESAPEAKE ROYALTY, L.L.C.
 GOTHIC PRODUCTION, L.L.C.
 JOHN C. OXLEY, 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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