Eighth Supp. Indenture, 2.75% contingent convertible senior notes due 2035



 Exhibit 4.12.1 
  
  
 CHESAPEAKE ENERGY CORPORATION 
 and 
 the Subsidiary Guarantors named herein

  
  
 2.75% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2035 
  
  
  
  
 EIGHTH SUPPLEMENTAL INDENTURE

 DATED AS OF OCTOBER 14, 2008 
  
  
 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. 
 as Trustee 
  
  
  
  







 THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of October 14, 2008, 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 Mellon 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% Contingent Convertible Senior Notes due 2035 (the “Notes”); 
 WHEREAS, Section 10.01 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; 
 WHEREAS, Arkansas Midstream Gas Services Corp., an Arkansas corporation
(“AMGS”), Bluestem Gas Services, L.L.C., an Oklahoma limited liability company (“Bluestem”), and Texas Midstream Gas Services, L.L.C., an Oklahoma limited liability company (“TMGS”), are Subsidiary
Guarantors under the Indenture; 
 WHEREAS, the Company has taken all actions required to effect the release, pursuant to Section 11.04
of the Indenture, of AMGS, Bluestem and TMGS from their guarantees and related obligations under the Indenture; 
 WHEREAS, AMGS, L.L.C., an
Arkansas limited liability company (“AMGS LLC”), Chesapeake Midstream Gas Services, L.L.C., an Oklahoma limited liability company (“CMGS”), Chesapeake Midstream Partners, L.P., a Delaware limited partnership
(“Midstream Partners”), Chesapeake Midstream Management, L.L.C., a Delaware limited liability company (“Midstream Management”), Chesapeake Midstream Operating, L.L.C., an Oklahoma limited liability company
(“Midstream Operating”), Louisiana Midstream Gas Services, L.L.C., an Oklahoma limited liability company (“LMGS”), and Oklahoma Midstream Gas Services, L.L.C, an Oklahoma limited liability company
(“OMGS”) (collectively, the “New Subsidiaries”), are newly formed entities and have not become Subsidiary Guarantors under the Indenture; 
 WHEREAS, no New Subsidiary guarantees any Indebtedness of the Company or any Subsidiary Guarantor other than a De Minimis Guaranteed Amount and,
therefore, such New Subsidiaries are not required to become 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 Eighth 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; 
  

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 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 Eighth 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 Eighth 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. AMGS, Bluestem and TMGS are hereby released from their guarantees and related obligations under the Indenture and will hereafter cease to be Subsidiary Guarantors under, or parties to, the
Indenture. The notation on the Securities relating to the Guarantee shall be deemed to exclude the names of AMGS, Bluestem and TMGS and the signatures of Officers of AMGS, Bluestem, and TMGS on their behalf. 
 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 Eighth Supplemental Indenture. This Eighth 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. The Trustee makes
no representations as to the validity or sufficiency of this Eighth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and Subsidiary Guarantors and not of the Trustee. 
  

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 Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND
ENFORCE THIS EIGHTH SUPPLEMENTAL INDENTURE. 
 Section 3.04. The parties may sign any number of copies of this Eighth
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 Eighth Supplemental Indenture to be duly
executed, all as of the date first written above. 
  

			
	 /s/ Jennifer M. Grigsby

	 Jennifer M. Grigsby

	
	Senior Vice President, Treasurer & Corporate Secretary of the Company and of the Subsidiaries listed below:
	
	 Corporate Subsidiaries:

	
	ARKANSAS MIDSTREAM GAS SERVICES CORP.
	 CHESAPEAKE ENERGY LOUISIANA CORPORATION

	 CHESAPEAKE ENERGY MARKETING, INC.

	 DIAMOND Y ENTERPRISE, INCORPORATED

	 GENE D. YOST & SON, INC.

	
	 CHESAPEAKE OPERATING, INC.,

	On behalf of itself and, as general partner, the following limited partnership:
	
	 CHESAPEAKE LOUISIANA, L.P.

	
	 Limited Liability Company Subsidiaries:

	
	 BLUESTEM GAS SERVICES, L.L.C.

	 CARMEN ACQUISITION, L.L.C.

	 CHESAPEAKE APPALACHIA, L.L.C.

	 CHESAPEAKE EXPLORATION, L.L.C.

	 CHESAPEAKE LAND COMPANY, L.L.C.

	 CHESAPEAKE ROYALTY, L.L.C.

	 CHK HOLDINGS, L.L.C.,

	 GOTHIC PRODUCTION, L.L.C.

	 HAWG HAULING & DISPOSAL, L.L.C.

	 HODGES TRUCKING COMPANY, L.L.C.

	 MC MINERAL COMPANY, L.L.C.

	 MIDCON COMPRESSION, L.L.C.

	 NOMAC DRILLING, L.L.C.

	 TEXAS MIDSTREAM GAS SERVICES, L.L.C.



  

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	 TRUSTEE:

	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Linda Garcia

	Name:	 	Linda Garcia
	Title:	 	Vice President


  

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