First Amendment to Eighth Amended and Restated Credit Agreement



 Exhibit 4.12.1 
 FIRST AMENDMENT 
 TO 

EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of September 19, 2011 (but effective on the Effective Date, defined below) by and
among Chesapeake Energy Corporation (the “Company”), Chesapeake Exploration, L.L.C. (the “Borrower”), Union Bank, N.A., as Administrative Agent (“Agent”), the other agents named herein, and the
Lenders from time to time parties hereto (the “Lenders”). 
 W I T N E S S E T H: 

WHEREAS, the Borrower, the Company, Agent and the Lenders entered into that certain Eighth Amended and Restated Credit Agreement dated as
of December 2, 2010 (the “Original Agreement”), for the purpose and consideration therein expressed, whereby the Lenders became obligated to make loans and extend credit to the Borrower as therein provided; 

WHEREAS, the Borrower has informed the Lenders that the Borrower proposes to enter into certain transactions in connection with an
initial public offering of trust units of the Granite Wash Trust, as contemplated by the Granite Wash Trust Registration Statement (in each case as such terms are defined below); and 

WHEREAS, the Borrower, the Company, Agent and Majority Lenders desire to amend the Original Agreement as set forth herein; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement,
in consideration of the loans and other credit which may hereafter be made by the Lenders to the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows: 
 ARTICLE I. 
 DEFINITIONS AND REFERENCES 
 Section 1.1. Terms Defined in the Original
Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment. 

Section 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall
have the meanings assigned to them in this Section 1.2. 
 “Amendment Documents” means this
Amendment, the Consent and Agreement of the Guarantors relating to this Amendment, and all other documents or instruments delivered in connection herewith or therewith. 

  

					
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 “Credit Agreement” means the Original Agreement as amended
hereby. 
 ARTICLE II. 
 AMENDMENT TO ORIGINAL AGREEMENT 
 Section 2.1. Definitions.

 (a) Upon the Effective Date as defined herein, the following definitions are hereby added to Section 1.1 of the
Original Agreement in correct alphabetical order to read as follows: 
 “Granite Wash Trust”
means Chesapeake Granite Wash Trust, a statutory trust formed under the laws of the State of Delaware. 

“Granite Wash Trust Registration Statement” means that certain Form S-1 and Form S-3 Registration
Statement filed by the Granite Wash Trust and the Company with the SEC as Registration No. 333-175395, as amended. 
 “Qualifying Royalty Trust” means a statutory trust formed by a Group Member for the purpose of consummating a Qualifying Royalty Trust Transaction, including the Granite Wash Trust
described in the Granite Wash Trust Registration Statement. 
 “Qualifying Royalty Trust AMI
Properties” means the oil and gas properties owned by a Group Member that are burdened by the overriding royalty interests constituting a Qualifying Royalty Trust Transaction or that are within an area of mutual interest designated at the
time of the Qualifying Royalty Trust Transaction to be subject to any Lien to secure the obligations to a Qualifying Royalty Trust to drill and develop oil and gas wells burdened by such overriding royalty interests. 

“Qualifying Royalty Trust Transaction” means (a) the grant of term and/or perpetual overriding
royalty interests in oil and gas properties of a Group Member to a Qualifying Royalty Trust formed by a Group Member with respect to which units are sold by such Qualifying Royalty Trust pursuant to an effective registration statement filed with the
SEC (including the Granite Wash Trust Registration Statement), (b) the obligations of a Group Member to drill and develop certain oil and gas wells burdened by such overriding royalty interests, which obligations may be secured by a lien on a
Group Member’s interest in the applicable Qualifying Royalty Trust AMI Properties, and (c) agreements between a Group Member and such Qualifying Royalty Trust (and the transactions under such agreements) providing for the operation of the
oil and gas wells burdened by such overriding royalty interests, for administrative services for the Qualifying Royalty Trust and for registration rights of Group Members and for other transactions incidental to the foregoing; provided that
(i) Qualifying Royalty Trust AMI Properties shall not be included in satisfying the Borrower’s obligations under this Agreement to provide Collateral or to maintain Unencumbered Assets and shall not be included in the determination of the
Borrowing Base and (ii) no Default or Event of Default shall have occurred and be continuing or shall result therefrom. 

  

					
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 (b) Upon the Effective Date as defined herein, the definition of “Subsidiary” in
Section 1.1 of the Original Agreement is hereby amended to add the following sentence at the end thereof: 
 For the avoidance of doubt, a Qualifying Royalty Trust shall not constitute a “Subsidiary” of the Company. 
 Section 2.2. Qualifying Transaction Information. Upon the Effective Date as defined herein, Section 2.14 of the Original Agreement is hereby amended by adding the following
Section 2.14(j): 
 (j) The Borrower shall provide the Administrative Agent (i) such information as the
Administrative Agent may reasonably request regarding any proposed Qualifying Royalty Trust, including compliance with the requirements contained in the definition of Qualifying Royalty Trust Transaction, and (ii) in connection with the closing
of a Qualifying Royalty Trust, a certificate of a Responsible Officer of the Borrower certifying compliance with the requirements contained in the definition of Qualifying Royalty Trust Transaction. 

Section 2.3. Liens. Upon the Effective Date as defined herein, Section 7.3 of the Original Agreement is hereby amended by
deleting the word “and” from the end of subsection (n), inserting the word “and” at the end of subsection (o), and inserting a new subsection (p) to read as follows: 

“(p) Liens securing a Group Member’s obligations to drill and develop wells in respect of a Qualifying Royalty
Trust Transaction; provided that such Liens are limited to the related Qualifying Royalty Trust AMI Properties. 

Section 2.4. Transactions with Affiliates. Upon the Effective Date as defined herein, Section 7.9 of the Original Agreement
is hereby amended by replacing the word “or” immediately before clause (y) with a comma and adding a new clause (z) to read as follows: 
 “or (z) any Qualifying Royalty Trust Transaction.” 
 ARTICLE III.

 CONDITIONS OF EFFECTIVENESS 
 Section 3.1. Conditions to Effectiveness of Amendment. This Amendment shall become effective when and only when the Administrative Agent shall have received executed counterparts of this Amendment
from the Majority Lenders and the following conditions precedent have been satisfied (the date such conditions are so satisfied herein called the “Effective Date”): 

  

					
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 (a) The Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance satisfactory to the Administrative Agent: 

(i) counterparts of the Amendment Documents executed by the applicable Loan Parties sufficient in number for recordation,
as applicable, and distribution to the Administrative Agent and the Borrower. 
 (ii) a certificate on behalf of
each applicable Loan Party certifying that none of the resolutions, incumbency certificates, Organization Documents and/or certificates of Responsible Officers of each Loan Party as the Administrative Agent has previously required evidencing the
identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party have been amended or are otherwise inaccurate since they were
delivered and certifying resolutions authorizing this Amendment. 
 (iii) Such other documents or certificates as
the Administrative Agent shall reasonably request. 
 (b) Any fees required to be paid to the Administrative Agent or any Lender
on or before the Effective Date shall have been paid. 
 (c) Unless waived by the Administrative Agent, the Borrower shall have
paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable
estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative
Agent). 
 ARTICLE IV. 
 REPRESENTATIONS AND WARRANTIES 
 Section 4.1. Representations and
Warranties. In order to induce each Lender to enter into this Amendment, the Borrower hereby (i) certifies that the representations and warranties made by it contained in Article 4 of the Original Agreement or in any other Loan
Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material
respects as of such earlier date, and agrees to execute, or cause to be executed, such other instruments or further amendments to Loan Documents as the Administrative Agent may reasonably request from time to time to give further effect to this
Amendment. 

  

					
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 ARTICLE V. 
 MISCELLANEOUS 
 Section 5.1. Ratification of Agreements. The
Original Agreement as hereby amended is hereby ratified and confirmed in all respects. The other Loan Documents, as they may be amended or affected by the various Amendment Documents, are hereby ratified and confirmed in all respects. Any reference
to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as expressly
provided herein or therein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, or any
other Loan Document. 
 Section 5.2. Survival of Agreements. All representations, warranties, covenants and agreements of
any Loan Party herein shall survive the execution and delivery of this Amendment and the performance hereof, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any certificate or
instrument delivered by any Loan Party hereunder or under the Credit Agreement to the Administrative Agent or any Lender shall be deemed to constitute representations and warranties by, or agreements and covenants of such Loan Party under this
Amendment and under the Credit Agreement. 
 Section 5.3. Loan Documents. This Amendment is and the other Amendment
Documents are each a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and thereto. 
 Section 5.4. Governing Law. This Amendment shall be governed by and construed in accordance with the Laws applicable to the Original Agreement. 

Section 5.5. Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in
separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment and the other Amendment Documents may be validly executed by facsimile or other electronic transmission. 

THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. 
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 IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

  

			
	 CHESAPEAKE ENERGY CORPORATION
 CHESAPEAKE EXPLORATION, L.L.C.

		
	By:	 	/S/ JENNIFER M. GRIGSBY        
		 	Jennifer M. Grigsby
		 	Treasurer and Senior Vice President



  

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	UNION BANK, N.A., as Administrative Agent, as Swing Line Lender, as an Issuing Lender and as a Lender
		
	By:	 	/S/ ZACHARY HOLLY
		 	Zachary Holly
		 	Assistant Vice President



  

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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
		
	By:	 	/S/ ANDREW ORAM        
		 	Name: Andrew Oram
		 	Title: Managing Director



  

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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Syndication Agent, as an Issuing Lender and as a Lender
		
	By:	 	/S/ MARK OBERREUTER        
		 	Name: Mark Oberreuter
		 	Title: Vice President



  

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	THE ROYAL BANK OF SCOTLAND plc, as a Co-Syndication Agent, as an Issuing Lender and as a Lender
		
	By:	 	/S/ SANJAY RENONG         
		 	Name: Sanjay Renong
		 	Title: Authorized Signatory



  

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	BNP PARIBAS, as a Co-Syndication Agent, as an Issuing Lender and as a Lender
		
	By:	 	/S/ RICHARD HAWTHORNE
		 	Name: Richard Hawthorne
		 	Title: Director


  

			
		
	By:	 	/S/ POLLY SCHOTT
		 	Name: Polly Schott
		 	Title: Director



  

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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Documentation Agent, as an Issuing Lender and as a Lender
		
	By:	 	/S/ DAVID GURGHIGIAN
		 	Name: David Gurghigian
		 	Title: Managing Director


  

			
		
	By:	 	/S/ MICHAEL D. WILLIS
		 	Name: Michael D. Willis
		 	Title: Managing Director



  

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	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	/S/ RONALD E. MCKAIG
		 	Name: Ronald E. McKaig
		 	Title: Managing Director



  

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	CITIBANK, N.A., as a Lender
		
	By:	 	/S/ JOHN F. MILLER
		 	Name: John F. Miller
		 	Title: Attorney-in-fact



  

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	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
		
	By:	 	/S/ CARIN KEEGAN
		 	Name: Carin Keegan
		 	Title: Director


  

			
		
	By:	 	/S/ MICHAEL GETZ
		 	Name: Michael Getz
		 	Title: Vice President



  

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	DNB NOR BANK ASA, as a Lender
		
	By:	 	/S/ SANJIV NAYAR
		 	Name:	 	Sanjiv Nayar
		 	Title:	 	Senior Vice President


  

					
	
		
	By:	 	/S/ HENRIK ASLAND
		 	Name:	 	Henrik Asland
		 	Title:	 	Senior Vice President



  

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	GOLDMAN SACHS BANK USA, as a Lender
		
	By:	 	/s/ RICK CANONICO
		 	Name:	 	Rick Canonico
		 	Title:	 	Authorized Signatory



  

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	MIZUHO CORPORATE BANK, LTD., as a Lender
		
	By:	 	/s/ LEON MO
		 	Name:	 	Leon Mo
		 	Title:	 	Authorized Signatory



  

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	NATIXIS, as a Lender
		
	By:	 	/s/ LIANA TCHERNYSHEVA
		 	Name:	 	Liana Tchernysheva
		 	Title:	 	Managing Director


  

					
	
		
	By:	 	/s/ TIMOTHY L. POLVADO
		 	Name:	 	Timothy L. Polvado
		 	Title:	 	Senior Managing Director



  

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	THE BANK OF NOVA SCOTIA, as a Lender
		
	By:	 	/s/ JOHN FRAZELL
		 	Name:	 	John Frazell
		 	Title:	 	Director



  

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	UBS AG, STAMFORD BRANCH, as a Lender
		
	By:	 	/s/ MARY E. EVANS
		 	Name:	 	Mary E. Evans
		 	Title:	 	Associate Director


  

					
	
		
	By:	 	/s/ IRJA R. OTSA
		 	Name:	 	Irja R. Otsa
		 	Title:	 	Associate Director



  

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	BARCLAYS BANK PLC, as a Lender
		
	By:	 	/s/ ALLEN HUANG
		 	Name:	 	Allen Huang
		 	Title:	 	AVP



  

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	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
		
	By:	 	/s/ JAY CHALL
		 	Name:	 	Jay Chall
		 	Title:	 	Director


  

					
	
		
	By:	 	/s/ MICHAEL D. SPAIGHT
		 	Name:	 	Michael D. Spaight
		 	Title:	 	Associate



  

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	COMPASS BANK, as a Lender
		
	By:	 	/s/ KATHLEEN J. BOWEN
		 	 Name: Kathleen J. Bowen

Title: Senior Vice President




  

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	 TORONTO DOMINION (NEW YORK) LLC,
 as a Lender

		
	By:	 	/S/ BEBI YASIN
		 	 Name: Bebi Yasin
 Title:
Authorized Signatory




  

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	COMERICA BANK, as a Lender
		
	By:	 	/S/ JOHN S. LESIKAR
		 	 Name: John S. Lesikar

Title: Assistant Vice President




  

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	SUNTRUST BANK, as a Lender
		
	By:	 	/S/ YANN PIRIO
		 	 Name: Yann Pirio
 Title:
Director




  

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	 EXPORT DEVELOPMENT CANADA, as a
 Lender

		
	By:	 	/S/ RICHARD LEONG
		 	 Name: Richard Leong
 Title:
Asset Manager



  

			
		
	By:	 	/S/ ARTURO POLISENA
		 	 Name: Arturo Polisena

Title: Asset Manager




  

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	BANK OF SCOTLAND plc, as a Lender
		
	By:	 	/S/ JULIA R. FRANKLIN
		 	 Name: Julia R. Franklin

Title: Assistant Vice President




  

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	MACQUARIE BANK, LTD., as a Lender
		
	By:	 	/S/ YOVEN MOOROOVEN
		 	 Name: Yoven Moorooven

Title: Division Director



  

			
		
	By:	 	/S/ JOEL OUTLAW
		 	 Name: Joel Outlaw
 Title:
Associate Director
           Legal Risk Management




  

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	NOMURA INTERNATIONAL PLC., as a Lender
		
	By:	 	/S/ SEAN P. KELLY
		 	 Name: Sean P. Kelly
 Title:
Managing Director




  

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	 SUMITOMO MITSUI BANKING
 CORPORATION, as a Lender

		
	By:	 	/S/ HIROSHI HIGUMA
		 	 Name: Hiroshi Higuma
 Title:
Joint General Manager




  

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	PNC BANK, N.A., as a Lender
		
	By:	 	/S/ JONATHAN PARKER
		 	 Name: Jonathan Parker

Title: Officer




  

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	MIDFIRST BANK, as a Lender
		
	By:	 	/S/ STEVE A. GRIFFIN
		 	 Name: Steve A. Griffin

Title: Senior Vice President




  

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 CONSENT AND AGREEMENT 

By its execution below, each of the undersigned hereby (i) consents to the provisions of this Amendment and the transactions
contemplated herein, (ii) ratifies and confirms the Sixth Amended and Restated Guarantee Agreement dated as of December 2, 2010 made by it for the benefit of Administrative Agent and Lenders (as modified by certain Assumption Agreements,
if any) and the other Loan Documents executed pursuant to the Credit Agreement (or any prior amendment or supplement to the Credit Agreement), (iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired
by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees that the Sixth Amended and Restated Guarantee Agreement and such other Loan Documents shall remain in full
force and effect. 
  

	
	CHESAPEAKE ENERGY CORPORATION
	CHESAPEAKE ENERGY LOUISIANA CORPORATION
	CHESAPEAKE ENERGY MARKETING, INC.
	CHESAPEAKE E&P HOLDING CORPORATION
	 CHESAPEAKE OPERATING, INC.,
     on behalf of itself and, as general partner of

    CHESAPEAKE LOUISIANA, L.P.

	CHK HOLDINGS CORPORATION
	DIAMOND Y ENTERPRISE, INCORPORATED
	 GENE D. YOST & SON, INC.

	LA LAND ACQUISITION CORPORATION
	CHESAPEAKE AEZ EXPLORATION, L.L.C.
	CHESAPEAKE APPALACHIA, L.L.C.
	CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.
	CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.
	CHESAPEAKE PLAZA, L.L.C.
	 CHESAPEAKE ROYALTY, L.L.C.

	CHESAPEAKE VRT, L.L.C.
	 COMPASS MANUFACTURING, L.L.C.

	 EMLP, L.L.C., on behalf of itself and as general partner of
     EMPRESS LOUISIANA PROPERTIES, L.P.




  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
CREDIT AGREEMENT 
 CONSENT AND AGREEMENT] 








 
			
	 EMPRESS, L.L.C.
 GOTHIC PRODUCTION, L.L.C.
 GREAT PLAINS OILFIELD RENTAL, L.L.C.

HAWG HAULING & DISPOSAL, LLC

HODGES TRUCKING COMPANY, L.L.C.
 MC
LOUISIANA MINERALS, L.L.C.
 MC MINERAL COMPANY, L.L.C.
 MIDCON COMPRESSION, L.L.C.
 MKR HOLDINGS, L.L.C.

NOMAC DRILLING, L.L.C.
 NORTHERN
MICHIGAN EXPLORATION
     COMPANY, L.L.C.
 PERFORMANCE TECHNOLOGIES, L.L.C.
 VENTURA REFINING AND TRANSMISSION,

    LLC
 WINTER
MOON ENERGY COMPANY, L.L.C.

		
	By:	 	/s/ JENNIFER M. GRIGSBY
		 	 Jennifer M. Grigsby, Treasurer and Senior Vice
 President of the entities listed above




  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
CREDIT AGREEMENT 
 CONSENT AND AGREEMENT]