Second Amenment to Eighth Amended and Restated Credit Agreement



 Exhibit 4.12.2 
 SECOND AMENDMENT 
 TO 

EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of October 12, 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; 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. 

“Credit Agreement” means the Original Agreement as amended hereby. 

 

			
		 	[SECOND AMENDMENT TO CREDIT AGREEMENT]








 ARTICLE II. 
 AMENDMENT TO ORIGINAL AGREEMENT 
 Section 2.1. Designation and
Conversion of Unrestricted Subsidiaries. Section 6.11(d) of the Original Agreement is hereby amended by adding the phrase “(other than Liens of the type described in Section 7.3(b))” immediately after the phrase
“No Unrestricted Subsidiary will be the owner or holder of Indebtedness or Capital Stock of any Group Member nor be the beneficiary of any Lien on any property of any Group Member”. 

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”): 

(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). 
  

			
	2	 	[SECOND AMENDMENT TO CREDIT AGREEMENT]


  








 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. 
 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. 

 

			
	3	 	[SECOND AMENDMENT TO CREDIT 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. 

[The remainder of this page has been intentionally left blank.] 

 

			
	4	 	[SECOND AMENDMENT TO CREDIT AGREEMENT]


  








 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




  

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








 
			
	 UNION BANK, N.A., as Administrative Agent, as
 Swing Line Lender, as an Issuing Lender and as a
 Lender

		
	By:	 	/s/ RANDALL L. OSTERBERG
		 	 Randall L. Osterberg
 Senior
Vice President




  

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








 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ,
 LTD., as a Lender

		
	By:	 	/s/ MARIA FERRADAS
		 	 Name: Maria Ferradas
 Title:
Vice President



  
  

 

  

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








 
			
	 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




  

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








 
			
	 THE ROYAL BANK OF SCOTLAND plc, as a
 Co-Syndication Agent, as an Issuing Lender and as
 a Lender

		
	By:	 	/s/ SANJAY REMOND
		 	 Name: Sanjay Remond
 Title:
Authorised Signatory



  

  

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








 
			
	 BNP PARIBAS, as a Co-Syndication Agent, as an
 Issuing Lender and as a Lender

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



  

			
		
	By:	 	/s/ BETSY JOCHER
		 	 Name: Betsy Jocher
 Title:
Director




  

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








 
			
	 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Documentation Agent,

as an Issuing Lender and as a Lender

		
	By:	 	/s/ DENNIS PETITO
		 	 Name: Dennis Petito
 Title:
Managing Director



  

			
		
	By:	 	/s/ SHARADA MANNE
		 	 Name: Sharada Manne
 Title:
Director




  

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








 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	/s/ RONALD E. MCKAIG
		 	 Name: Ronald E. McKaig

Title: Managing Director




  

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








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



  
  

  

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








 
			
	DNB NOR BANK ASA, as a Lender
		
	By:	 	/s/ NIKOLAI A. NACHAMKIN
		 	 Name: Nikolai A. Nachamkin

Title: Senior Vice President



  

			
		
	By:	 	/s/ BARBARA GRONQUIST
		 	 Name: Barbara Gronquist

Title: Senior Vice President




  

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








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




  

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








 
			
	 MIZUHO CORPORATE BANK, LTD., as a
 Lender

		
	By:	 	/s/ LEON MO
		 	 Name: Leon Mo
 Title:
Authorized Signatory




  

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








 
			
	MORGAN STANLEY BANK, as a Lender
		
	By:	 	/s/ FRANK JOLLEY
		 	 Name: Frank Jolley
 Title:
Authorized Signatory



  
  

  

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








 
			
	NATIXIS, as a Lender
		
	By:	 	/s/ LOUIS P. LAVILLE, III
		 	 Name: Louis P. Laville, III

Title: Managing Director



  

			
		
	By:	 	/s/ TIMOTHY L. POLVADO
		 	 Name: Timothy L. Polvado

Title: Senior Managing Director




  

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








 
			
	 THE BANK OF NOVA SCOTIA, as a Lender

		
	By:	 	/s/ JOHN FRAZELL
		 	 Name: John Frazell
 Title:
Director




  

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








 
			
	UBS AG, as a Lender
		
	By:	 	/s/ IRJA R. OTSA
		 	 Name: Irja R. Otsa
 Title:
Associate Director



  

			
		
	By:	 	/s/ MARY E. EVANS
		 	 Name: Mary E. Evans
 Title:
Associate Director




  

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








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



  
  

  

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








 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS
 BRANCH, as a Lender

		
	By:	 	/s/ NUPUR KUMAR
		 	 Name: Nupur Kumar
 Title:
Vice President



  

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

Title: Associate




  

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








 
			
	COMPASS BANK, as a Lender
		
	By:	 	/s/ IAN PAYNE
		 	 Name: Ian Payne
 Title: Vice
President




  

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








 
			
	 TORONTO DOMINION (NEW YORK) LLC,
 as a Lender

		
	By:	 	/s/ DEBBI L. BRITO
		 	 Name: Debbi L. Brito
 Title:
Authorized Signatory




  

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








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

Title: Assistant Vice President




  

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








 
			
	SUNTRUST BANK, as a Lender
		
	By:	 	/s/ GREGORY C. MAGNUSON
		 	 Name: Gregory C. Magnuson

Title: Vice President




  

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








 
			
	 NOMURA INTERNATIONAL PLC., as a
 Lender

		
	By:	 	/s/ SEAN P. KELLY
		 	 Name: Sean P. Kelly
 Title:
Managing Director




  

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








 
			
	 SUMITOMO MITSUI BANKING
 CORPORATION, as a Lender

		
	By:	 	/s/ MASAKAZU HASEGAWA
		 	 Name: Masakazu Hasegawa

Title: Managing Director



  
  

  

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








 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 SECOND 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 SECOND AMENDMENT TO
CREDIT AGREEMENT 
 CONSENT AND AGREEMENT]