Trust Agreement




 Exhibit 4.1 
 TRUST AGREEMENT 
 OF 

CHESAPEAKE GRANITE WASH TRUST 
 This Trust Agreement (this “Trust Agreement”) of Chesapeake Granite Wash Trust dated as of June 29, 2011, by and among Chesapeake Energy Corporation, an Oklahoma corporation with its
principal office in Oklahoma City, Oklahoma (together with its successors and assigns, “Chesapeake”), and The Corporation Trust Company, a corporation organized under the laws of the State of Delaware with its principal office in
Wilmington, Delaware (the “Delaware Trustee”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America with its principal place of business in New
York, New York (the “Trustee”), as trustees (the Delaware Trustee and the Trustee being collectively referred to herein as the “Trustees”). Chesapeake and the Trustees hereby agree as follows: 

1. The trust created hereby shall be known as “Chesapeake Granite Wash Trust” (the “Trust”), in which name the
Trustees or Chesapeake, to the extent provided herein, may conduct the business of the Trust, make and execute contracts, and sue and be sued. 
 2. Chesapeake hereby assigns, transfers, conveys and sets over to the Trustee, to hold for the benefit of the Trust, the sum of One Thousand Dollars ($1,000.00). Such amount shall constitute the initial
trust estate. It is the intention of the parties hereto that the Trust created hereby constitutes a statutory trust under the Delaware Statutory Trust Act, Title 12, Chapter 38 of the Delaware Code, Sections 3801, et seq. (the
“Trust Act”), and that this Trust Agreement constitutes the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Secretary of State of the State of
Delaware in such form as the Trustees may approve. 
 3. It is contemplated that Chesapeake and the Trust will consummate an
initial public offering of trust securities (the “IPO Transaction”) representing units of beneficial interest in the Trust. Prior to the consummation of the IPO Transaction, Chesapeake shall be the sole beneficial owner of the
Trust. Contemporaneously with the consummation of the IPO Transaction, Chesapeake and the Trustees will amend and restate this Trust Agreement, in such form as shall be satisfactory to each such party, to provide for the contemplated operation of
the Trust created hereby and the issuance of trust securities in the IPO Transaction. The Trustees are hereby empowered to take all actions they deem proper or necessary to effect the transactions contemplated hereby, including, but not limited to,
obtaining any licenses, consents or approvals required by applicable law or otherwise. Prior to the execution and delivery of the amended and restated Trust Agreement, the Trustees shall not have any duty or obligation hereunder or with respect to
the Trust, except as otherwise required by this Trust Agreement or applicable law. This Trust Agreement may not be amended without the written consent of Chesapeake and the Trustees. 

4. In connection with the contemplated IPO Transaction, Chesapeake, as agent and trustor of the Trust, is hereby authorized (i) to
prepare and file with the Securities and Exchange Commission (the “Commission”) and to execute, in the case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust,
(a) a Registration Statement (the “1933 Act Registration Statement”), including all pre-effective and 








 
post-effective amendments thereto, relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the trust securities of the Trust, (b) any
preliminary prospectus or prospectus or supplement thereto relating to the trust securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the “1934
Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration of the trust securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) if and at
such time as determined by Chesapeake, to file with the New York Stock Exchange or other exchange, or the Financial Industry Regulatory Authority, Inc. (“FINRA”), and execute on behalf of the Trust a listing application and all
other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the trust securities of the Trust to be listed on the New York Stock Exchange or such other exchange; (iii) to file and
execute on behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents that shall be necessary or desirable to register the trust securities of
the Trust under the securities or “blue sky” laws of such jurisdictions as Chesapeake, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a
depository relating to the trust securities of the Trust; and (v) to execute, deliver and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to the offering of the trust securities of the Trust;
provided, that Chesapeake shall provide the Trustee with an opportunity to review and comment on a draft of the 1933 Act Registration Statement prior to its filing, and Chesapeake shall not file such registration statement if the Trustee
reasonably objects to such filing; provided, further, that the Trustee’s sole responsibility in reviewing or commenting on any such draft of such registration statement shall be to confirm any information therein provided to
Chesapeake by the Trustee specifically for inclusion in such registration statement. 
 In the event that any filing referred to
in this Section 4 is required by the rules and regulations of the Commission, the New York Stock Exchange or other exchange, FINRA, or state securities or “blue sky” laws to be executed on behalf of the Trust by the Trustees, the
Trustees, in their capacity as trustees of the Trust, are hereby authorized to join in any such filing and to execute on behalf of the Trust any and all of the foregoing, it being understood that the Trustees, in their capacity as trustees of the
Trust, shall not be required to join in any such filing or execute on behalf of the Trust any such document unless required by the rules and regulations of the Commission, the New York Stock Exchange or other exchange, FINRA, or state securities or
“blue sky” laws; provided, however, that the Trustees in their discretion may resign if they elect not to join in any such filing or to execute any such document. 

5. This Trust Agreement may be executed in two or more counterparts. 

6. Until such time as this Trust Agreement is amended and restated as contemplated by Section 3 above, the number of trustees of the
Trust shall be two, and thereafter the number of trustees of the Trust shall be such number as shall be determined in accordance with the amended and restated Trust Agreement; provided, however, that to the extent required by the Trust Act,
one trustee of the Trust shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity that has its principal place of business in the State of Delaware and otherwise meets the requirements of
applicable law and that the Trust shall have at least one other trustee other than the Delaware Trustee to perform all obligations and duties other than fulfilling the Trust’s obligations pursuant to Section 3807(a) of the Trust Act. Prior
to the 

  
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time this Trust Agreement is amended and restated as contemplated by Section 3 above, Chesapeake shall have the power and authority to appoint, replace or remove any trustee of the Trust.
Any trustee of the Trust may resign upon thirty days’ prior notice to Chesapeake and the other trustee. In the event of the resignation of any trustee, if no successor trustee shall have been appointed within thirty (30) days after notice
of such removal or resignation has been given, the remaining trustee may, after delivery of written notice to Chesapeake and at the expense of Chesapeake, petition a court of competent jurisdiction for the appointment of a successor trustee.

 7. Notwithstanding any provision of this Trust Agreement to the contrary, the Delaware Trustee shall not have any of the
powers or duties of the Trustees set forth herein and shall be a Trustee of the Trust for the sole purpose of satisfying the Trust’s obligation pursuant to Section 3807(a) of the Trust Act to have at least one trustee who has its principal
place of business in the State of Delaware. 
 8. The Trustees shall not be liable to the Trust or its beneficiary for any of
its acts or omissions except for acts or omissions constituting bad faith or willful misconduct. The Trustees shall not have any duty or obligation to manage or deal with the Trust’s property, or to otherwise take or refrain from taking any
action under, or in connection with, any document contemplated hereby to which the Trust is a party, except as expressly provided by the terms of this Trust Agreement, and no implied duties or obligations shall be read herein against the Trustees,
including without limitation that no action requested of the Trustees shall require the performance of any investigation, analysis, or other due diligence activities by the Trustees in respect to such action or the performance of its duties on
behalf of the Trust generally. 
 9. Pursuant to Section 3803(b) of the Trust Act, the Trustees shall not be liable to any
person other than the Trust or a beneficiary of the Trust for any act, omission or obligation of the Trust or any other trustee thereof and all persons having any claim against either of the Trustees by reason of the transactions contemplated by
this Trust Agreement or any other agreement or instrument related to the Trust shall look only to the Trust’s property for payment or satisfaction thereof. 
 10. To the extent that, at law or in equity, the Trustees have duties (including fiduciary duties) and liabilities relating to the Trust or to any person (as that term is defined in the Trust Act), the
Trustees’ duties and liabilities are hereby eliminated and restricted to the fullest extent allowable under applicable law, and the Trustees shall not be liable to the Trust or to such other persons for their good faith reliance on the
provisions of this Trust Agreement. To the extent that provisions of this Trust Agreement restrict or eliminate the duties (including fiduciary duties) and liabilities of the Trustees otherwise existing at law or in equity, such provisions are
agreed by the parties hereto to replace such other duties and liabilities of the Trustees. 
 11. The Trustees (as such and in
their individual capacities) and their respective officers, directors, employees, shareholders and agents shall be indemnified and held harmless by Chesapeake with respect to any loss, liability, claim, damage, action, suit, tax, penalty, cost,
disbursement or expense of any kind or nature whatsoever (including the reasonable fees and expenses of counsel) incurred by the Trustees (as such and in their individual capacities) arising out of or incurred in connection with the acceptance or
performance by the Trustees of their respective duties and obligations contained in this Trust Agreement, the creation, operation, administration or termination of the Trust or the transactions contemplated hereby, including the


  
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IPO Transaction; provided, however, that the Trustees (including their respective officers, directors, employees, shareholders and agents) shall not be indemnified or held harmless as to
any such loss, liability, claim, damage, action, suit, tax, penalty, cost, disbursement or expense of any kind or nature whatsoever (including the reasonable fees and expenses of counsel) incurred by reason of their respective willful misconduct,
bad faith or gross negligence. The obligations of Chesapeake under this Section 11 shall survive the resignation or removal of the Trustees and the termination of this Trust Agreement. 

12. The Trust shall not dissolve before the issuance of the trust securities of the Trust in the IPO Transaction; provided, that
if the IPO Transaction has not been consummated by December 1, 2011, the Trust shall thereupon dissolve and any assets remaining after the payment of all liabilities of the Trust shall be distributed to Chesapeake as sole beneficiary. Upon
dissolution, the Trustees shall wind up the Trust and file a certificate of cancellation in accordance with the Trust Act. Any remaining liabilities or expenses of the Trust shall be paid by Chesapeake, including any out-of-pocket expenses incurred
by the Trustees in connection with the transactions contemplated by this Trust Agreement, including the IPO Transaction. 
 13.
This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles); PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR
THIS TRUST AGREEMENT ANY PROVISION OF THE LAWS (COMMON OR STATUTORY) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS (OTHER THAN THE TRUST ACT) THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING WITH ANY
COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR
OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND
EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS
OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS ON AUTHORITIES AND POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR
REFERENCED IN THIS TRUST AGREEMENT. SECTIONS 3540 AND 3561 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST. 
 IN
WITNESS WHEREOF, Chesapeake, the Trustee and the Delaware Trustee have caused this Trust Agreement to be duly executed the day and year first above written. 
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	CHESAPEAKE ENERGY CORPORATION
		
	By:	 	/s/ Jennifer M. Grigsby
		 	 Name: Jennifer M. Grigsby

Title: Senior Vice President, Treasurer and Corporate Secretary



  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	/s/ Sarah C. Newell
		 	 Name: Sarah C. Newell

Title: Senior Associate



  
  

			
	THE CORPORATION TRUST COMPANY, as Delaware Trustee
		
	By:	 	/s/ Victor A. Duva
		 	 Name: Victor A. Duva
 Title:
Vice President