chk02172009_42.htm


    Exhibit 4.2


      
        

        

      

      


        CHESAPEAKE
ENERGY CORPORATION,

         

        as
Issuer,

         

        THE
SUBSIDIARY GUARANTORS,

         

        as
Guarantors,

         

        AND

         

        THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,

         

        as
Trustee

         

        ____________________________

         

        FIRST
SUPPLEMENTAL INDENTURE

         

        Dated as
of February 10, 2009

         

        to

         

        Indenture
dated as of February 2, 2009

         

        ____________________________

         

        9.50%
SENIOR NOTES DUE 2015

         

        ____________________________

         




      
        

        

      

       


      
        
           


        

        
           


          
          

        

        
           


        

      


       

       

      THIS
FIRST SUPPLEMENTAL INDENTURE dated as of February 10, 2009 (this "First
Supplemental Indenture") 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., a national
banking association, as Trustee (the "Trustee").

      


      RECITALS

      


      WHEREAS,
the Company, the Subsidiary Guarantors and the Trustee entered into an
Indenture, dated as of February 2, 2009 (the "Indenture"), pursuant to which the
Company has originally issued $1,000,000,000 in principal amount of 9.50% Senior
Notes due 2015 (the "Securities");

      


      WHEREAS,
the Company desires to issue Additional Securities under the
Indenture;

      


      WHEREAS,
the Indenture and the Securities permit the Company to issue Additional
Securities under the Indenture so long as such Additional Securities are
fungible for United States federal income tax purposes with the Securities (the
"Fungibility Condition");

      


      WHEREAS,
Section 9.01 of the Indenture provides that the Company, the Subsidiary
Guarantors and the Trustee may, without notice to or consent of any Holder, when
authorized by a Board Resolution of the Company and of each Subsidiary
Guarantor, amend or supplement the Indenture or the Securities to cure any
ambiguity, omission, defect or inconsistency therein;

      


      WHEREAS,
the Board of Directors of the Company and the Board of Directors, Manager or
General Partner of each Subsidiary Guarantor have determined that clause (2) of
Section 2.13 of the Indenture contains an ambiguity and an omission and
represents a defective and inconsistent provision that requires correction in
accordance with Section 9.01 of the Indenture in that such clause does not refer
to the Fungibility Condition;

      


      WHEREAS,
pursuant to Section 9.01 of the Indenture, the Company and the Subsidiary
Guarantors have requested that the Trustee join in the execution of this First
Supplemental Indenture and the Trustee, based upon the recitals herein, has
agreed to join therein; and

      


      WHEREAS,
all things necessary have been done to make this First Supplemental Indenture,
when executed and delivered by the Company, the Subsidiary Guarantors and the
Trustee, the valid and binding agreement of the Company and each Subsidiary
Guarantor, enforceable against them in accordance with its terms;

      


      NOW,
THEREFORE, the Company, the Subsidiary Guarantors and the Trustee hereby agree
that the Indenture shall be amended as follows:

       

       

      
 

      ARTICLE
ONE

      RELATION
TO INDENTURE; DEFINITIONS

       

      Section
1.01    Relation to
Indenture.  With respect to the Securities, this First
Supplemental Indenture constitutes an integral part of the
Indenture.

       

       

      Section
1.02    Definitions.  For
all purposes of this First Supplemental Indenture, capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned thereto in the
Indenture.

       

       

      Section
1.03    General
References.  All references in this First Supplemental
Indenture to Articles and Sections, unless otherwise specified, refer to the
corresponding Articles and Sections of this First Supplemental Indenture; and
the terms "herein," "hereof," "hereunder" and any other word of similar import
refers to this First Supplemental Indenture.

       

       

      
 

      ARTICLE
TWO

      AMENDMENTS
TO THE INDENTURE

       

      Section
2.01    Amendments to Section 2.13 of the
Indenture.   Section 2.13 of the Indenture is hereby amended
and restated in its entirety to read as follows:

       

      


      SECTION
2.13  Issuance of Additional
Securities.  The Company shall be entitled to issue Additional
Securities under this Indenture which shall have identical terms as the
Securities issued on the Issue Date, other than with respect to the date of
issuance and issue price.  The Securities issued on the Issue Date and
any Additional Securities shall be treated as a single class for all purposes
under this Indenture.

       

      With
respect to any Additional Securities, the Company shall set forth in a
resolution of the Board of Directors and an Officers' Certificate, a copy of
each which shall be delivered to the Trustee, the following
information:

       

      (1)           the
aggregate principal amount of such Additional Securities to be authenticated and
delivered pursuant to this Indenture; and

       

      (2)           the
issue price, the issue date and the CUSIP number of such Additional Securities;
provided, however, that no
Additional Securities may be issued at a price that would cause such Additional
Securities to have "original issue discount" within the meaning of
Section 1273 of the Code if such Additional Securities would not be
fungible for all United States federal income tax purposes with the Securities
issued on the Issue Date.

       

      Additional
Securities may be issued with the same CUSIP number as the Securities issued on
the Issue Date if, and only if, the Company shall have provided the Trustee with
an Opinion of Counsel, to the effect that such Additional Securities will be
fungible with the Securities issued on the Issue Date for all United States
federal income tax purposes.

       

       

      Section
2.02    Effectiveness.  This
First Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of the Company, the Subsidiary Guarantors and the
Trustee.

       

      


      


      


      ARTICLE
THREE

      GENERAL
PROVISIONS

       

      Section
3.01    Effect on
Indenture.  Except as specifically modified herein, the
Indenture and the Securities 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    Certain Trustee
Matters.  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.  The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.  The recitals and
statements herein are deemed to be those of the Company and Subsidiary
Guarantors and not of the Trustee.

       

       

      Section
3.03    Governing Law.  THE
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE
THIS FIRST SUPPLEMENTAL INDENTURE.

       

       

      Section
3.04    Counterparts.  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.

       

      


      


      


      


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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.

      


      


      
        	
                CHESAPEAKE
      ENERGY CORPORATION

              
	 
	
                By:

              	
                /s/
      Jennifer M. Grigsby

              
	 
      	
                Jennifer
      M. Grigsby

              
	 
      	
                Senior
      Vice President, Treasurer and
      Corporate Secretary

              


      

      


      


      
        	
                SUBSIDIARY
      GUARANTORS:

                 

                CHESAPEAKE
      ENERGY LOUISIANA CORPORATION,

                CHESAPEAKE
      ENERGY MARKETING, INC.,

                CHESAPEAKE
      OPERATING, INC.,

                DIAMOND
      Y ENTERPRISE, INCORPORATED,

                GENE
      D. YOST & SON, INC.,

                CARMEN
      ACQUISITION, L.L.C.,

                CHESAPEAKE
      APPALACHIA, L.L.C.,

                CHESAPEAKE
      LAND DEVELOPMENT COMPANY, L.L.C.,

                CHESAPEAKE
      EXPLORATION, L.L.C.,

                CHESAPEAKE
      ROYALTY, L.L.C.,

                CHK
      HOLDINGS, L.L.C.,

                GOTHIC
      PRODUCTION, 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.,

                By:  Chesapeake
      Operating, Inc., its Sole Manager

                HAWG
      HAULING & DISPOSAL, LLC,

                By:  Diamond Y
      Enterprise, Incorporated, its SoleMember

                CHESAPEAKE
      LOUISIANA, L.P.,

                By:  Chesapeake
      Operating, Inc., its General Partner

                 

              
	
                      By:

              	
                /s/
      Jennifer M. Grigsby

              
	 	Jennifer
      M. Grigsby
	 	Senior
      Vice President, Treasurer and Corporate
Secretary


      

      


      


      


      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


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

              
	 
      
	
                By:

              	
                /s/
      Linda Garcia

              
	 
      	
                Linda
      Garcia

              
	 
      	
                Authorized
      Signatory