Third Supplemental Indenture




 Exhibit 4.1.1 
  

  
 CHESAPEAKE ENERGY CORPORATION 
  
 and 
  
 the Subsidiary Guarantors named herein 
  

  
 7.5% SENIOR NOTES DUE 2014 
  

  
 THIRD SUPPLEMENTAL INDENTURE 
  
 DATED AS OF JANUARY 31, 2005 
  

  
 THE BANK OF NEW YORK 
  
 as Trustee 
  









 THIS THIRD SUPPLEMENTAL INDENTURE, dated as of January 31, 2005 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, as
Trustee. 
  
 RECITALS 
  
 WHEREAS, the Company, the Subsidiary Guarantors a party thereto and the
Trustee entered into an Indenture, dated as of May 27, 2004, as supplemented prior to the date hereof (the “Indenture”), pursuant to which the Company has originally issued $300,000,000 in principal amount of 7.5% Senior Notes due
2014 (the “Notes”); and 
  
 WHEREAS, Section
9.01(3) 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: (a) the addition of any Subsidiary Guarantor, as provided for
in the Indenture, and (b) the release of any Subsidiary Guarantor as provided for in the Indenture; and 
  
 WHEREAS, the Board of Directors of the Company has designated Chesapeake Land Company, L.L.C., as a Restricted Subsidiary of the Company and desires to
add the entity as a Subsidiary Guarantor under the Indenture; and 
  
 WHEREAS, the Company has taken all actions required to effect the release, pursuant to Sections 10.02 and 10.04 of the Indenture, of Chesapeake BNR Corp., an Oklahoma corporation (“BNR”), Chesapeake Focus, L.L.C., an Oklahoma
limited liability company (“Focus”), Chesapeake KNAN Acquisition, L.L.C., an Oklahoma limited liability company (“KNAN”), Chesapeake Mountain Front, L.L.C., an Oklahoma limited liability company (“Mountain Front”), Sap
Acquisition, L.L.C., an Oklahoma limited liability company (“Sap”), Chesapeake LNG, L.P., an Oklahoma limited partnership (“LNG”), and Chesapeake Panhandle Limited Partnership, an Oklahoma limited partnership
(“Panhandle”) as Subsidiary Guarantors; 
  
 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 Third 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 Third 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 Third 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. From this date, in accordance with Section 10.03 of the Indenture and by executing this Third
Supplemental Indenture, Chesapeake Land Company, L.L.C., an Oklahoma limited liability company, is subject to the provisions of the Indenture as a Subsidiary Guarantor to the extent provided for in Article Ten thereunder. 
  
 ARTICLE 3 
  
 Section 3.01. As a result of the merger of BNR, Focus, KNAN, Mountain Front, Sap, LNG, and Panhandle, with and into
Chesapeake Exploration Limited Partnership, an Oklahoma limited partnership (“CELP”), which constitutes a merger with a Subsidiary Guarantor under Section 10.02(a) of the Indenture, BNR, Focus, KNAN, Mountain Front, Sap, LNG, and Panhandle
shall for all purposes be released as a Subsidiary Guarantors from all of their Guarantees and related obligations in the Indenture, pursuant to Section 10.04 of the Indenture. The notation on the Securities relating to the Guarantee shall be deemed
to exclude the names of BNR, Focus, KNAN, Mountain Front, Sap, LNG, and Panhandle; the signature of an Officer of each of BNR, Focus, KNAN, Mountain Front, and Sap; and the signature of an Officer of Chesapeake Operating, Inc. on behalf of LNG and
Panhandle. 
  
 Section 3.02. As the surviving entity in its
merger with BNR, Focus, KNAN, Mountain Front, Sap, LNG, and Panhandle and a Subsidiary Guarantor, CELP hereby agrees to assume all of the obligations of BNR, Focus, KNAN, Mountain Front, Sap, LNG, and Panhandle. 
  
 ARTICLE 4 
  
 Section 4.01. 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 4.02. Except as otherwise expressly provided
herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the 

  

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Trustee by reason of this Third Supplemental Indenture. This Third 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. 
  
 Section 4.03. The Company hereby notifies the Trustee that Chesapeake
Land Company, L.L.C., has been designated by the Board of Directors of the Company as a Restricted Subsidiary (as that term is defined in the Indenture). 
  
 Section 4.04. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS THIRD SUPPLEMENTAL INDENTURE. 
  
 Section 4.05. The parties may sign any number of copies of this Third
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 Third Supplemental Indenture to be duly executed,
all as of the date first written above. 
  

	
	 /s/ Aubrey K. McClendon


	Aubrey K. McClendon
	
	Chief Executive Officer of the Company and of the Subsidiaries listed below:
	
	Corporate Subsidiaries:
	
	 CHESAPEAKE ENERGY LOUISIANA
     CORPORATION

	CHESAPEAKE PRH CORP.
	CHESAPEAKE SOUTH TEXAS CORP.
	NOMAC DRILLING CORPORATION
	OXLEY PETROLEUM CO.
	
	CHESAPEAKE OPERATING, INC.,
	On behalf of itself and, as general partner, the following limited partnerships:
	
	 CHESAPEAKE EXPLORATION LIMITED
     PARTNERSHIP

	CHESAPEAKE LOUISIANA, L.P.
	CHESPEAKE NFW, L.P.
	CHESAPEAKE PERMIAN, L.P.
	CHESAPEAKE SIGMA, L.P.
	CHESAPEAKE-STAGHORN ACQUISITION, L.P.
	CHESAPEAKE ZAPATA, L.P.
	
	CHESAPEAKE ENERGY MARKETING, INC.,
	On behalf of itself and, as general partner, the following limited partnerships:
	
	MIDCON COMPRESSION, L.P.
	
	Limited Liability Company Subsidiaries:
	
	CARMEN ACQUISITION, L.L.C.
	CHESAPEAKE ACQUISITION, L.L.C.
	CHESAPEAKE ENO ACQUISITION, L.L.C.
	CHESAPEAKE EP, L.L.C.
	CHESAPEAKE LAND COMPANY, L.L.C.
	CHESAPEAKE ORC, L.L.C.
	CHESAPEAKE PERMIAN ACQUISITION, L.L.C.


  

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	CHESAPEAKE ROYALTY, L.L.C.
	GOTHIC PRODUCTION, L.L.C.
	JOHN C. OXLEY, L.L.C.
	MC MINERAL COMPANY, L.L.C.
	MAYFIELD PROCESSING, L.L.C.


  

			
	TRUSTEE:
	
	 THE BANK OF NEW YORK, as successor to
 United
States Trust Company of New York, as
 Trustee

		
	By:	 	 /s/ Steven D. Torgeson


	Name:	 	Steven. D. Torgeson
	Title:	 	Vice President


  

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