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                                                                    EXHIBIT 4.17


                                2,500,000 SHARES

                          CHESAPEAKE ENERGY CORPORATION

                  6.75% CUMULATIVE CONVERTIBLE PREFERRED STOCK

                          REGISTRATION RIGHTS AGREEMENT


                                                                November 6, 2001

Credit Suisse First Boston Corporation
Bear, Stearns & Co. Inc.
Lehman Brothers Inc.
Salomon Smith Barney Inc.
c/o Credit Suisse First Boston Corporation
      Eleven Madison Avenue
      New York, New York 10010-3629

Dear Sirs:

         Chesapeake Energy Corporation, an Oklahoma corporation (the "COMPANY"),
proposes to issue and sell to Credit Suisse First Boston Corporation, Bear,
Stearns & Co. Inc., Lehman Brothers Inc. and Salomon Smith Barney Inc.
(collectively, the "INITIAL PURCHASERS"), upon the terms set forth in a purchase
agreement of even date herewith (the "PURCHASE AGREEMENT"), 2,500,000 shares of
its 6.75% Cumulative Convertible Preferred Stock, par value $0.01 per share
(liquidation preference $50 per share) (the "CONVERTIBLE PREFERRED STOCK"). The
Convertible Preferred Stock will be convertible into shares of Common Stock, par
value $0.01 per share, of the Company (the "COMMON STOCK") at the conversion
price set forth in the Offering Circular dated November 6, 2001 (the "OFFERING
CIRCULAR"), subject to adjustment in accordance with the Certificate of
Designation of the Convertible Preferred Stock (the "CERTIFICATE OF
DESIGNATION"). The Convertible Preferred Stock and the Common Stock issuable
upon conversion of the Convertible Preferred Stock are collectively referred to
as "SECURITIES" and each referred to singularly as a "SECURITY." As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company agrees with the Initial Purchasers, for the benefit of the Initial
Purchasers and the holders of the Securities (collectively the "HOLDERS"), as
follows:

         1. Shelf Registration. So long as any Transfer Restricted Security (as
defined in Section 5 hereof) exists, the Company shall take the following
actions:

                  (a) The Company shall, within 60 days after the date on which
         the Initial Purchasers purchase the Convertible Preferred Stock
         pursuant to the Purchase Agreement (the "CLOSING DATE"), file with the
         Securities and Exchange Commission (the "COMMISSION") and thereafter
         use its reasonable best efforts to cause to be declared effective no
         later than 180 days after the Closing Date a registration statement
         (the "SHELF REGISTRATION STATEMENT") on an appropriate form under the
         Securities Act relating to the offer and sale of the Transfer
         Restricted Securities by the Holders thereof from time to time in
         accordance with the methods of distribution set forth in the


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                                                                               2


         Shelf Registration Statement and Rule 415 under the Securities Act
         (hereinafter, the "SHELF REGISTRATION"); provided, however, that no
         Holder (other than an Initial Purchaser) shall be entitled to have the
         Securities held by it covered by such Shelf Registration Statement
         unless such Holder agrees in writing to be bound by all the provisions
         of this Agreement applicable to such Holder.

                  (b) The Company shall use its reasonable best efforts to keep
         the Shelf Registration Statement continuously effective, in order to
         permit the prospectus included therein to be lawfully delivered by the
         Holders of the relevant Securities, until such time as all the
         Securities covered by the Shelf Registration Statement (i) have been
         sold pursuant thereto or (ii) are eligible to be sold under Rule 144(k)
         under the Securities Act (or any successor rule thereof), assuming for
         this purpose that the Holders thereof are not affiliates of the Company
         (in any such case, such period being called the "SHELF REGISTRATION
         PERIOD." The Company shall be deemed not to have used its reasonable
         best efforts to keep the Shelf Registration Statement effective during
         the requisite period if it voluntarily takes any action that would
         result in Holders of Securities covered thereby not being able to offer
         and sell such Securities during that period, unless such action is
         required by applicable law.

                  (c) Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall cause the Shelf Registration Statement
         and the related prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement, amendment or
         supplement, (i) to comply in all material respects with the applicable
         requirements of the Securities Act and the rules and regulations of the
         Commission and (ii) not to contain any untrue statement of a material
         fact or omit to state a material fact required to be stated therein or
         necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading; provided,
         however, the Company shall have no such obligations or liabilities with
         respect to any written information pertaining to any Holder and
         furnished to the Company by or on behalf of such Holder specifically
         for inclusion therein.

         2. Registration Procedures. In connection with the Shelf Registration
contemplated by Section 1 hereof, the following provisions shall apply so long
as any Transfer Restricted Security exists:

                  (a) The Company shall (i) furnish, without charge, to each
         Initial Purchaser, prior to the filing thereof with the Commission, a
         copy of the Shelf Registration Statement and each amendment thereof and
         each supplement, if any, to the prospectus included therein and, in the
         event that an Initial Purchaser (with respect to any portion of an
         unsold allotment from the original offering) is participating in the
         Shelf Registration Statement, the Company shall use its best efforts to
         reflect in each such document, when so filed with the Commission, such
         comments as such Initial Purchaser reasonably may propose, (ii) include
         in each such document the names of the Holders who have delivered
         written notice to the Company at least three business days prior to the
         filing thereof that they propose to sell Transfer Restricted Securities
         pursuant to the Shelf Registration Statement as selling securityholders
         and (iii) file pursuant to Rule 424(b) under the Securities Act an
         amendment to the Shelf Registration Statement or amend the prospectus
         to cover new Holders of Securities upon at least seven business days'
         prior written notice by such new Holders to such effect.

                  (b) The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities and the Holders of Transfer
         Restricted Securities included within the coverage of the Shelf
         Registration Statement (which notice pursuant to clauses (ii)-(v)
         hereof shall be accompanied by an instruction to suspend the use of the
         prospectus until the requisite changes have been made):


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                                                                               3


                           (i) when the Shelf Registration Statement or any
                  amendment thereto has been filed with the Commission and when
                  the Shelf Registration Statement or any post- effective
                  amendment thereto has become effective;

                           (ii) of any request by the Commission for amendments
                  or supplements to the Shelf Registration Statement or the
                  prospectus included therein or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Shelf Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv) of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                           (v) of the happening of any event that requires the
                  Company to make changes in the Shelf Registration Statement or
                  the prospectus in order that the Shelf Registration Statement
                  or the prospectus do not contain an untrue statement of a
                  material fact nor omit to state a material fact required to be
                  stated therein or necessary to make the statements therein (in
                  the case of the prospectus, in light of the circumstances
                  under which they were made) not misleading.

                  (c) The Company shall make every reasonable effort to obtain
         the withdrawal at the earliest possible time, of any order suspending
         the effectiveness of the Shelf Registration Statement.

                  (d) The Company shall furnish to each Holder of Transfer
         Restricted Securities included within the coverage of the Shelf
         Registration, without charge, if the Holder so requests in writing, at
         least one copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules and all exhibits thereto (including those, if any,
         incorporated by reference).

                  (e) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Transfer Restricted Securities included
         within the coverage of the Shelf Registration Statement, without
         charge, as many copies of the prospectus (including each preliminary
         prospectus) included in the Shelf Registration Statement and any
         amendment or supplement thereto as such person may reasonably request.
         The Company consents, subject to the provisions of this Agreement, to
         the use of the prospectus or any amendment or supplement thereto by
         each of the selling Holders in connection with the offering and sale of
         the Transfer Restricted Securities covered by the prospectus, or any
         amendment or supplement thereto, included in the Shelf Registration
         Statement.

                  (f) Prior to any public offering of the Securities pursuant to
         the Shelf Registration Statement, the Company shall register or qualify
         or cooperate with the Holders of the Transfer Restricted Securities
         included therein and their respective counsel in connection with the
         registration or qualification of the Securities for offer and sale
         under the securities or "blue sky" laws of such states of the United
         States as any Holder reasonably requests in writing and do any and all
         other acts or things necessary or advisable to enable the offer and
         sale in such jurisdictions of the Securities covered by the Shelf
         Registration Statement; provided, however, that the Company shall not
         be required to (i) qualify generally to do business in any jurisdiction
         where it is


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         not then so qualified or (ii) take any action which would subject it to
         general service of process or to taxation in any jurisdiction where it
         is not then so subject.

                  (g) The Company shall cooperate with the Holders of the
         Transfer Restricted Securities to facilitate the timely preparation and
         delivery of certificates representing the Securities to be sold
         pursuant to the Shelf Registration Statement free of any restrictive
         legends and in such denominations and registered in such names as the
         Holders may request a reasonable period of time prior to sales of the
         Securities pursuant to the Shelf Registration Statement, except in such
         cases where such Transfer Restricted Securities are required to be
         issued only in book-entry form pursuant to the terms of the Certificate
         of Designation.

                  (h) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 2(b) above during the Shelf
         Registration Period, the Company shall promptly prepare and file a
         post-effective amendment to the Shelf Registration Statement or a
         supplement to the related prospectus and any other required document so
         that, as thereafter delivered to Holders of the Securities or
         purchasers of Securities, the prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading. If the Company notifies the Initial Purchasers or the
         Holders of Transfer Restricted Securities included within the coverage
         of the Shelf Registration Statement, in accordance with paragraphs (ii)
         through (v) of Section 2(b) above, to suspend the use of the prospectus
         until the requisite changes to the prospectus have been made, then the
         Initial Purchasers and the Holders shall suspend use of such
         prospectus.

                  (i) Not later than the effective date of the Shelf
         Registration Statement, the Company will provide CUSIP numbers for the
         Convertible Preferred Stock registered for resale under the Shelf
         Registration Statement, and provide one or more certificates for such
         Convertible Preferred Stock, in a form eligible for deposit with The
         Depository Trust Company.

                  (j) The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Shelf Registration and will make generally available to its security
         holders (or otherwise provide in accordance with Section 11(a) of the
         Securities Act) an earnings statement satisfying the provisions of
         Section 11(a) of the Securities Act, no later than 45 days after the
         end of a 12-month period (or 90 days, if such period is a fiscal year)
         beginning with the first month of the Company's first fiscal quarter
         commencing after the effective date of the Shelf Registration
         Statement, which statement shall cover such 12-month period.

                  (k) The Company may require each Holder of Securities to be
         sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         the Securities as the Company may from time to time reasonably require
         for inclusion in the Shelf Registration Statement, and the Company may
         exclude from such registration the Securities of any Holder that fails
         to furnish such information within the applicable time period specified
         in Section 2(a) above.

                  (l) The Company shall enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         and take all such other action, if any, as any Holder of the Securities
         shall reasonably request in order to facilitate the disposition of the
         Securities pursuant to any Shelf Registration.

                  (m) In the case of any Shelf Registration, the Company shall
         (i) make reasonably available for inspection by the Holders of the
         Securities, any underwriter participating in any


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                                                                               5


         disposition pursuant to the Shelf Registration Statement and any
         attorney, accountant or other agent retained by the Holders of the
         Securities or any such underwriter all relevant financial and other
         records, pertinent corporate documents and properties of the Company
         and (ii) cause the Company's officers, directors, employees,
         accountants and auditors to supply all relevant information reasonably
         requested by the Holders of the Securities or any such underwriter,
         attorney, accountant or agent in connection with the Shelf Registration
         Statement, in each case, as shall be reasonably necessary to enable
         such persons, to conduct a reasonable investigation within the meaning
         of Section 11 of the Securities Act; provided, however, that the
         foregoing inspection and information gathering shall be coordinated on
         behalf of the Initial Purchasers by you and on behalf of the other
         parties, by one counsel designated by and on behalf of such other
         parties as described in Section 3 hereof.

                  (n) In the case of any Shelf Registration, the Company, if
         requested by any Holder of Securities covered thereby, shall cause (i)
         its counsel to deliver an opinion and updates thereof relating to the
         Securities in customary form addressed to such Holders and the managing
         underwriters, if any, thereof and dated, in the case of the initial
         opinion, the effective date of such Shelf Registration Statement (it
         being agreed that the matters to be covered by such opinion shall
         include, without limitation, the due incorporation and good standing of
         the Company and its subsidiaries; the qualification of the Company and
         its subsidiaries to transact business as foreign corporations; the due
         authorization, execution and delivery of the relevant agreement of the
         type referred to in Section 2(l) hereof; the due authorization,
         execution, authentication and issuance, and the validity and
         enforceability, of the applicable Securities; the absence of material
         legal or governmental proceedings involving the Company and its
         subsidiaries; the absence of governmental approvals required to be
         obtained in connection with the Shelf Registration Statement, the
         offering and sale of the applicable Securities, or any agreement of the
         type referred to in Section 2(l) hereof; the compliance as to form of
         such Shelf Registration Statement and any documents incorporated by
         reference therein with the requirements of the Securities Act; and, as
         of the date of the opinion and as of the effective date of the Shelf
         Registration Statement or most recent post-effective amendment thereto,
         as the case may be, the absence from such Shelf Registration Statement
         and the prospectus included therein, as then amended or supplemented,
         and from any documents incorporated by reference therein of an untrue
         statement of a material fact or the omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading (in the case of any such documents,
         in the light of the circumstances existing at the time that such
         documents were filed with the Commission under the Securities and
         Exchange Act of 1934, as amended (the "EXCHANGE ACT")); (ii) its
         officers to execute and deliver all customary documents and
         certificates and updates thereof requested by any underwriters of the
         applicable Securities and (iii) its independent public accountants to
         provide to the selling Holders of the applicable Securities and any
         underwriter therefor a comfort letter in customary form and covering
         matters of the type customarily covered in comfort letters in
         connection with primary underwritten offerings, subject to receipt of
         appropriate documentation as contemplated, and only if permitted, by
         Statement of Auditing Standards No. 72.

                  (o) The Company shall use its best efforts to cause the Common
         Stock included in such Shelf Registration Statement to be, upon resale
         thereunder, listed on each securities exchange, if any, on which any
         shares of Common Stock are then listed.

                  (p) The Company shall use its best efforts to take all other
         steps necessary to effect the registration of the Transfer Restricted
         Securities covered by the Shelf Registration Statement contemplated
         hereby.


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                                                                               6


         3. Registration Expenses.

                  (a) All expenses incident to the Company's performance of and
         compliance with this Agreement will be borne by the Company, regardless
         of whether the Shelf Registration Statement is ever filed or becomes
         effective, including without limitation:

                           (i) all registration and filing fees and expenses;

                           (ii) all fees and expenses of compliance with federal
                  securities and state "blue sky" or securities laws;

                           (iii) all expenses of printing (including printing
                  certificates and printing of prospectuses), messenger and
                  delivery services and telephone;

                           (iv) all fees and disbursements of counsel for the
                  Company;

                           (v) all application and filing fees in connection
                  with listing on a national securities exchange or automated
                  quotation system pursuant to the requirements hereof; and

                           (vi) all fees and disbursements of independent
                  certified public accountants of the Company (including the
                  expenses of any special audit and comfort letters required by
                  or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

                  (b) In connection with the Shelf Registration Statement, the
         Company will reimburse the Initial Purchasers and the Holders of
         Transfer Restricted Securities who are selling or reselling Securities
         pursuant to the "Plan of Distribution" contained in the Shelf
         Registration Statement for the reasonable fees and disbursements of not
         more than one counsel, who shall be chosen by the Holders of a majority
         in number of shares of the Transfer Restricted Securities for whose
         benefit such Registration Statement is being prepared.

         4. Indemnification.

                  (a) The Company agrees to indemnify and hold harmless each
         Holder of the Transfer Restricted Securities included within the
         coverage of the Shelf Registration Statement and each person, if any,
         who controls such Holder within the meaning of the Securities Act or
         the Exchange Act (each Holder and such controlling persons are referred
         to collectively as the "INDEMNIFIED PARTIES") from and against any
         losses, claims, damages or liabilities, joint or several, or any
         actions in respect thereof (including, but not limited to, any losses,
         claims, damages, liabilities or actions relating to purchases and sales
         of the Securities) to which each Indemnified Party may become subject
         under the Securities Act, the Exchange Act or otherwise, insofar as
         such losses, claims, damages, liabilities or actions arise out of or
         are based upon any untrue statement or alleged untrue statement of a
         material fact contained in the Shelf Registration Statement or
         prospectus or in any amendment or supplement thereto or in any
         preliminary prospectus relating to the Shelf Registration, or arise out
         of, or are based upon, the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and shall reimburse, as
         incurred, the Indemnified Parties for any legal or other expenses
         reasonably incurred by them in connection with investigating or
         defending any such loss, claim, damage, liability or action in respect
         thereof; provided, however, that (i) the Company


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                                                                               7


         shall not be liable in any such case to the extent that such loss,
         claim, damage or liability arises out of or is based upon any untrue
         statement or alleged untrue statement or omission or alleged omission
         made in the Shelf Registration Statement or prospectus or in any
         amendment or supplement thereto or in any preliminary prospectus
         relating to a Shelf Registration in reliance upon and in conformity
         with written information pertaining to such Holder and furnished to the
         Company by or on behalf of such Holder specifically for inclusion
         therein and (ii) with respect to any untrue statement or omission or
         alleged untrue statement or omission made in any prospectus relating to
         a Shelf Registration Statement, the indemnity agreement contained in
         this subsection (a) shall not inure to the benefit of any Holder from
         whom the person asserting any such losses, claims, damages or
         liabilities purchased the Securities concerned, to the extent that a
         prospectus relating to such Securities was required to be delivered by
         such Holder under the Securities Act in connection with such purchase
         and any such loss, claim, damage or liability of such Holder results
         from the fact that there was not sent or given to such person, at or
         prior to the written confirmation of the sale of such Securities to
         such person, a copy of the final prospectus if the Company had
         previously furnished copies thereof to such Holder; provided further,
         however, that this indemnity agreement will be in addition to any
         liability which the Company may otherwise have to such Indemnified
         Party. The Company shall also indemnify underwriters, their officers
         and directors and each person who controls such underwriters within the
         meaning of the Securities Act or the Exchange Act to the same extent as
         provided above with respect to the indemnification of the Holders of
         the Securities if requested by such Holders.

                  (b) Each Holder of the Securities, severally and not jointly,
         will indemnify and hold harmless the Company and each person, if any,
         who controls the Company within the meaning of the Securities Act or
         the Exchange Act from and against any losses, claims, damages or
         liabilities or any actions in respect thereof, to which the Company or
         any such controlling person may become subject under the Securities
         Act, the Exchange Act or otherwise, insofar as such losses, claims,
         damages, liabilities or actions arise out of or are based upon any
         untrue statement or alleged untrue statement of a material fact
         contained in a Shelf Registration Statement or prospectus or in any
         amendment or supplement thereto or in any preliminary prospectus
         relating to a Shelf Registration, or arise out of or are based upon the
         omission or alleged omission to state therein a material fact necessary
         to make the statements therein not misleading, but in each case only to
         the extent that the untrue statement or omission or alleged untrue
         statement or omission was made in reliance upon and in conformity with
         written information pertaining to such Holder and furnished to the
         Company by or on behalf of such Holder specifically for inclusion
         therein; and, subject to the limitation set forth immediately preceding
         this clause, shall reimburse, as incurred, the Company for any legal or
         other expenses reasonably incurred by the Company or any such
         controlling person in connection with investigating or defending any
         loss, claim, damage, liability or action in respect thereof. This
         indemnity agreement will be in addition to any liability which such
         Holder may otherwise have to the Company or any of its controlling
         persons.

                  (c) Promptly after receipt by an indemnified party under this
         Section 4 of notice of the commencement of any action or proceeding
         (including a governmental investigation), such indemnified party will,
         if a claim in respect thereof is to be made against the indemnifying
         party under this Section 4, notify the indemnifying party of the
         commencement thereof; but the omission so to notify the indemnifying
         party will not, in any event, relieve the indemnifying party from any
         obligations to any indemnified party other than the indemnification
         obligation provided in paragraph (a) or (b) above. In case any such
         action is brought against any indemnified party, and it notifies the
         indemnifying party of the commencement thereof, the indemnifying party
         will be entitled to participate therein and, to the extent that it may
         wish, jointly with any other indemnifying party similarly notified, to
         assume the defense thereof, with counsel reasonably satisfactory to
         such indemnified party (who shall not, except with the consent of the
         indemnified party, be counsel to the indemnifying party), and after
         notice from the indemnifying party to such


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                                                                               8


         indemnified party of its election so to assume the defense thereof the
         indemnifying party will not be liable to such indemnified party under
         this Section 4 for any legal or other expenses, other than reasonable
         costs of investigation, subsequently incurred by such indemnified party
         in connection with the defense thereof. No indemnifying party shall,
         without the prior written consent of the indemnified party, effect any
         settlement of any pending or threatened action in respect of which any
         indemnified party is or could have been a party and indemnity could
         have been sought hereunder by such indemnified party unless such
         settlement (i) includes an unconditional release of such indemnified
         party from all liability on any claims that are the subject matter of
         such action, and (ii) does not include a statement as to or an
         admission of fault, culpability or a failure to act by or on behalf of
         any indemnified party.

                  (d) If the indemnification provided for in this Section 4 is
         unavailable or insufficient to hold harmless an indemnified party under
         subsections (a) or (b) above, then each indemnifying party shall
         contribute to the amount paid or payable by such indemnified party as a
         result of the losses, claims, damages or liabilities (or actions in
         respect thereof) referred to in subsection (a) or (b) above in such
         proportion as is appropriate to reflect the relative fault of the
         indemnifying party or parties on the one hand and the indemnified party
         on the other in connection with the statements or omissions that
         resulted in such losses, claims, damages or liabilities (or actions in
         respect thereof) as well as any other relevant equitable
         considerations. The relative fault of the parties shall be determined
         by reference to, among other things, whether the untrue or alleged
         untrue statement of a material fact or the omission or alleged omission
         to state a material fact relates to information supplied by the Company
         on the one hand or such Holder or such other indemnified party, as the
         case may be, on the other, and the parties' relative intent, knowledge,
         access to information and opportunity to correct or prevent such
         statement or omission. The amount paid by an indemnified party as a
         result of the losses, claims, damages or liabilities referred to in the
         first sentence of this subsection (d) shall be deemed to include any
         legal or other expenses reasonably incurred by such indemnified party
         in connection with investigating or defending any action or claim which
         is the subject of this subsection (d). Notwithstanding any other
         provision of this Section 4(d), the Holders shall not be required to
         contribute any amount in excess of the amount by which the net proceeds
         received by such Holders from the sale of the Securities pursuant to
         the Shelf Registration Statement exceeds the amount of damages which
         such Holders have otherwise been required to pay by reason of such
         untrue or alleged untrue statement or omission or alleged omission. No
         person guilty of fraudulent misrepresentation (within the meaning of
         Section 11(f) of the Securities Act) shall be entitled to contribution
         from any person who was not guilty of such fraudulent
         misrepresentation. For purposes of this paragraph (d), each person, if
         any, who controls such indemnified party within the meaning of the
         Securities Act or the Exchange Act shall have the same rights to
         contribution as such indemnified party and each person, if any, who
         controls the Company within the meaning of the Securities Act or the
         Exchange Act shall have the same rights to contribution as the Company.

                  (e) The agreements contained in this Section 4 shall survive
         the sale of the Securities pursuant to the Shelf Registration Statement
         and shall remain in full force and effect, regardless of any
         termination or cancellation of this Agreement or any investigation made
         by or on behalf of any indemnified party.

         5. Additional Dividends Under Certain Circumstances.

                  (a) Additional dividends ("ADDITIONAL DIVIDENDS") with respect
         to the Convertible Preferred Stock shall accrue as follows if any of
         the following events occur (each such event in clauses (i) through
         (iii) below being herein called a "REGISTRATION DEFAULT"):


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                                                                               9


                           (i) the Shelf Registration Statement required by this
                  Agreement is not filed with the Commission on or prior to 60
                  days after the Closing Date;

                           (ii) the Shelf Registration Statement required by
                  this Agreement is not declared effective by the Commission on
                  or prior to 180 days after the Closing Date;

                           (iii) if after the Shelf Registration Statement
                  required by this Agreement has been declared effective by the
                  Commission but (A) such Registration Statement thereafter
                  ceases to be effective or (B) the Shelf Registration Statement
                  or the related prospectus ceases to be usable in connection
                  with resales of Transfer Restricted Securities during the
                  periods specified herein because either (1) any event occurs
                  as a result of which the related prospectus forming part of
                  such Shelf Registration Statement would include any untrue
                  statement of a material fact or omit to state any material
                  fact necessary to make the statements therein in the light of
                  the circumstances under which they were made not misleading,
                  or (2) it shall be necessary to amend such Shelf Registration
                  Statement or supplement the related prospectus, to comply with
                  the Securities Act or the Exchange Act or the respective rules
                  thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

Additional Dividends shall accrue on the shares of Convertible Preferred Stock
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all such Registration Defaults have been
cured, at a rate of 7.25% per annum (50 basis points above the rate shown on the
cover page of the Offering Circular) in addition to the dividends otherwise
accruing on the Convertible Preferred Stock.

                  (b) A Registration Default referred to in Section 5(a)(iii)
         hereof shall be deemed not to have occurred and be continuing in
         relation to the Shelf Registration Statement or the related prospectus
         if (i) such Registration Default has occurred solely as a result of (x)
         the filing of a post- effective amendment to the Shelf Registration
         Statement to incorporate annual audited financial information with
         respect to the Company where such post-effective amendment is not yet
         effective and needs to be declared effective to permit Holders to use
         the related prospectus or (y) other material events, with respect to
         the Company that would need to be described in the Shelf Registration
         Statement or the related prospectus and (ii) in the case of clause (y),
         the Company is proceeding promptly and in good faith to amend or
         supplement such Shelf Registration Statement and related prospectus to
         describe such events; provided, however, that in any case if such
         Registration Default occurs for a continuous period in excess of 30
         days, Additional Dividends shall be payable in accordance with the
         above paragraph from the day such Registration Default occurs until
         such Registration Default is cured.

                  (c) Any amounts of Additional Dividends due pursuant to
         Section 5(a) will be payable in cash on the regular dividend payment
         dates with respect to the Convertible Preferred Stock on the same terms
         and conditions and subject to the same limitations as pertain at such
         time for the payment of regular dividends. The amount of Additional
         Dividends will be determined by multiplying the applicable Additional
         Dividends rate by the aggregate liquidation preference of the
         outstanding shares of Convertible Preferred Stock and further
         multiplied by a fraction, the numerator of which is the number of days
         such Additional Dividend rate was applicable during such period
         (determined on the basis of a 360-day year comprised of twelve 30-day
         months), and the denominator of which is 360.


<PAGE>
                                                                              10


                  (d) "TRANSFER RESTRICTED SECURITIES" means each Security until
         (i) the date on which such Security has been effectively registered
         under the Securities Act and disposed of in accordance with the Shelf
         Registration Statement or (ii) the date on which such Security is
         distributed to the public pursuant to Rule 144 under the Securities Act
         or is saleable pursuant to Rule 144(k) under the Securities Act.

         6. Rules 144 and 144A. The Company shall use its best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time during the Shelf Registration Period
the Company is not required to file such reports, it will, upon the request of
any Holder of Transfer Restricted Securities, make publicly available other
information so long as necessary to permit sales of their securities pursuant to
Rules 144 and 144A. The Company covenants that it will take such further action
as any Holder of Transfer Restricted Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Transfer
Restricted Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. Upon the request of any Holder
of Transfer Restricted Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 6 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

         7. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING UNDERWRITERS") will be selected by
the Holders of a majority in number of shares of such Transfer Restricted
Securities to be included in such offering.

         No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

         8. Miscellaneous.

                  (a) Remedies. The Company acknowledges and agrees that any
         failure by the Company to comply with its obligations under Section 1
         hereof may result in material irreparable injury to the Initial
         Purchasers or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, the Initial
         Purchasers or any Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under Section 1 hereof.
         The Company further agrees to waive the defense in any action for
         specific performance that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. The Company will not on or
         after the date of this Agreement enter into any agreement with respect
         to its securities that is inconsistent with the rights granted to the
         Holders in this Agreement or otherwise conflicts with the provisions
         hereof. The rights granted to the Holders hereunder do not in any way
         conflict with and are not inconsistent with the rights granted to the
         holders of the Company's securities under any agreement in effect on
         the date hereof.


<PAGE>
                                                                              11


                  (c) Amendments and Waivers. The provisions of this Agreement
         may not be amended, modified or supplemented, and waivers or consents
         to departures from the provisions hereof may not be given, except by
         the Company and the written consent of the Holders of a majority in
         number of shares of Transfer Restricted Securities (provided that
         Holders of Common stock issued upon conversion of Convertible Preferred
         Stock shall be deemed to be Holders of the aggregate number of shares
         of Convertible Preferred stock from which such Common Stock was
         converted) affected by such amendment, modification, supplement, waiver
         or consents. Without the consent of the Holder of each share of
         Convertible Preferred Stock then outstanding, however, no modification
         may change the provisions relating to the payment of Additional
         Dividends.

                  (d) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand delivery,
         first-class mail, facsimile transmission, or air courier which
         guarantees overnight delivery:

                  (1) if to the Holders, at the most current address shown for
         the Holders in the records of the Transfer Agent, with a copy in like
         manner as follows:

                  (2) if to the Initial Purchasers:

                  Credit Suisse First Boston Corporation
                  Eleven Madison Avenue
                  New York, NY 10010-3629
                  Fax No.: (212) 325-8278
                  Attention: Transactions Advisory Group

         with a copy to:

                  Cravath, Swaine & Moore
                  Worldwide Plaza
                  825 Eighth Avenue
                  New York, NY 10019-7475
                  Fax No.: (212) 474-3700
                  Attention: Stephen L. Burns, Esq.

                  (3) if to the Company, at its address as follows:

                  Chesapeake Energy Corporation
                  6100 North Western Avenue
                  Oklahoma City, OK 73118
                  Fax No.: (405) 848-8588
                  Attention: Marcus C. Rowland

         with a copy to:

                  Vinson & Elkins L.L.P.
                  2300 First City Tower
                  1001 Fannin Street
                  Houston, TX 77002-6760
                  Fax No.: (713) 758-2346
                  Attention: James M. Prince, Esq.


<PAGE>
                                                                              12


         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

                  (e) Third Party Beneficiaries. The Holders shall be third
         party beneficiaries to the agreements made hereunder between the
         Company, on the one hand, and the Initial Purchasers, on the other
         hand, and shall have the right to enforce such agreements directly to
         the extent they may deem such enforcement necessary or advisable to
         protect their rights or the rights of Holders hereunder.

                  (f) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors and assigns of each of
         the parties, including, without the need for an express assignment or
         any consent by the Company thereto, subsequent Holders of Transfer
         Restricted Securities. The Company hereby agrees to extend the benefits
         of this Agreement to any Holder of Transfer Restricted Securities and
         any such Holder may specifically enforce the provisions of this
         Agreement as if an original party hereto.

                  (g) Counterparts. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,
         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         agreement.

                  (h) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
         WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  (j) Severability. If any one or more of the provisions
         contained herein, or the application thereof in any circumstance, is
         held invalid, illegal or unenforceable, the validity, legality and
         enforceability of any such provision in every other respect and of the
         remaining provisions contained herein shall not be affected or impaired
         thereby.

                  (k) Securities Held by the Company. Whenever the consent or
         approval of Holders of a specified number of Transfer Restricted
         Securities is required hereunder, Securities held by the Company or its
         affiliates (other than subsequent Holders of Transfer Restricted
         Securities if such subsequent Holders are deemed to be affiliates
         solely by reason of their holdings of such Securities) shall not be
         counted in determining whether such consent or approval was given by
         the Holders of such required percentage.



<PAGE>
                                                                              13


         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company in accordance with its
terms.

                                        Very truly yours,

                                        Chesapeake Energy Corporation


                                        by      /s/ MARTHA A. BURGER
                                            -----------------------------------
                                             Name:  Martha A. Burger
                                             Title: Treasurer





<PAGE>
                                                                              14


The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
SALOMON SMITH BARNEY INC.

By: CREDIT SUISSE FIRST BOSTON CORPORATION


By: /s/ TIM PERRY
    -----------------------------------
    Name:  Tim Perry
    Title: Director