EX-4.15


 Exhibit 4.15 

 
  
 CHESAPEAKE ENERGY CORPORATION 
 and 

the Subsidiary Guarantors named herein 
  

 
 6.875% SENIOR
NOTES DUE 2018, 
 6.625% SENIOR NOTES DUE 2020, 
 6.125% SENIOR NOTES DUE 2021, 
 AND 

6.775% SENIOR NOTES DUE 2019 
  

 
  

 
 TWELFTH
SUPPLEMENTAL INDENTURE 
 DATED AS OF DECEMBER 20, 2012 

 
  

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

 
  

 






 THIS TWELFTH SUPPLEMENTAL INDENTURE, dated as of December 20, 2012, 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., as Trustee. 
 RECITALS 

WHEREAS, the Company, the Subsidiary Guarantors party thereto, and the Trustee entered into an Indenture, dated as of August 2,
2010, as supplemented prior to the date hereof (the “Indenture”), pursuant to which the Company has originally issued $600,000,000 in principal amount of 6.875% Senior Notes due 2018, $1,400,000,000 in principal amount of 6.625% Senior
Notes due 2020, $1,000,000,000 in principal amount of 6.125% Senior Notes due 2021 and $1,300,000,000 in principal amount of 6.775% Senior Notes due 2019 (the “Notes”); 

WHEREAS, Section 9.01(7) 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 the release of any Subsidiary Guarantor, as provided for in the Indenture; 
 WHEREAS, each of Chesapeake Midstream Operating, L.L.C., an Oklahoma limited liability company, Chesapeake West Texas Processing, L.L.C., an Oklahoma limited liability company, Jackalope Gas Gathering
Services, L.L.C., an Oklahoma limited liability company, Louisiana Midstream Gas Services, L.L.C., an Oklahoma limited liability company, Mid-America Midstream Gas Services, L.L.C., an Oklahoma limited liability company, Mid-Atlantic Gas Services,
L.L.C., an Oklahoma limited liability company, Mockingbird Midstream Gas Services, L.L.C., an Oklahoma limited liability company, and Utica Gas Services, L.L.C., an Oklahoma limited liability company (each individually, a “Released
Subsidiary Guarantor”, and collectively, the “Released Subsidiary Guarantors”) has ceased to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor and thus, pursuant to Section 10.05 of the
Indenture, each Released Subsidiary Guarantor has been automatically released from all of its Guarantee and related obligations under the Indenture; and 
 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 Twelfth 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. 

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: 

  
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 ARTICLE 1 
 Section 1.01. This Twelfth 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 Twelfth 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. In accordance with Section 10.05 of the Indenture, the release of the Released Subsidiary
Guarantors is evidenced by this Twelfth Supplemental Indenture. The notation on the Securities relating to the Guarantee shall be deemed to exclude the name of each Released Subsidiary Guarantor and the signature of an Officer of each such Released
Subsidiary Guarantor on its behalf. 
 ARTICLE 3 
 Section 3.01. 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 3.02. 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
Twelfth Supplemental Indenture. This Twelfth 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 Twelfth Supplemental Indenture. The recitals and statements herein are deemed to be
those of the Company and the Subsidiary Guarantors and not of the Trustee. 
 Section 3.03. THE LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS TWELFTH SUPPLEMENTAL INDENTURE. 
 Section 3.04. The
parties may sign any number of copies of this Twelfth Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 

[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental Indenture to be
duly executed, all as of the date first written above. 
  

	
	 /s/ JENNIFER M. GRIGSBY

	Jennifer M. Grigsby
	
	Senior Vice President, Treasurer & Corporate Secretary of the Company and of the Subsidiaries listed below:
	
	Corporate Subsidiaries:
	
	 ARKANSAS MIDSTREAM GAS SERVICES CORP.

	 CHESAPEAKE E&P HOLDING CORPORATION

	 CHESAPEAKE ENERGY LOUISIANA CORPORATION

	 CHESAPEAKE ENERGY MARKETING, INC.

	 CHESAPEAKE NG VENTURES CORPORATION

	 CHK HOLDINGS CORPORATION

	 WINTER MOON ENERGY CORPORATION

	
	CHESAPEAKE OPERATING, INC.,
	On behalf of itself, and as general partner of the following limited partnership:
	
	CHESAPEAKE LOUISIANA, L.P.
	
	Limited Liability Company Subsidiaries:
	
	 AMGS, L.L.C.

	 CHESAPEAKE AEZ EXPLORATION, L.L.C.

	 CHESAPEAKE APPALACHIA, L.L.C.

	 CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.

	 CHESAPEAKE EXPLORATION, L.L.C.

	 CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.

	 CHESAPEAKE MIDSTREAM DEVELOPMENT, L.L.C.

	 CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C.

	 CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.

	 CHESAPEAKE PLAZA, L.L.C.

	 CHESAPEAKE ROYALTY, L.L.C.

	 CHESAPEAKE VRT, L.L.C.

	 CHESAPEAKE WEST TEXAS GATHERING, L.L.C.

	 EMPRESS, L.L.C.




  
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	 GOTHIC PRODUCTION, 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.

	 NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.

	
	EMLP, L.L.C.
	On behalf of itself, and as general partner of the following limited partnership:
	
	EMPRESS LOUISIANA PROPERTIES, L.P.



  
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	TRUSTEE:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ TERESA PETTA

	Name:	 	Teresa Petta
	Title:	 	Vice President



  
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