EX-4.17


 EXECUTION COPY 

 
  
 CHESAPEAKE ENERGY CORPORATION 
 as Issuer, 

THE SUBSIDIARY GUARANTORS PARTY HERETO 
 as Subsidiary Guarantors, 
 and 

DEUTSCHE BANK TRUST COMPANY AMERICAS 
 as Trustee 
  

 
 FOURTEENTH
SUPPLEMENTAL INDENTURE 
 Dated March 18, 2013 
 To Indenture dated as of August 2, 2010 
  

 
  

 






 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE 1
	 	 THE SERIES TRUSTEE
	  	 	1	  
			
	 Section 1.1
	 	 Appointment of Series Trustee
	  	 	1	  
			
	 Section 1.2
	 	 Eligibility of Series Trustee
	  	 	2	  
			
	 Section 1.3
	 	 Registrar, Paying Agent and Conversion Agent
	  	 	2	  
			
	 Section 1.4
	 	 Concerning the Trustees
	  	 	2	  
			
	 Section 1.5
	 	 Notices
	  	 	3	  
			
	 ARTICLE 2
	 	 MISCELLANEOUS PROVISIONS
	  	 	3	  
			
	 Section 2.1
	 	 Recitals by the Company
	  	 	3	  
			
	 Section 2.1
	 	 Ratification and Incorporation of Indenture
	  	 	3	  
			
	 Section 2.3
	 	 Counterpart Originals
	  	 	3	  
			
	 Section 2.4
	 	 Governing Law
	  	 	4	  
			
	 Section 2.5
	 	 Severability
	  	 	4	  


  
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 THIS FOURTEENTH SUPPLEMENTAL INDENTURE dated as of March 18, 2013 (this
“Supplemental Indenture”), is among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), the Subsidiary Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking
corporation, as trustee (the “Series Trustee”). Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Base Indenture (as defined below). 

RECITALS: 

WHEREAS, the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., a national banking association, as
trustee (the “Existing Trustee”) are parties to an Indenture, dated as of August 2, 2010 (the “Base Indenture,” as supplemented, the “Indenture”), providing for the issuance by the Company from
time to time of its debentures, notes, bonds and other evidences of indebtedness, issued and to be issued in one or more series unlimited as to principal amount (the “Securities”), and the guarantee by each Subsidiary Guarantor of
each such series of such Securities, the terms of which provide for such guarantee; and 
 WHEREAS, Section 7.08 of the
Base Indenture permits the Company to appoint a separate Trustee for any one or more series of Securities; and 
 WHEREAS,
pursuant to Section 9.01(5) of the Indenture, the Company and the Subsidiary Guarantors may amend or supplement the Indenture or the Securities of any series without notice to or consent of any Holder to evidence the acceptance or appointment
by a separate Trustee with respect to one or more series of Securities; and 
 WHEREAS, the Company desires hereby to appoint
the Series Trustee as Trustee under the Indenture so that the Series Trustee may henceforth serve as the Trustee with respect to, and only with respect to, one or more series of Securities issued on or after the date hereof; and 

WHEREAS, the Existing Trustee shall remain the Trustee with respect to each series of Securities issued prior to the date hereof; and

 WHEREAS, all things necessary have been done to make this Supplemental Indenture a legal, valid and binding agreement of the
parties hereto, enforceable in accordance with its terms. 
 NOW, THEREFORE, in consideration of the agreements and obligations
ser forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree that the following provisions shall supplement the Base Indenture: 

ARTICLE 1 

THE SERIES TRUSTEE 
 Section 1.1 Appointment of Series Trustee. 
 The Company hereby
appoints the Series Trustee as Trustee under the Indenture with respect to, and only with respect to, each series of Securities so designated, and by execution 






 
hereof the Series Trustee accepts such appointment. Pursuant to the Indenture, all the rights, powers, trusts and duties of the Trustee under the Base Indenture shall be vested in the Series
Trustee with respect to each series of Securities for which the Series Trustee shall have been designated as the Trustee. Nothing in this Supplemental Indenture shall be construed to amend in any respect the rights, powers, trusts and duties of the
Existing Trustee under the Indenture with respect to all of the series of Securities as to which it has served and continues to serve as Trustee. The Existing Trustee shall have no rights, powers, trusts and duties with respect to any series of
Securities for which the Series Trustee is the Trustee. 
 Section 1.2 Eligibility of Series Trustee. 

The Series Trustee hereby represents that it is qualified and eligible under the provisions of the Trust Indenture Act and the Base
Indenture, including Section 7.10 thereof, to accept its appointment as Trustee with respect to each series of Securities for which it may be designated as Trustee under the Indenture and hereby accepts the appointment as such Trustee.

 Section 1.3 Registrar, Paying Agent and Conversion Agent. 

Unless otherwise expressly provided in connection with the establishment of a series of Securities, the Series Trustee shall serve as
“Registrar,” “Paying Agent” and “Conversion Agent” with respect to each series of Securities for which it shall be designated as the Trustee. 
 Section 1.4 Concerning the Trustees. 
 The Series Trustee assumes no
additional duties, responsibilities or liabilities by reason of this Supplemental Indenture other than as set forth in the Base Indenture and, in carrying out its responsibilities hereunder and thereunder, the Series Trustee shall have all of the
rights, powers, privileges, protections, duties, immunities and obligations which it possesses under the Base Indenture. The Series Trustee shall not constitute a successor Trustee with respect to the Existing Trustee, and the Existing Trustee and
the Series Trustee shall not constitute co-trustees. Nothing in this Supplemental Indenture shall be construed to create or impose any liability on the Existing Trustee for any acts or omissions of the Series Trustee. The Series Trustee shall have
no liability for any acts or omissions of the Existing Trustee. The Existing Trustee shall continue to constitute a Trustee under the Base Indenture and may be appointed as the Trustee with respect to a series of Securities after the date hereof.

 References in this Supplemental Indenture and in any supplemental indenture pursuant to which the terms of any Securities
with respect to which the Series Trustee shall be the Trustee to sections of the Base Indenture that require or permit actions by the Trustee with respect to any such Securities shall be deemed to require or permit actions only by the Series Trustee
and the Existing Trustee shall have no responsibility therefor. 
 In any series of Securities for which the Series Trustee
serves as Trustee, express references in the Base Indenture to The Bank of New York Mellon Trust Company, N.A. shall be deemed to be references to the Series Trustee. 

  
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 Section 1.5 Notices.  

Any notice or communication to the Company, any Subsidiary Guarantor or the Series Trustee or any Agent shall be sufficiently given if
given in accordance with the Base Indenture, addressed as follows: 
 If to the Company or any Subsidiary Guarantor: 

Chesapeake Energy Corporation 
 6100 North Western Avenue 
 Oklahoma City, Oklahoma 73118 

Attention: Assistant Treasurer 
 Fax: (405) 849-6119 
 If to the Series Trustee or any Agent: 

Deutsche Bank Trust Company Americas 
 60 Wall Street 
 New York, New York 10005 

Attention: Corporates Team - Chesapeake Energy Corporation 
 Fax: (732) 578-4635 
 The Company or any Subsidiary Guarantor or the Series
Trustee or any Agent by notice to the other may designate additional or different addresses for subsequent notices or communications. 
 ARTICLE 2 
 MISCELLANEOUS PROVISIONS 

Section 2.1 Recitals by the Company. 
 The recitals in this Supplemental Indenture are made by the Company only and not by the Existing Trustee or the Series Trustee. 
 Section 2.2 Ratification and Incorporation of Indenture. 
 As amended
and supplemented hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to, and only with respect to, the
series of Securities for which for which the Series Trustee shall be the Trustee. 
 Section 2.3 Counterpart
Originals 
 The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same instrument. 

  
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 Section 2.4 Governing Law 

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 Section 2.5 Severability. 
 In case any provision of this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

********** 

[SIGNATURE PAGES FOLLOW] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

			
	COMPANY:
	CHESAPEAKE ENERGY CORPORATION
		
	By:	 	 /s/ JENNIFER M. GRIGSBY

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



 Signature Page to Fourteenth Supplemental Indenture 







			
	SUBSIDIARY GUARANTORS:
	
	 ARKANSAS MIDSTREAM GAS SERVICES CORP.
 CHESAPEAKE ENERGY LOUISIANA CORPORATION
 CHESAPEAKE ENERGY MARKETING, INC.

CHESAPEAKE E&P HOLDING CORPORATION

CHESAPEAKE NG VENTURES CORPORATION
 CHESAPEAKE
OPERATING, INC.
 CHK ENERGY HOLDINGS, INC.
 WINTER MOON ENERGY CORPORATION
 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.
 EMLP,
L.L.C.
 EMPRESS, L.L.C.
 GSF,
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.
 CHESAPEAKE LOUISIANA, L.P.
 By: Chesapeake Operating, Inc., its General Partner
 EMPRESS LOUISIANA PROPERTIES, L.P.

By: EMLP, L.L.C., its General Partner

		
	By:	 	 /s/ JENNIFER M. GRIGSBY

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



 Signature Page to Fourteenth Supplemental Indenture 






 
			
	TRUSTEE:
	 DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE

		
	By:	 	DEUTSCHE BANK NATIONAL TRUST COMPANY
		
	By:	 	 /s/ LINDA REALE

	Name:	 	Linda Reale
	Title:	 	Vice President
		
	By:	 	 /s/ KENNETH R. RING

	Name:	 	Kenneth R. Ring
	Title:	 	Vice President


 Signature Page to Fourteenth Supplemental Indenture