Third Supplemental Indenture



 Exhibit 4.13.1 

 CHESAPEAKE ENERGY CORPORATION 
 and

 the Subsidiary Guarantors named herein 
 2.75% CONTIGENT CONVERTIBLE SENIOR NOTES DUE 2035 
  

 THIRD SUPPLEMENTAL INDENTURE 
 DATED AS OF MAY 8, 2006 
  

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








 THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 8, 2006, 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 Trust
Company, N.A., as Trustee. 
 RECITALS 
 WHEREAS, the Company, the Subsidiary Guarantors a party thereto and the Trustee entered into an Indenture, dated as of November 8, 2005, (the “Indenture”), pursuant to which the Company has
originally issued $690,000,000 in principal amount of 2.75% Contingent Convertible Senior Notes due 2035 (the “Notes”); and 
 WHEREAS, Section 10.01(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 the release of any Subsidiary
Guarantor, as provided for in the Indenture; and 
 WHEREAS, the Company has taken all actions required to effect the release, pursuant to
Sections 11.02 and 11.04 of the Indenture, of Oxley Petroleum Co. (“Oxley”), an Oklahoma limited partnership. 
 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; 
 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. 
  

 - 2 - 








 ARTICLE 2 
 Section 2.01. As a result of the dissolution of Oxley, the Company has taken all actions required to effect the release, pursuant to Section 11.04 of the Indenture, of Oxley as a Subsidiary Guarantor.
The notation on the Securities relating to the Guarantee shall be deemed to exclude the name of Oxley and the signature of an Officer of Oxley 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 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 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS THIRD SUPPLEMENTAL INDENTURE.

 Section 3.04. 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] 
  

 - 3 - 








 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 EAGLE CANADA CORP.
	 CHESAPEAKE ENERGY LOUISIANA
             CORPORATION

	CHESAPEAKE SOUTH TEXAS CORP.
	NOMAC DRILLING CORPORATION
	HODGES HOLDING COMPANY, INC.
	HODGES OILFIELD COMPANY
	HODGES TRUCKING COMPANY
	NOMAC 100 CORP.
	W.W. REALTY, INC.
	
	CHESAPEAKE OPERATING, INC.,
	On behalf of itself and, as general partner, the following limited partnerships:
	
	CHESAPEAKE EXPLORATION LIMITED
	            PARTNERSHIP
	CHESAPEAKE LOUISIANA, L.P.
	CHESAPEAKE SIGMA, 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:
	
	CHESAPEAKE APPALACHIA, L.L.C.
	HAWG HAULING & DISPOSAL, L.L.C.
	CARMEN ACQUISITION, L.L.C.
	CHESAPEAKE ACQUISITION, L.L.C.
	CHESAPEAKE LAND COMPANY, L.L.C.
	CHESAPEAKE ORC, L.L.C.


  

 - 4 - 









			
	 CHESAPEAKE ROYALTY, L.L.C.
 GOTHIC PRODUCTION, L.L.C.
 MC MINERAL COMPANY, L.L.C.
 MAYFIELD PROCESSING, L.L.C.
  
 TRUSTEE:
  
 THE BANK OF NEW YORK TRUST COMPANY,
 N.A., as Trustee






		
	By:	 	 /s/ Linda Garcia

		
	Name:	 	Linda Garcia
		
	Title:	 	Assistant Vice President


  

 - 5 -