Eleventh Supplemental Indenture



 Exhibit 4.3.1 

 CHESAPEAKE ENERGY CORPORATION 
 and

 the Subsidiary Guarantors named herein 
 7.75% SENIOR NOTES DUE 2015 
  

 ELEVENTH SUPPLEMENTAL INDENTURE 
 DATED AS OF MAY 8, 2006 
  

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








 THIS ELEVENTH 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 December 20, 2002, as supplemented prior to the date hereof (the
“Indenture”), pursuant to which the Company has originally issued $150,000,000 in principal amount of 7.75% Senior Notes due 2015 (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 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 10.02 and 10.04 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 Eleventh 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 Eleventh 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 Eleventh Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee. 
  

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 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 10.04 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 Eleventh Supplemental Indenture. This Eleventh 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 ELEVENTH SUPPLEMENTAL INDENTURE.

 Section 3.04. The parties may sign any number of copies of this Eleventh 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 Eleventh 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.
	CHESAPEAKE ROYALTY, L.L.C.


  

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	 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


  

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