Expand Energy (EXE) 10-K 2003 FY Annual report

Ex. 4.5.1

CHESAPEAKE ENERGY CORPORATION

and

the Subsidiary Guarantors named herein

9% SENIOR NOTES DUE 2012

FOURTH SUPPLEMENTAL INDENTURE

DATED AS OF March 5, 2004

THE BANK OF NEW YORK

as Trustee

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 5, 2004, 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, as Trustee.

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors a party thereto and the Trustee entered into an Indenture, dated as of August 12, 2002, as supplemented prior to the date hereof (the “Indenture”), pursuant to which the Company has originally issued $250,000,000 in principal amount of 9% Senior Notes due 2012 (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 addition of any Subsidiary Guarantor, as provided for in the Indenture; and

WHEREAS, the Board of Directors of the Company has designated Chesapeake PRH Corp., Chesapeake Permian Acquisition, L.L.C., Chesapeake Permian, L.P. and Chesapeake Zapata, L.P. as Restricted Subsidiaries of the Company and desires to add such entities as Subsidiary Guarantors 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 Fourth 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 Fourth 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 Fourth 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. From this date, in accordance with Section 10.03 of the Indenture and by executing this Fourth Supplemental Indenture, Chesapeake PRH Corp., an Oklahoma corporation, Chesapeake Permian Acquisition, an Oklahoma limited liability company, Chesapeake Permian, L.P., an Oklahoma limited partnership, and Chesapeake Zapata, L.P., an Oklahoma limited partnership, are subject to the provisions of the Indenture as Subsidiary Guarantors to the extent provided for in Article Ten thereunder.

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 Fourth Supplemental Indenture. This Fourth 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 Company hereby notifies the Trustee that Chesapeake PRH Corp., Chesapeake Permian Acquisition, L.L.C., Chesapeake Permian, L.P. and Chesapeake Zapata, L.P. have each been designated by the Board of Directors of the Company as a Restricted Subsidiary (as that term is defined in the Indenture).

Section 3.04. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS FOURTH SUPPLEMENTAL INDENTURE.

Section 3.05. The parties may sign any number of copies of this Fourth 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 Fourth Supplemental Indenture to be duly executed, all as of the date first written above.

COMPANY: CHESAPEAKE ENERGY CORPORATION
By	/s/    AUBREY K. MCCLENDON
Name:	Aubrey K. McClendon
Title:	Chief Executive Officer
SUBSIDIARY GUARANTORS: CHESAPEAKE SOUTH TEXAS CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE EP CORPORATION CHESAPEAKE OPERATING, INC. NOMAC DRILLING CORPORATION CARMEN ACQUISITION, L.L.C. CHESAPEAKE ACQUISITION, L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE FOCUS, L.L.C. CHESAPEAKE KNAN ACQUISITION, L.L.C. CHESAPEAKE MOUNTAIN FRONT, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC ENERGY, L.L.C. GOTHIC PRODUCTION, L.L.C. SAP ACQUISITION, L.L.C. THE AMES COMPANY, L.L.C. MC MINERAL COMPANY, L.L.C. JOHN C. OXLEY, L.L.C. OXLEY PETROLEUM CO. CHESAPEAKE PRH CORP. CHESAPEAKE PERMIAN ACQUISITION, L.L.C.
By	/s/    AUBREY K. MCCLENDON
Name:	Aubrey K. McClendon
Title:	Chief Executive Officer

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CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, L.P. CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE ZAPATA, L.P.
By:   Chesapeake Operating, Inc. as general partner of each representative entity
By	/s/    AUBREY K. MCCLENDON
Name:	Aubrey K. McClendon
Title:	Chief Executive Officer

TRUSTEE: THE BANK OF NEW YORK, as Trustee
By	/s/    LOUIS P. YOUNG
Name:	Louis P. Young
Title:	Vice President

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