Indenture

On December 20, 2016, Chesapeake Energy Corporation (the Company)
and certain subsidiary guarantors named therein (collectively,
the Guarantors) entered into a sixth supplemental indenture (the
Supplemental Indenture) to an Indenture dated as of April 24,
2014 (the Base Indenture and, together with the Supplemental
Indenture, the Indenture), each among the Company, the Guarantors
and Deutsche Bank Trust Company Americas, as trustee (the
Trustee), under which the Company issued $1.0 billion aggregate
principal amount of 8.00% Senior Notes due 2025 (the Notes) in a
private placement (the Private Placement) conducted to Rule 144A
and Regulation S under the Securities Act of 1933, as amended
(the Securities Act).

The Notes will initially be guaranteed on a senior, unsecured
basis by all of the Companys subsidiaries that guarantee its
revolving credit facility, secured term loan and senior secured
second lien notes. In the future, the guarantees may be released
and terminated under certain circumstances.

The Notes bear interest at a rate of 8.00% per year, payable
semi-annually in arrears on each January 15 and July 15 of each
year, beginning on July 15, 2017. The Notes will mature on
January 15, 2025. The Company may redeem some or all of the Notes
at any time prior to January 15, 2020 at a price equal to 50% of
the principal amount of the Notes to be redeemed plus a
make-whole premium. At any time prior to January 15, 2020, the
Company also may redeem up to 35% of the aggregate principal
amount of the Notes with an amount of cash not greater than the
net cash proceeds of certain equity offerings at a redemption
price of 108% of the principal amount of the Notes, if at least
65% of the aggregate principal amount of the Notes issued under
the Indenture remains outstanding immediately after such
redemption and the redemption occurs within 180 days after the
closing date of such equity offering. In addition, the Company
may redeem some or all of the Notes at any time on or after
January 15, 2020 at the redemption prices set forth in the
Supplemental Indenture. In connection with any redemption, the
Company will also pay any accrued and unpaid interest to, but not
including, the redemption date. If the Company or certain of its
subsidiaries enter into certain sale-leaseback transactions and
do not reinvest the proceeds or repay certain senior debt, the
Company must offer to repurchase the Notes.

The Indenture contains customary events of default. If an event
of default occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the outstanding Notes may
declare 50% of the principal of and accrued and unpaid interest,
if any, on all the Notes to be due and payable. In case of
certain events of bankruptcy, insolvency or reorganization
involving the Company, 50% of the principal of and accrued and
unpaid interest on the Notes will automatically become due and
payable. Upon such a declaration of acceleration, such principal
and accrued and unpaid interest, if any, will be due and payable
immediately.

The foregoing description of the Base Indenture, the Supplemental
Indenture and the Notes does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Base Indenture, the Supplemental Indenture and the form of Note,
copies of which are filed as Exhibits 4.1, 4.2 and 4.3 hereto,
respectively.

Registration Rights Agreement

In connection with the issuance of the Notes, the Company and
Deutsche Bank Securities Inc., for itself and on behalf of the
several initial purchasers of the Notes, entered into a
Registration Rights Agreement, dated as of December 20, 2016 (the
Registration Rights Agreement), which will give holders of the
Notes certain exchange and registration rights with respect to
the Notes. to the Registration Rights Agreement, the Company and
the Guarantors have agreed to use commercially reasonable efforts
to file an exchange offer registration statement with the
Securities and Exchange Commission and to have the registration
statement declared effective and to complete an exchange offer on
or prior to June 13, 2018. Further, under certain circumstances,
in lieu of, or in addition to, a registered exchange offer, the
Company and the Guarantors are required to use commercially
reasonable efforts to cause to become effective a shelf

registration statement relating to the resale of the Notes. The
Company and the Guarantors are required to pay additional
interest if they fail to comply with their obligations to
register the Notes within the specified time periods.

The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Registration Rights
Agreement, a copy of which is filed as Exhibit 4.4 hereto.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this report is
incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

Tender Offers

The Company also announced that, as a result of the consummation
of the Private Placement, the Financing Condition (as defined in
the Offer to Purchase, dated December 6, 2016) with respect to
the Companys cash tender offers to purchase up to $1,200,000,000
aggregate purchase price, exclusive of accrued interest, of its
outstanding 6.5% Senior Notes due 2017, 7.25% Senior Notes due
2018, Floating Rate Senior Notes due 2019, 6.625% Senior Notes
due 2020, 6.875% Senior Notes due 2020, 6.125% Senior Notes due
2021, 5.375% Senior Notes due 2021, 4.875% Senior Notes due 2022,
8.00% Senior Secured Second Lien Notes due 2022 and 5.75% Senior
Notes due 2023 has been satisfied.

Item 9.01 Financial Statements and Exhibits.