Indenture

On June 6, 2017, Chesapeake Energy Corporation (the Company) and
certain subsidiary guarantors named therein (collectively, the
Guarantors) entered into a seventh 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 $750,000,000 aggregate
principal amount of 8.00% Senior Notes due 2027 (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, senior secured
second lien notes and other unsecured 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 June 15 and December 15 of each
year, beginning on December 15, 2017. The Notes will mature on
June 15, 2027. The Company may redeem some or all of the Notes at
any time prior to June 15, 2022 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 June 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 108.00% 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 June 15, 2022 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 the unpaid principal of, and any premium and accrued and
unpaid interest, on all the Notes then outstanding to be due and
payable. In case of certain events of bankruptcy, insolvency or
reorganization involving the Company or the Guarantors, all 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
Citigroup Global Markets Inc., for itself and on behalf of the
several initial purchasers of the Notes, entered into a
Registration Rights Agreement, dated as of June 6, 2017 (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 November 28, 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 7.01 Regulation FD Disclosure.

As a result of the consummation of the Private Placement, the
financing condition described in the Offer to Purchase dated May
22, 2017 and related Letter of Transmittal with respect to the
Companys cash tender offers was satisfied on June 6, 2017.

Item 9.01 Financial Statements and Exhibits.

(d)>Exhibits.