S-4

     As filed with the Securities and Exchange Commission on April 9, 2003
                                                  Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM S-4
                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                               -----------------

                        CHESAPEAKE ENERGY CORPORATION*
            (exact name of registrant as specified in its charter)

                                                       
           Oklahoma                         1311                          73-1395733
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization)  Classification Code Number)



             6100 North Western Avenue     Aubrey K. McClendon
              Oklahoma City, Oklahoma   Chairman of the Board and
                       73118             Chief Executive Officer
                  (405) 848-8000        6100 North Western Avenue
              (Address, Including Zip    Oklahoma City, Oklahoma
                       Code,                      73118
               and Telephone Number,         (405) 848-8000
               Including Area Code,
             of Registrant's Principal
                Executive Offices)
                                        (Name, Address, Including
                                                Zip Code,
                                          and Telephone Number,
                                                Including
                                         Area Code, of Agent for
                                                Service)

                               -----------------
                                   Copy to:
                             James M. Prince, Esq.
                            Vinson & Elkins L.L.P.
                             2300 First City Tower
                              1001 Fannin Street
                           Houston, Texas 77002-6760
                                 713-758-3710
                              713-615-5962 (fax)

                               -----------------

   Approximate date of commencement of proposed sale to the public:  As soon as
practicable after the effective date of this Registration Statement.

                               -----------------

   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]

   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

                        CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------


- -----------------------------------------------------------------------------------------------------
                                                 Proposed Maximum  Proposed Maximum
      Title of Each Class of        Amount to be  Offering Price  Aggregate Offering    Amount of
    Securities to be Registered      Registered    Per Note(1)         Price(1)      Registration Fee
- -----------------------------------------------------------------------------------------------------
                                                                         
7.50% Senior Notes due 2013........ $300,000,000       100%          $300,000,000        $24,270
- -----------------------------------------------------------------------------------------------------
Guarantees by certain of Chesapeake
  Energy Corporation's subsidiaries           --        --                     --            -- (2)
- -----------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(f) under the Securities Act of 1933.
(2) Pursuant to Rule 457(n) no separate fee for the guarantees is payable
    because the guarantees relate to other securities that are being registered
    concurrently.
*  Includes certain subsidiaries of Chesapeake Energy Corporation identified on
   the following pages.



                           The Ames Company, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1470082
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                          Carmen Acquisition, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1604860
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                        Chesapeake Acquisition, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1528271
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                    Chesapeake Energy Louisiana Corporation
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1524569
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                           Chesapeake EP Corporation
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          48-1270813
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                  Chesapeake Exploration Limited Partnership
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1384282
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                          Chesapeake Louisiana, L.P.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1519126
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                          Chesapeake Operating, Inc.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1343196
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                   Chesapeake Panhandle Limited Partnership
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1565350
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                          Chesapeake Royalty, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1549744
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                             Gothic Energy, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          22-2663839
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                           Gothic Production, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1539475
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)





                          Nomac Drilling Corporation
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1606317
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                       Chesapeake Mountain Front, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1238619
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                            Chesapeake ORC, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          71-0934234
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                            Sap Acquisition, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1622555
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                     Chesapeake-Staghorn Acquisition L.P.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1612854
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                      Chesapeake KNAN Acquisition, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          73-1300132
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                      Chesapeake ENO Acquisition, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          82-0553595
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                            Chesapeake Delta Corp.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          41-2050649
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                           Chesapeake Focus, L.L.C.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          33-1021135
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



                            Chesapeake Sigma, L.P.
            (Exact Name of Registrant As Specified In Its Charter)

                                                            
                           Oklahoma                                          27-0029884
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



   Each Registrant hereby amends this Registration Statement on such dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

================================================================================



                  SUBJECT TO COMPLETION, DATED APRIL 9, 2003.


PROSPECTUS

                         Chesapeake Energy Corporation

                            Offer to Exchange up to
                  $300,000,000 of 7.50% Senior Notes due 2013

                                      for

                  $300,000,000 of 7.5% Senior Notes due 2013
          that have been Registered under the Securities Act of 1933

                          Terms of the Exchange Offer

..  We are offering to exchange up to $300,000,000 of our outstanding 7.50%
   Senior Notes due 2013 for new notes with substantially identical terms that
   have been registered under the Securities Act and are freely tradable.

..  We will exchange all outstanding notes that you validly tender and do not
   validly withdraw before the exchange offer expires for an equal principal
   amount of new notes.
..  The exchange offer expires at 5:00 p.m., New York City time, on       ,
   2003, unless extended. We do not currently intend to extend the exchange
   offer.

..  Tenders of outstanding notes may be withdrawn at any time prior to the
   expiration of the exchange offer.

..  The exchange of outstanding notes for new notes will not be a taxable event
   for U.S. federal income tax purposes.


       Terms of the New 7.5% Senior Notes Offered in the Exchange Offer

Maturity
..  The new notes will mature on September 15, 2013.

Interest
..  Interest on the new notes is payable on March 15 and September 15 of each
   year, beginning September 15, 2003.
..  Interest will accrue from March 5, 2003.

Redemption
..  We may redeem some or all of the new notes at any time on or after September
   15, 2008 at redemption prices listed in "Description of the New
   Notes--Optional Redemption," and we may redeem some or all of the notes
   before that date by the payment of a make-whole premium.
..  Subject to certain limitations, we may also redeem up to 35% of the new
   notes using the proceeds of certain equity offerings completed before
   September 15, 2006.

Change of Control
..  If we experience a change of control, subject to certain conditions, we must
   offer to purchase the new notes.

Ranking
..  The new notes are unsecured. The new notes rank equally in right of payment
   with all of our other existing and future senior debt and senior in right of
   payment to all of our future subordinated debt.

                               -----------------

    PLEASE READ "RISK FACTORS" ON PAGE 6 FOR A DISCUSSION OF FACTORS YOU SHOULD
CONSIDER BEFORE PARTICIPATING IN THE EXCHANGE OFFER.

                               -----------------

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                               -----------------

              The date of this prospectus is              , 2003.



   This prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. In making your investment decision, you
should rely only on the information contained in this prospectus and in the
accompanying letter of transmittal. We have not authorized anyone to provide
you with any other information. If you receive any unauthorized information,
you must not rely on it. We are not making an offer to sell these securities in
any state where the offer is not permitted. You should not assume that the
information contained in this prospectus, or the documents incorporated by
reference into this prospectus, is accurate as of any date other than the date
on the front cover of this prospectus or the date of such document, as the case
may be.

                               -----------------

                               TABLE OF CONTENTS

                                 
                  PROSPECTUS SUMMARY.................       1
                  RISK FACTORS.......................       6
                  EXCHANGE OFFER.....................      15
                  RATIOS OF EARNINGS TO FIXED CHARGES      22
                  USE OF PROCEEDS....................      23
                  DESCRIPTION OF THE NEW NOTES.......      24
                  FEDERAL INCOME TAX CONSIDERATIONS..      56
                  PLAN OF DISTRIBUTION...............      56
                  LEGAL MATTERS......................      57
                  EXPERTS............................      57
                  WHERE YOU CAN FIND MORE INFORMATION      57
                  LETTER OF TRANSMITTAL.............. ANNEX A

                  

                               -----------------


                                       i



                              PROSPECTUS SUMMARY

   This summary may not contain all the information that may be important to
you. You should read this entire prospectus and the documents we have
incorporated into this prospectus by reference before making an investment
decision. You should carefully consider the information set forth under "Risk
Factors." In addition, certain statements include forward-looking information
which involves risks and uncertainties. Please read "Forward-Looking
Statements." Unless this prospectus otherwise indicates or the context
otherwise requires, the terms "we," "our," "us" "Chesapeake" or the "Company"
as used in this prospectus refer to Chesapeake Energy Corporation and its
subsidiaries.

                                  The Company

   We are among the ten largest independent natural gas producers in the United
States, owning interests in approximately 13,400 producing oil and gas wells
(which includes the approximately 1,900 wells we recently acquired from ONEOK
and the approximately 800 wells we recently acquired from the El Paso
Corporation and Vintage Petroleum, Inc.). We estimate that our proved reserves
were approximately 2.75 trillion cubic feet of gas equivalent as of December
31, 2002, pro forma for the recently completed ONEOK, El Paso and Vintage
acquisitions. Approximately 91% of our pro forma proved reserves are natural
gas and 89% of our pro forma proved reserves are located in the Mid-Continent
region of the United States, which includes Oklahoma, western Arkansas,
southwestern Kansas and the Texas Panhandle. We have smaller operations in the
Deep Giddings field in Texas, the Tuscaloosa Trend in Louisiana, the Permian
Basin region of southeastern New Mexico and the Williston Basin of North Dakota
and Montana.

   Our executive offices are located at 6100 North Western Avenue, Oklahoma
City, Oklahoma 73118, and our telephone number is (405) 848-8000.

                              The Exchange Offer

   On March 5, 2003, we completed a private offering of the outstanding notes.
As part of the private offering, we entered into a registration rights
agreement with the initial purchasers of the outstanding notes in which we
agreed, among other things, to deliver this prospectus to you and to use our
best efforts to complete the exchange offer within 240 days after the date we
issued the outstanding notes. The following is a summary of the exchange offer.

Exchange Offer..............  We are offering to exchange new notes for
                              outstanding notes.

Expiration Date.............  The exchange offer will expire at 5:00 p.m. New
                              York City time, on                     , 2003,
                              unless we decide to extend it.

Condition to the Exchange     The registration rights agreement does not
  Offer.....................  require us to accept outstanding notes for
                              exchange if the exchange offer or the making of
                              any exchange by a holder of the outstanding notes
                              would violate any applicable law or
                              interpretation of the staff of the SEC. A minimum
                              aggregate principal amount of outstanding notes
                              being tendered is not a condition to the exchange
                              offer.

Procedures for Tendering
  Outstanding Notes.........  To participate in the exchange offer, you must
                              follow the procedures established by The
                              Depository Trust Company, which we call "DTC,"

                                      1



                              for tendering notes held in book-entry form.
                              These procedures, which we call "ATOP," require
                              that the exchange agent receive, prior to the
                              expiration date of the exchange offer, a computer
                              generated message known as an "agent's message"
                              that is transmitted through DTC's automated
                              tender offer program and that DTC confirm that:

                             .  DTC has received your instructions to exchange
                                your notes; and
                             .  you agree to be bound by the terms of the
                                letter of transmittal

                              For more details, please refer to the sections of
                              this prospectus entitled "Exchange Offer--Terms
                              of the Exchange Offer" and
                              "--Procedures for Tendering."

Guaranteed Delivery           None.
  Procedures................

Withdrawal of Tenders.......  You may withdraw your tender of outstanding notes
                              at any time prior to the expiration date. To
                              withdraw, you must submit a notice of withdrawal
                              to exchange agent using ATOP procedures before
                              5:00 p.m. New York City time on the expiration
                              date of the exchange offer. Please read "Exchange
                              Offer--Withdrawal of Tenders."

Acceptance of Outstanding
  Notes and Delivery of New
  Notes.....................  If you fulfill all conditions required for proper
                              acceptance of outstanding notes, we will accept
                              any and all outstanding notes that you properly
                              tender in the exchange offer on or before 5:00
                              p.m. New York City time on the expiration date.
                              We will return any outstanding note that we do
                              not accept for exchange to you without expense as
                              promptly as practicable after the expiration
                              date. We will deliver the new notes as promptly
                              as practicable after the expiration date and
                              acceptance of the outstanding notes for exchange.
                              Please refer to the section in this prospectus
                              entitled "Exchange Offer--Terms of the Exchange
                              Offer."

Fees and Expenses...........  We will bear all expenses related to the exchange
                              offer. Please refer to the section in this
                              prospectus entitled "Exchange Offer--Fees and
                              Expenses."

Use of Proceeds.............  The issuance of the new notes will not provide us
                              with any new proceeds. We are making this
                              exchange offer solely to satisfy our obligations
                              under our registration rights agreement.

Consequences of Failure to
  Exchange Outstanding Notes  If you do not exchange your outstanding notes in
                              this exchange offer, you will no longer be able
                              to require us to register the outstanding notes
                              under the Securities Act except in the limited
                              circumstances provided under our registration
                              rights agreement. In addition, you will not be
                              able to resell, offer to resell or otherwise
                              transfer the outstanding notes unless we have
                              registered the outstanding notes under the
                              Securities Act, or unless you resell, offer to
                              resell or otherwise transfer them under an
                              exemption from the registration requirements of,
                              or in a transaction not subject to, the
                              Securities Act.

                                      2



U.S. Federal Income Tax
  Considerations............  The exchange of new notes for outstanding notes
                              in the exchange offer should not be a taxable
                              event for U.S. federal income tax purposes.
                              Please read "Federal Income Tax Considerations."

Exchange Agent..............  We have appointed The Bank of New York as
                              exchange agent for the exchange offer. You should
                              direct questions and requests for assistance and
                              requests for additional copies of this prospectus
                              (including the letter of transmittal) to the
                              exchange agent addressed as follows: The Bank of
                              New York, Corporate Trust Operations,
                              Reorganization Unit, 101 Barclay Street--7 East,
                              New York, New York, 10286. Eligible institutions
                              may make requests by facsimile at (212) 298-1915.

                                      3



                            Terms of the New Notes

   The new notes will be identical to the outstanding notes except that the new
notes are registered under the Securities Act and will not have restrictions on
transfer, registration rights or provisions for additional interest and will
contain different administrative terms. The new notes will evidence the same
debt as the outstanding notes, and the same indenture will govern the new notes
and the outstanding notes.

   The following summary contains basic information about the new notes and is
not intended to be complete. It does not contain all the information that is
important to you. For a more complete understanding of the new notes, please
refer to the section of this prospectus entitled "Description of the New Notes."

Issuer......................  Chesapeake Energy Corporation.

Notes Offered...............  $300,000,000 in aggregate principal amount of
                              7.50% Senior Notes due 2013.

Maturity....................  September 15, 2013.

Interest on the New Notes...  7.50% annually.

Interest Payment Dates......  March 15 and September 15 of each year,
                              commencing on September 15, 2003.

Sinking Fund................  None.

Optional Redemption.........  On or after September 15, 2008, we may redeem
                              some or all of the notes at the redemption prices
                              listed in the "Description of the New
                              Notes--Optional Redemption" section of this
                              prospectus, plus accrued but unpaid interest to
                              the date of redemption.

                              Until September 15, 2006, we may choose to redeem
                              up to 35% of the original principal amount of the
                              notes (and any additional notes of the same
                              series that we may issue later) with money we
                              raise in certain equity offerings, as long as:

                             .  we pay the holders of notes (and any such
                                additional notes) redeemed a redemption price
                                of 107.50% of the principal amount of the notes
                                (and any such additional notes) we redeem, plus
                                accrued but unpaid interest to the date of
                                redemption; and

                             .  at least 65% of the original aggregate
                                principal amount of the notes (and any
                                additional notes) remains outstanding after
                                such redemption.

                              In addition to the foregoing, we may redeem some
                              or all of the notes prior to September 15, 2008
                              by the payment of a make-whole premium described
                              in the "Description of the New Notes--Optional
                              Redemption" section of this prospectus.

Change of Control...........  If a Change of Control of our company occurs,
                              subject to certain conditions, we must give
                              holders of the new notes an opportunity to

                                      4



                              sell us their notes at a purchase price of 101%
                              of the principal amount of the new notes, plus
                              accrued but unpaid interest to the date of
                              purchase. The term "Change of Control" is defined
                              in the "Description of the New Notes--Certain
                              Definitions" section of this prospectus.

Guarantees..................  The new notes will be unconditionally guaranteed,
                              jointly and severally, by each of our existing
                              and future restricted subsidiaries. All of our
                              existing subsidiaries other than Chesapeake
                              Energy Marketing, Inc. are restricted
                              subsidiaries.

Ranking.....................  The new notes will be unsecured and will rank
                              equally in right of payment to all of our
                              existing and future senior indebtedness. The new
                              notes will rank senior in right of payment to all
                              of our future subordinated indebtedness. Please
                              read "Description of the New Notes--Ranking."

Restrictive Covenants.......  The indenture governing the notes contains, among
                              other things, limitations on our ability and the
                              ability of our restricted subsidiaries to:

                             .  incur additional indebtedness;

                             .  pay dividends on our capital stock or redeem,
                                repurchase or retire our capital stock or
                                subordinated indebtedness;

                             .  make investments and other restricted payments;

                             .  create restrictions on the payment of dividends
                                or other amounts to us from our restricted
                                subsidiaries;

                             .  incur liens;

                             .  engage in transactions with affiliates;

                             .  sell assets; and

                             .  consolidate, merge or transfer assets.

                              All of these limitations are subject to a number
                              of important exceptions and qualifications, which
                              are described in the "Description of the New
                              Notes--Certain Covenants" section of this
                              prospectus.

Transfer Restrictions;
  Absence of a Public Market
  for the Notes.............  The new notes generally will be freely
                              transferable, but will also be new securities for
                              which there will not initially be a market. There
                              can be no assurance as to the development or
                              liquidity of any market for the new notes.

                                 Risk Factors

   Please read "Risk Factors," beginning on page 6 of this prospectus, for a
discussion of certain factors that you should consider before participating in
the exchange offer.

                                      5



                                 RISK FACTORS

   In addition to the other information set forth elsewhere or incorporated by
reference in this prospectus, the following factors relating to our company and
the exchange offer and the new notes should be considered carefully in deciding
whether to participate in the exchange offer.

Risks Related to Our Business

   Oil and gas prices are volatile. A decline in prices could adversely affect
our financial results, cash flows, access to capital and ability to grow.

   Our revenues, operating results, profitability, future rate of growth and
the carrying value of our oil and gas properties depend primarily upon the
prices we receive for our oil and gas. Prices also affect the amount of cash
flow available for capital expenditures and our ability to borrow money or
raise additional capital. The amount we can borrow from banks is subject to
periodic redeterminations based on prices specified by our bank group at the
time of redetermination. In addition, we may have ceiling test writedowns in
the future if prices fall significantly.

   Historically, the markets for oil and gas have been volatile and they are
likely to continue to be volatile. Wide fluctuations in oil and gas prices may
result from relatively minor changes in the supply of and demand for oil and
natural gas, market uncertainty and other factors that are beyond our control,
including:

  .   worldwide and domestic supplies of oil and gas;

  .   weather conditions;

  .   the level of consumer demand;

  .   the price and availability of alternative fuels;

  .   risks associated with owning and operating drilling rigs;

  .   the availability of pipeline capacity;

  .   the price and level of foreign imports;

  .   domestic and foreign governmental regulations and taxes;

  .   the ability of the members of the Organization of Petroleum Exporting
      Countries to agree to and maintain oil price and production controls;

  .   political instability or armed conflict in oil-producing regions; and

  .   the overall economic environment.

   These factors and the volatility of the energy markets make it extremely
difficult to predict future oil and gas price movements with any certainty.
Declines in oil and gas prices would not only reduce revenue, but could reduce
the amount of oil and gas that we can produce economically and, as a result,
could have a material adverse effect on our financial condition, results of
operations and reserves. Further, oil and gas prices do not necessarily move in
tandem. Because approximately 91% of our proved reserves are currently natural
gas reserves, we are more affected by movements in natural gas prices.

                                      6



   Our level of indebtedness and preferred stock may adversely affect
operations and limit our growth, and we may have difficulty making debt service
and preferred stock dividend payments on our indebtedness, including the new
notes and our preferred stock as such payments become due.

   As of March 31, 2003, we had $1.98 billion in aggregate principal amount of
long-term indebtedness outstanding, none of which was secured indebtedness,
plus preferred stock outstanding having an aggregate liquidation preference of
$379.9 million. Our long-term indebtedness represented 65% of our total book
capitalization at December 31, 2002. We will continue to be highly leveraged
after the exchange offer.

   Our level of indebtedness affects our operations in several ways, including
the following:

  .   a significant portion of our cash flows must be used to service our
      indebtedness and we cannot assure you that our business will generate
      sufficient cash flows from operations to enable us to continue to meet
      our obligations under our indebtedness and our stated dividends on our
      preferred stock;

  .   a high level of debt increases our vulnerability to general adverse
      economic and industry conditions;

  .   the covenants contained in the agreements governing our outstanding
      indebtedness limit our ability to borrow additional funds, dispose of
      assets, pay dividends and make certain investments;

  .   our debt covenants may also affect our flexibility in planning for, and
      reacting to, changes in the economy and in our industry and the rights
      and preferences applicable to our preferred stock may limit our ability
      to pay dividends on our common stock; and

  .   a high level of debt and preferred stock may impair our ability to obtain
      additional financing in the future for working capital, capital
      expenditures, acquisitions, general corporate or other purposes.

   We may incur additional debt, including significant secured indebtedness, or
issue additional series of preferred stock, in order to make future
acquisitions or to develop our properties. A higher level of indebtedness
increases the risk that we may default on our debt obligations, including the
new notes. Our ability to meet our debt obligations and to reduce our level of
indebtedness depends on our future performance. General economic conditions,
oil and gas prices and financial, business and other factors affect our
operations and our future performance. Many of these factors are beyond our
control. We may not be able to generate sufficient cash flow to pay the
interest on our debt, and future working capital, borrowings or equity
financing may not be available to pay or refinance such debt. Factors that will
affect our ability to raise cash through an offering of our capital stock or a
refinancing of our debt include financial market conditions, the value of our
assets and our performance at the time we need capital.

   In addition, our bank borrowing base is subject to periodic
redeterminations. We could be forced to repay a portion of our bank borrowings
due to redeterminations of our borrowing base. If we are forced to do so, we
may not have sufficient funds to make such repayments. If we do not have
sufficient funds and are otherwise unable to negotiate renewals of our
borrowings or arrange new financing, we may have to sell significant assets.
Any such sale could have a material adverse effect on our business and
financial results.

   Our industry is extremely competitive.

   The energy industry is extremely competitive. This is especially true with
regard to exploration for, and development and production of, new sources of
oil and natural gas. As an independent producer of oil and natural gas, we
frequently compete against companies that are larger and financially stronger
in acquiring properties suitable for exploration, in contracting for drilling
equipment and other services and in securing trained personnel.

                                      7



   Our commodity price risk management activities may reduce the realized
prices received for our oil and gas sales.

   In order to manage our exposure to price volatility in marketing our oil and
gas, we enter into oil and gas price risk management arrangements for a portion
of our expected production. These transactions are limited in life. While
intended to reduce the effects of volatile oil and gas prices, commodity price
risk management transactions may limit the prices we actually realize and we
may experience reductions in oil and gas revenues from our commodity price risk
management activities in the future. In addition, our commodity price risk
management transactions may expose us to the risk of financial loss in certain
circumstances, including instances in which:

  .   our production is less than expected;

  .   there is a widening of price differentials between delivery points for
      our production and the delivery point assumed in the hedge arrangement; or

  .   the counterparties to our contracts fail to perform under the contracts.

   Some of our commodity price and interest rate risk management arrangements
require us to deliver cash collateral or other assurances of performance to the
counterparties in the event that our payment obligations with respect to our
risk management transactions exceed certain levels. As of March 31, 2003, we
were required to post $14.5 million of collateral with one of our
counterparties through letters of credit issued under our bank credit facility.
Future collateral requirements are uncertain and will depend on arrangements
with our counterparties and highly volatile natural gas and oil prices.

   Estimates of oil and gas reserves are uncertain and inherently imprecise.

   This prospectus and the documents incorporated by reference in this
prospectus contain estimates of our proved reserves and the estimated future
net revenues from our proved reserves as well as estimates relating to our
recent acquisitions. These estimates are based upon various assumptions,
including assumptions required by the SEC relating to oil and gas prices,
drilling and operating expenses, capital expenditures, taxes and availability
of funds. The process of estimating oil and gas reserves is complex. The
process involves significant decisions and assumptions in the evaluation of
available geological, geophysical, engineering and economic data for each
reservoir. Therefore, these estimates are inherently imprecise.

   Actual future production, oil and gas prices, revenues, taxes, development
expenditures, operating expenses and quantities of recoverable oil and gas
reserves most likely will vary from these estimates. Such variations may be
significant and could materially affect the estimated quantities and present
value of our proved reserves. In addition, we may adjust estimates of proved
reserves to reflect production history, results of exploration and development
drilling, prevailing oil and gas prices and other factors, many of which are
beyond our control. Our properties may also be susceptible to hydrocarbon
drainage from production by operators on adjacent properties.

   At December 31, 2002 approximately 26% by volume of our estimated proved
reserves were undeveloped. Recovery of undeveloped reserves requires
significant capital expenditures and successful drilling operations. The
estimates of these reserves include the assumption that we will make
significant capital expenditures to develop the reserves, including $248
million in 2003. Although we have prepared estimates of our oil and gas
reserves and the costs associated with these reserves in accordance with
industry standards, the estimated costs may not be accurate, development may
not occur as scheduled and results may not be as estimated.

   You should not assume that the present values referred to in the documents
incorporated by reference in this prospectus represent the current market value
of our estimated oil and gas reserves. In accordance with SEC requirements, the
estimates of our present values are based on prices and costs as of the date of
the estimates. The December 31, 2002 present value is based on weighted average
oil and gas prices of $30.18 per barrel of oil and $4.28 per mcf of natural
gas. Actual future prices and costs may be materially higher or lower than the
prices and costs as of the date of an estimate.

                                      8



   Any changes in consumption by oil and gas purchasers or in governmental
regulations or taxation will also affect actual future net cash flows.

   The timing of both the production and the expenses from the development and
production of oil and gas properties will affect both the timing of actual
future net cash flows from our proved reserves and their present value. In
addition, the 10% discount factor, which is required by the SEC to be used in
calculating discounted future net cash flows for reporting purposes, is not
necessarily the most accurate discount factor. The effective interest rate at
various times and the risks associated with our business or the oil and gas
industry in general will affect the accuracy of the 10% discount factor.

   If we do not make significant capital expenditures, we may not be able to
replace reserves.

   Our exploration, development and acquisition activities require substantial
capital expenditures. Historically, we have funded our capital expenditures
through a combination of cash flows from operations, our bank credit facility
and debt and equity issuances. Future cash flows are subject to a number of
variables, such as the level of production from existing wells, prices of oil
and gas, and our success in developing and producing new reserves. If revenue
were to decrease as a result of lower oil and gas prices or decreased
production, and our access to capital were limited, we would have a reduced
ability to replace our reserves. If our cash flow from operations is not
sufficient to fund our capital expenditure budget, there can be no assurance
that additional bank debt, debt or equity issuances or other methods of
financing will be available to meet these requirements.

   Our recent reserve estimates have not been reviewed by independent petroleum
engineers.

   Our estimates of proved reserves attributed to our ONEOK, El Paso and
Vintage acquisitions included or incorporated by reference in this prospectus
have not been reviewed or reported on by independent petroleum engineers. These
estimates were prepared by our own engineers and professionals using criteria
otherwise in compliance with SEC rules. Furthermore, our internal reserve
estimates for the El Paso and Vintage acquisitions are based upon data
available to us, which may not be as complete as data available on our other
properties. Oil and gas pricing can affect estimates of quantities of proved
reserves due to the impact of pricing on ultimate economic recovery. Estimates
prepared by independent engineers might be different than our internal
estimates.

   If we are not able to replace reserves, we may not be able to sustain
production.

   Our future success depends largely upon our ability to find, develop or
acquire additional oil and gas reserves that are economically recoverable.
Unless we replace the reserves we produce through successful development,
exploration or acquisition, our proved reserves will decline over time. In
addition, approximately 26% by volume of our total estimated proved reserves at
December 31, 2002 were undeveloped. By their nature, undeveloped reserves are
less certain. Recovery of such reserves will require significant capital
expenditures and successful drilling operations. We cannot assure you that we
can successfully find and produce reserves economically in the future. In
addition, we may not be able to acquire proved reserves at acceptable costs.

   Acquisitions are subject to the uncertainties of evaluating recoverable
reserves and potential liabilities.

   Our recent growth is due in part to acquisitions of exploration and
production companies and producing properties. We expect acquisitions will also
contribute to our future growth. Successful acquisitions require an assessment
of a number of factors, many of which are beyond our control. These factors
include recoverable reserves, exploration potential, future oil and gas prices,
operating costs and potential environmental and other liabilities. Such
assessments are inexact and their accuracy is inherently uncertain. In
connection with our assessments, we perform a review of the acquired
properties, which we believe is generally consistent with industry practices.
However, such a review will not reveal all existing or potential problems. In
addition, our review may not permit us to become sufficiently familiar with the
properties to fully assess their deficiencies and capabilities. We do not
inspect every well. Even when we inspect a well, we do not always discover
structural,

                                      9



subsurface and environmental problems that may exist or arise. Our review prior
to signing a definitive purchase agreement may be even more limited. For
example, based on our knowledge of the properties and in exchange for
concessions in the negotiations for the El Paso acquisition, we elected to
forego most due diligence review including environmental site inspections prior
to signing a definitive agreement which contains limited remedies against the
seller.

   We are generally not entitled to contractual indemnification for preclosing
liabilities, including environmental liabilities, on acquisitions, including
our recent El Paso and Vintage acquisitions. Normally, we acquire interests in
properties on an "as is" basis with limited remedies for breaches of
representations and warranties. We could incur significant unknown liabilities,
including environmental liabilities, or experience losses due to title defects,
in our recent acquisitions for which we have limited or no contractual remedies
or insurance coverage.

   In addition, competition for producing oil and gas properties is intense and
many of our competitors have financial and other resources that are
substantially greater than those available to us. Therefore, we may not be able
to acquire oil and gas properties that contain economically recoverable
reserves or be able to complete such acquisitions on acceptable terms.

   Additionally, significant acquisitions can change the nature of our
operations and business depending upon the character of the acquired
properties, which may have substantially different operating and geological
characteristics or be in different geographic locations than our existing
properties. While it is our current intention to continue to concentrate on
acquiring properties with development and exploration potential located in the
Mid-Continent region, there can be no assurance that in the future we will not
decide to pursue acquisitions or properties located in other geographic
regions. To the extent that such acquired properties are substantially
different than our existing properties, our ability to efficiently realize the
economic benefits of such transactions may be limited.

   Future price declines may result in a write-down of our asset carrying
values.

   We utilize the full cost method of accounting for costs related to our oil
and gas properties. Under this method, all such costs (productive and
nonproductive) are capitalized and amortized on an aggregate basis over the
estimated lives of the properties using the units-of-production method. These
capitalized costs are subject to a ceiling test, however, which limits such
pooled costs to the aggregate of the present value of future net revenues
attributable to proved oil and gas reserves discounted at 10% plus the lower of
cost or market value of unproved properties. The full cost ceiling is evaluated
at the end of each quarter utilizing the prices for oil and gas at that date. A
significant decline in oil and gas prices from current levels, or other
factors, without other mitigating circumstances, could cause a future
write-down of capitalized costs and a non-cash charge against future earnings.

   Oil and gas drilling and producing operations are hazardous and expose us to
environmental liabilities.

   Oil and gas operations are subject to many risks, including well blowouts,
cratering and explosions, pipe failure, fires, formations with abnormal
pressures, uncontrollable flows of oil, natural gas, brine or well fluids, and
other environmental hazards and risks. Our drilling operations involve risks
from high pressures and from

                                      10



mechanical difficulties such as stuck pipes, collapsed casings and separated
cables. If any of these risks occurs, we could sustain substantial losses as a
result of:

  .   injury or loss of life;

  .   severe damage to or destruction of property, natural resources and
      equipment;

  .   pollution or other environmental damage;

  .   clean-up responsibilities;

  .   regulatory investigations and penalties; and

  .   suspension of operations.

   Our liability for environmental hazards includes those created either by the
previous owners of properties that we purchase or lease or by acquired
companies prior to the date we acquire them. In accordance with industry
practice, we maintain insurance against some, but not all, of the risks
described above. We cannot assure you that our insurance will be adequate to
cover casualty losses or liabilities. Also, we cannot predict the continued
availability of insurance at premium levels that justify its purchase.

   Exploration and development drilling may not result in commercially
productive reserves.

   We do not always encounter commercially productive reservoirs through our
drilling operations. The new wells we drill or participate in may not be
productive and we may not recover all or any portion of our investment in wells
we drill or participate in. The seismic data and other technologies we use do
not allow us to know conclusively prior to drilling a well that oil or gas is
present or may be produced economically. The cost of drilling, completing and
operating a well is often uncertain, and cost factors can adversely affect the
economics of a project. Our efforts will be unprofitable if we drill dry wells
or wells that are productive but do not produce enough reserves to return a
profit after drilling, operating and other costs. Further, our drilling
operations may be curtailed, delayed or canceled as a result of a variety of
factors, including:

  .   unexpected drilling conditions;

  .   title problems;

  .   pressure or irregularities in formations;

  .   equipment failures or accidents;

  .   adverse weather conditions;

  .   compliance with environmental and other governmental requirements; and

  .   cost of, or shortages or delays in the availability of, drilling rigs and
      equipment.

   The loss of key personnel could adversely affect our ability to operate.

   We depend, and will continue to depend in the foreseeable future, on the
services of our officers and key employees with extensive experience and
expertise in evaluating and analyzing producing oil and gas properties and
drilling prospects, maximizing production from oil and gas properties and
marketing oil and gas production. Our ability to retain our officers and key
employees is important to our continued success and growth. The unexpected loss
of the services of one or more of these individuals could have a detrimental
effect on our business.

   Lower oil and gas prices could negatively impact our ability to borrow.

   Our current bank credit facility limits our borrowings to a borrowing base
of $250 million as of the date of this prospectus. The borrowing base is
determined periodically at the discretion of a majority of the banks and is
based in part on oil and gas prices. Additionally, some of our indentures,
including the indenture under which the new notes will be issued, contain
covenants limiting our ability to incur indebtedness in addition to that
incurred under our bank credit facility. These indentures limit our ability to
incur additional indebtedness unless we meet

                                      11



one of two alternative tests. The first alternative is based on a percentage of
our adjusted consolidated net tangible assets, which is determined using
discounted future net revenues from proved oil and gas reserves as of the end
of each year. As of the date of this prospectus, we cannot incur additional
indebtedness under this first alternative of the debt incurrence test. The
second alternative is based on the ratio of our adjusted consolidated EBITDA
(as defined in the agreement) to our adjusted consolidated interest expense
over a trailing twelve-month period. As of the date of this prospectus, we are
permitted to incur significant additional indebtedness under this second
alternative of the debt incurrence test. Lower oil and gas prices in the future
could reduce our adjusted consolidated EBITDA (as defined in the agreement), as
well as our adjusted consolidated net tangible assets, and thus could reduce
our ability to incur additional indebtedness.

   Our oil and gas marketing activities may expose us to claims from royalty
owners.

   In addition to marketing our own oil and gas production, our marketing
activities include marketing oil and gas production for working interest owners
and royalty owners in the wells that we operate. These activities include the
operation of gathering systems and the sale of oil and natural gas under
various arrangements. In the past two years, royalty owners have commenced
litigation against a number of companies in the oil and gas production business
claiming that amounts paid for production attributable to the royalty owners'
interest violated the terms of the applicable leases and state law, that
deductions from the proceeds of oil and gas production were unauthorized under
the applicable leases and that amounts received by upstream sellers should be
used to compute the amounts paid to the royalty owners. Some of this litigation
was commenced as class action suits including five class action suits filed
against Chesapeake. As new cases are decided and the law in this area continues
to develop, our liability relating to the marketing of oil and gas may increase.

Risks Related to the Exchange Offer and the New Notes

   If you do not properly tender your outstanding notes, you will continue to
hold unregistered outstanding notes and your ability to transfer outstanding
notes will be adversely affected.

   We will only issue new notes in exchange for outstanding notes that you
timely and properly tender. Therefore, you should allow sufficient time to
ensure timely delivery of the outstanding notes and you should carefully follow
the instructions on how to tender your outstanding notes. Neither we nor the
exchange agent is required to tell you of any defects or irregularities with
respect to your tender of outstanding notes.

   If you do not exchange your outstanding notes for new notes pursuant to the
exchange offer, the outstanding notes you hold will continue to be subject to
the existing transfer restrictions. In general, you may not offer or sell the
outstanding notes except under an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws. We do not
plan to register outstanding notes under the Securities Act unless our
registration rights agreement with the initial purchasers of the outstanding
notes requires us to do so. Further, if you continue to hold any outstanding
notes after the exchange offer is consummated, you may have trouble selling
them because there will be fewer such notes outstanding.

   If an active trading market does not develop for the new notes, you may be
unable to sell the new notes or to sell the new notes at a price that you deem
sufficient.

   The new notes will be new securities for which there currently is no
established trading market. Although the initial purchasers of the outstanding
notes have informed us that they intend to make a market in the new notes after
the exchange offer, the initial purchasers may stop making a market at any
time. Finally, if a large number of holders of outstanding notes do not tender
outstanding notes or tender outstanding notes improperly, the limited amount of
new notes that would be issued and outstanding after we consummate the exchange
offer could adversely affect the development of a market for these new notes.

                                      12



   A guarantee could be voided if the guarantor fraudulently transferred the
guarantee at the time it incurred the indebtedness, which could result in the
noteholders being able to rely on only Chesapeake to satisfy claims.

   Under U.S. bankruptcy law and comparable provisions of state fraudulent
transfer laws, a guarantee can be voided, or claims under a guarantee may be
subordinated to all other debts of that guarantor if, among other things, the
guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

  .   intended to hinder, delay or defraud any present or future creditor or
      received less than reasonably equivalent value or fair consideration for
      the incurrence of the guarantee;

  .   was insolvent or rendered insolvent by reason of such incurrence;

  .   was engaged in a business or transaction for which the guarantor's
      remaining assets constituted unreasonably small capital; or

  .   intended to incur, or believed that it would incur, debts beyond its
      ability to pay those debts as they mature.

   In addition, any payment by that guarantor under a guarantee could be voided
and required to be returned to the guarantor or to a fund for the benefit of
the creditors of the guarantor.

   The measures of insolvency for purposes of fraudulent transfer laws vary
depending upon the governing law. Generally, a guarantor would be considered
insolvent if:

  .   the sum of its debts, including contingent liabilities, was greater than
      the fair saleable value of all of its assets;

  .   the present fair saleable value of its assets was less than the amount
      that would be required to pay its probable liability on its existing
      debts, including contingent liabilities, as they became absolute and
      mature; or

  .   it could not pay its debts as they became due.

   On the basis of historical financial information, recent operating history
and other factors, we believe that the subsidiary guarantees are being incurred
for proper purposes and in good faith and that each subsidiary guarantor, after
giving effect to its guarantee of the notes, will not be insolvent, have
unreasonably small capital for the business in which it is engaged or have
incurred debts beyond its ability to pay those debts as they mature. We cannot
be certain, however, that a court would agree with our conclusions in this
regard.

   Holders of the new notes, like holders of the outstanding notes, will be
effectively subordinated to all of our and the subsidiary guarantors' secured
indebtedness and to all liabilities of our non-guarantor subsidiaries.

   Holders of our secured indebtedness, including the indebtedness under our
revolving bank credit facility, have claims with respect to our assets
constituting collateral for their indebtedness that are prior to your claims
under the new notes. In the event of a default on the new notes or our
bankruptcy, liquidation or reorganization, those assets would be available to
satisfy obligations with respect to the indebtedness secured thereby before any
payment could be made on the new notes. Accordingly, the secured indebtedness
would effectively be senior to the new notes to the extent of the value of the
collateral securing the indebtedness. While the indenture governing the notes
places some limitations on our ability to create liens, there are significant
exceptions to these limitations, including with respect to sale and leaseback
transactions, that will allow us to secure some kinds of indebtedness without
equally and ratably securing the new notes. To the extent the value of the
collateral is not sufficient to satisfy the secured indebtedness, the holders
of that indebtedness would be entitled to share with the holders of the new
notes and the holders of other claims against us with respect to our other
assets.

                                      13



   In addition, the new notes are not guaranteed by all of our subsidiaries,
and our non-guarantor subsidiary is permitted to incur additional indebtedness
under the indenture. As a result, holders of the new notes will be effectively
subordinated to claims of third party creditors, including holders of
indebtedness, and preferred shareholders of our non-guarantor subsidiary.
Claims of those other creditors, including trade creditors, secured creditors,
authorities, holders of indebtedness or guarantees issued by this non-guarantor
subsidiary and preferred shareholders of our non-guarantor subsidiary, will
generally have priority as to the assets of the non-guarantor subsidiary over
our claims and equity interests. As a result, holders of our indebtedness,
including the holders of the new notes, will be effectively subordinated to all
those claims. As of March 31, 2003, our non-guarantor subsidiary had no
outstanding senior indebtedness.

                                      14



                                EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

   In connection with the issuance of the outstanding notes, we entered into a
registration rights agreement. Under the registration rights agreement, we
agreed to:

  .   within 60 days after the original issuance of the outstanding notes on
      March 5, 2003, file a registration statement with the SEC with respect to
      a registered offer to exchange each outstanding note for a new note
      having terms substantially identical in all material respects to such
      note except that the new note will not contain terms with respect to
      transfer restrictions;

  .   use our best efforts to cause the registration statement to be declared
      effective under the Securities Act within 180 days after the original
      issuance of the outstanding notes;

  .   promptly following the effectiveness of the registration statement, offer
      the new notes in exchange for surrender of the outstanding notes; and

  .   keep the exchange offer open for not less than 30 days (or longer if
      required by applicable law) after the date notice of the exchange offer
      is mailed to the holders of the outstanding notes.

   We have fulfilled the agreements described in the first two of the preceding
bullet points and are now offering eligible holders of the outstanding notes
the opportunity to exchange their outstanding notes for new notes registered
under the Securities Act. Holders are eligible if they are not prohibited by
any law or policy of the SEC from participating in this exchange offer. The new
notes will be substantially identical to the outstanding notes except that the
new notes will not contain terms with respect to transfer restrictions,
registration rights or additional interest.

   Under limited circumstances, we agreed to use our best efforts to cause the
SEC to declare effective a shelf registration statement for the resale of the
outstanding notes. We also agreed to use our best efforts to keep the shelf
registration statement effective for up to two years after its effective date.
The circumstances include if:

  .   a change in law or in applicable interpretations thereof of the staff of
      the SEC does not permit us to effect the exchange offer; or

  .   for any other reason the exchange offer is not consummated within 240
      days from March 5, 2003, the date of the original issuance of the
      outstanding notes; or

  .   the initial purchasers notify us following consummation of the exchange
      offer that outstanding notes held by it are not eligible to be exchanged
      for new notes in the exchange offer; or

  .   certain holders are not eligible to participate in the exchange offer, or
      such holders do not receive freely tradeable securities on the date of
      the exchange.

   We will pay additional cash interest on the applicable outstanding notes,
subject to certain exceptions:

  .   if the exchange offer is not consummated on or before the 60th business
      day after this registration statement is declared effective,

  .   if obligated to file a shelf registration statement, we fail to file the
      shelf registration statement with the SEC on or prior to the 30th day
      after the date on which the obligation to file a shelf registration
      statement arises, which we refer to as the shelf filing date,

  .   if obligated to file a shelf registration statement due to the
      circumstances described in the first bullet point of the preceding
      paragraph, the shelf registration statement is not declared effective on
      or prior to the 180th day after the original issuance of the outstanding
      notes,

  .   if we are obligated to file a shelf registration statement due to the
      circumstances described in the second, third or fourth bullet points of
      the preceding paragraph, the shelf registration statement is not declared
      effective on or prior to the 60th day after the shelf filing date, or

                                      15



  .   after this registration statement or the shelf registration statement, as
      the case may be, is declared effective, such registration statement
      thereafter ceases to be effective or usable (subject to certain
      exceptions) (each such event referred to in the preceding clauses being a
      "registration default");

from and including the date on which any such registration default occurs to
but excluding the date on which all registration defaults have been cured.

   The rate of the additional interest will be 0.5% per year for the first
90-day period immediately following the occurrence of a registration default,
and such rate will increase by an additional 0.5% per year with respect to each
subsequent 90-day period until all registration defaults have been cured, up to
a maximum additional interest rate of 2.0% per year. We will pay such
additional interest on regular interest payment dates. Such additional interest
will be in addition to any other interest payable from time to time with
respect to the outstanding notes and the new notes.

   Upon the effectiveness of this registration statement, the consummation of
the exchange offer, the effectiveness of a shelf registration statement, or the
effectiveness of a succeeding registration statement, as the case may be, the
interest rate borne by the notes from the date of such effectiveness or
consummation, as the case may be, will be reduced to the original interest
rate. However, if after any such reduction in interest rate, a different
registration default occurs, the interest rate may again be increased pursuant
to the preceding paragraph.

   To exchange your outstanding notes for transferable new notes in the
exchange offer, you will be required to make the following representations:

  .   any new notes will be acquired in the ordinary course of your business;

  .   you have no arrangement or understanding with any person or entity to
      participate in the distribution of the new notes;

  .   you are not engaged in and do not intend to engage in the distribution of
      the new notes;

  .   if you are a broker-dealer that will receive new notes for your own
      account in exchange for outstanding notes, you acquired those notes as a
      result of market-making activities or other trading activities and you
      will deliver a prospectus, as required by law, in connection with any
      resale of such new notes; and

  .   you are not our "affiliate," as defined in Rule 405 of the Securities Act.

   In addition, we may require you to provide information to be used in
connection with the shelf registration statement to have your outstanding notes
included in the shelf registration statement and benefit from the provisions
regarding additional interest described in the preceding paragraphs. A holder
who sells outstanding notes under the shelf registration statement generally
will be required to be named as a selling securityholder in the related
prospectus and to deliver a prospectus to purchasers. Such a holder will also
be subject to the civil liability provisions under the Securities Act in
connection with such sales and will be bound by the provisions of the
registration rights agreement that are applicable to such a holder, including
indemnification obligations.

   The description of the registration rights agreement contained in this
section is a summary only. For more information, you should review the
provisions of the registration rights agreement that we filed with the SEC as
an exhibit to the registration statement of which this prospectus is a part.

Resale of New Notes

   Based on no action letters of the SEC staff issued to third parties, we
believe that new notes may be offered for resale, resold and otherwise
transferred by you without further compliance with the registration and
prospectus delivery provisions of the Securities Act if:

  .   you are not our "affiliate" within the meaning of Rule 405 under the
      Securities Act;

  .   such new notes are acquired in the ordinary course of your business; and

  .   you do not intend to participate in a distribution of the new notes.

                                      16



   The SEC, however, has not considered the exchange offer for the new notes in
the context of a no action letter, and the SEC may not make a similar
determination as in the no action letters issued to these third parties.

   If you tender in the exchange offer with the intention of participating in
any manner in a distribution of the new notes, you

  .   cannot rely on such interpretations by the SEC staff; and

  .   must comply with the registration and prospectus delivery requirements of
      the Securities Act in connection with a secondary resale transaction.

   Unless an exemption from registration is otherwise available, any security
holder intending to distribute new notes should be covered by an effective
registration statement under the Securities Act. This registration statement
should contain the selling security holder's information required by Item 507
of Regulation S-K under the Securities Act. This prospectus may be used for an
offer to resell, resale or other retransfer of new notes only as specifically
described in this prospectus. Only broker-dealers that acquired the outstanding
notes as a result of market-making activities or other trading activities may
participate in the exchange offer. Each broker-dealer that receives new notes
for its own account in exchange for outstanding notes, where such outstanding
notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge by way of the letter
of transmittal that it will deliver a prospectus in connection with any resale
of the new notes. Please read the section captioned "Plan of Distribution" for
more details regarding the transfer of new notes.

Terms of the Exchange Offer

   Subject to the terms and conditions described in this prospectus and in the
letter of transmittal, we will accept for exchange any outstanding notes
properly tendered and not withdrawn prior to 5:00 p.m. New York City time on
the expiration date. We will issue new notes in principal amount equal to the
principal amount of outstanding notes surrendered under the exchange offer.
Outstanding notes may be tendered only for new notes and only in integral
multiples of $1,000.

   The exchange offer is not conditioned upon any minimum aggregate principal
amount of outstanding notes being tendered for exchange.

   As of the date of this prospectus, $300,000,000 in aggregate principal
amount of the outstanding notes are outstanding. This prospectus is being sent
to DTC, the sole registered holder of the outstanding notes, and to all persons
that we can identify as beneficial owners of the outstanding notes. There will
be no fixed record date for determining registered holders of outstanding notes
entitled to participate in the exchange offer.

   We intend to conduct the exchange offer in accordance with the provisions of
the registration rights agreement, the applicable requirements of the
Securities Act and the Securities Exchange Act of 1934 and the rules and
regulations of the SEC. Outstanding notes whose holders do not tender for
exchange in the exchange offer will remain outstanding and continue to accrue
interest. These outstanding notes will be entitled to the rights and benefits
such holders have under the indenture relating to the notes and the
registration rights agreement.

   We will be deemed to have accepted for exchange properly tendered
outstanding notes when we have given oral or written notice of the acceptance
to the exchange agent and complied with the applicable provisions of the
registration rights agreement. The exchange agent will act as agent for the
tendering holders for the purposes of receiving the new notes from us.

   If you tender outstanding notes in the exchange offer, you will not be
required to pay brokerage commissions or fees or, subject to the letter of
transmittal, transfer taxes with respect to the exchange of outstanding notes.
We will pay all charges and expenses, other than certain applicable taxes
described below, in connecting with the exchange offer. It is important that
you read the section labeled "--Fees and Expenses" for more details regarding
fees and expenses incurred in the exchange offer.

                                      17



   We will return any outstanding notes that we do not accept for exchange for
any reason without expense to their tendering holder as promptly as practicable
after the expiration or termination of the exchange offer.

Expiration Date

   The exchange offer will expire at 5:00 p.m. New York City time on
2003, unless, in our sole discretion, we extend it.

Extensions, Delays in Acceptance, Termination or Amendment

   We expressly reserve the right, at any time or various times, to extend the
period of time during which the exchange offer is open. We may delay acceptance
of any outstanding notes by giving oral or written notice of such extension to
their holders. During any such extensions, all outstanding notes previously
tendered will remain subject to the exchange offer, and we may accept them for
exchange.

   In order to extend the exchange offer, we will notify the exchange agent
orally or in writing of any extension. We will notify the registered holders of
outstanding notes of the extension no later than 9:00 a.m., New York City time,
on the business day after the previously scheduled expiration date.

   If any of the conditions described below under "--Conditions to the Exchange
Offer" have not been satisfied, we reserve the right, in our sole discretion

  .   to delay accepting for exchange any outstanding notes,

  .   to extend the exchange offer, or

  .   to terminate the exchange offer,

by giving oral or written notice of such delay, extension or termination to the
exchange agent. Subject to the terms of the registration rights agreement, we
also reserve the right to amend the terms of the exchange offer in any manner.

   Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof to the
registered holders of outstanding notes. If we amend the exchange offer in a
manner that we determine to constitute a material change, we will promptly
disclose such amendment by means of a prospectus supplement. The supplement
will be distributed to the registered holders of the outstanding notes.
Depending upon the significance of the amendment and the manner of disclosure
to the registered holders, we will extend the exchange offer if the exchange
offer would otherwise expire during such period.

Conditions to the Exchange Offer

   We will not be required to accept for exchange, or exchange any new notes
for, any outstanding notes if the exchange offer, or the making of any exchange
by a holder of outstanding notes, would violate applicable law or any
applicable interpretation of the staff of the SEC. Similarly, we may terminate
the exchange offer as provided in this prospectus before accepting outstanding
notes for exchange in the event of such a potential violation.

   In addition, we will not be obligated to accept for exchange the outstanding
notes of any holder that has not made to us the representations described under
"--Purpose and Effect of the Exchange Offer," "--Procedures for Tendering" and
"Plan of Distribution" and such other representations as may be reasonably
necessary under applicable SEC rules, regulations or interpretations to allow
us to use an appropriate form to register the new notes under the Securities
Act.

                                      18



   We expressly reserve the right to amend or terminate the exchange offer, and
to reject for exchange any outstanding notes not previously accepted for
exchange, upon the occurrence of any of the conditions to the exchange offer
specified above. We will give oral or written notice of any extension,
amendment, non-acceptance or termination to the holders of the outstanding
notes as promptly as practicable.

   These conditions are for our sole benefit, and we may assert them or waive
them in whole or in part at any time or at various times in our sole
discretion. If we fail at any time to exercise any of these rights, this
failure will not mean that we have waived our rights. Each such right will be
deemed an ongoing right that we may assert at any time or at various times.

   In addition, we will not accept for exchange any outstanding notes tendered,
and will not issue new notes in exchange for any such outstanding notes, if at
such time any stop order has been threatened or is in effect with respect to
the registration statement of which this prospectus constitutes a part or the
qualification of the indenture relating to the notes under the Trust Indenture
Act of 1939.

Procedures for Tendering

   In order to participate in the exchange offer, you must properly tender your
outstanding notes to the exchange agent as described below. It is your
responsibility to properly tender your notes. We have the right to waive any
defects. However, we are not required to waive defects and are not required to
notify you of defects in your exchange.

   If you have any questions or need help in exchanging your notes, please call
the exchange agent whose address and phone number are described in the section
of the prospectus entitled "Where You Can Find More Information."

   All of the outstanding notes were issued in book-entry form, and all of the
outstanding notes are currently represented by global certificates held for the
account of DTC. We have confirmed with DTC that the outstanding notes may be
tendered using the Automated Tender Offer Program ("ATOP") instituted by DTC.
The exchange agent will establish an account with DTC for purposes of the
exchange offer promptly after the commencement of the exchange offer and DTC
participants may electronically transmit their acceptance of the exchange offer
by causing DTC to transfer their outstanding notes to the exchange agent using
the ATOP procedures. In connection with the transfer, DTC will send an "agent's
message" to the exchange agent. The agent's message will state that DTC has
received instructions from the participant to tender outstanding notes and that
the participant agrees to be bound by the terms of the letter of transmittal.

   By using the ATOP procedures to exchange outstanding notes, you will not be
required to deliver a letter of transmittal to the exchange agent. However, you
will be bound by its terms just as if you had signed it.

   There is no procedure for guaranteed late delivery of the notes.

  Determinations Under the Exchange Offer

   We will determine in our sole discretion all questions as to the validity,
form, eligibility, time of receipt, acceptance of tendered outstanding notes
and withdrawal of tendered outstanding notes. Our determination will be final
and binding. We reserve the absolute right to reject any outstanding notes not
properly tendered or any outstanding notes our acceptance of which would, in
the opinion of our counsel, be unlawful. We also reserve the right to waive any
defect, irregularities or conditions of tender as to particular outstanding
notes. Our interpretation of the terms and conditions of the exchange offer,
including the instructions in the letter of transmittal, will be final and
binding on all parties. Unless waived, all defects or irregularities in
connection with tenders of outstanding notes must be cured within such time as
we shall determine. Although we intend to notify holders of defects or
irregularities with respect to tenders of outstanding notes, neither we, the
exchange agent nor any other person will incur any liability for failure to
give such notification. Tenders of outstanding notes

                                      19



will not be deemed made until such defects or irregularities have been cured or
waived. Any outstanding notes received by the exchange agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned to the tendering holder as soon as practicable
following the expiration date.

  When We Will Issue New Notes

   In all cases, we will issue new notes for outstanding notes that we have
accepted for exchange under the exchange offer only after the exchange agent
receives, prior to 5:00 p.m., New York City time, on the expiration date,

  .   a book-entry confirmation of such outstanding notes into the exchange
      agent's account at DTC; and

  .   a properly transmitted agent's message.

  Return of Outstanding Notes Not Accepted or Exchanged

   If we do not accept any tendered outstanding notes for exchange or if
outstanding notes are submitted for a greater principal amount than the holder
desires to exchange, the unaccepted or non-exchanged outstanding notes will be
returned without expense to their tendering holder. Such non-exchanged
outstanding notes will be credited to an account maintained with DTC. These
actions will occur as promptly as practicable after the expiration or
termination of the exchange offer.

  Your Representations to Us

   By agreeing to be bound by the letter of transmittal, you will represent to
us that, among other things:

  .   any new notes that you receive will be acquired in the ordinary course of
      your business;

  .   you have no arrangement or understanding with any person or entity to
      participate in the distribution of the new notes;

  .   you are not engaged in and do not intend to engage in the distribution of
      the new notes;

  .   if you are a broker-dealer that will receive new notes for your own
      account in exchange for outstanding notes, you acquired those notes as a
      result of market-making activities or other trading activities and you
      will deliver a prospectus, as required by law, in connection with any
      resale of such new notes; and

  .   you are not our "affiliate," as defined in Rule 405 of the Securities Act.

Withdrawal of Tenders

   Except as otherwise provided in this prospectus, you may withdraw your
tender at any time prior to 5:00 p.m. New York City time on the expiration
date. For a withdrawal to be effective you must comply with the appropriate
procedures of DTC's ATOP system. Any notice of withdrawal must specify the name
and number of the account at DTC to be credited with withdrawn outstanding
notes and otherwise comply with the procedures of DTC.

   We will determine all questions as to the validity, form, eligibility and
time of receipt of notice of withdrawal. Our determination shall be final and
binding on all parties. We will deem any outstanding notes so withdrawn not to
have been validly tendered for exchange for purposes of the exchange offer.

   Any outstanding notes that have been tendered for exchange but that are not
exchanged for any reason will be credited to an account maintained with DTC for
the outstanding notes. This return or crediting will take place as soon as
practicable after withdrawal, rejection of tender or termination of the
exchange offer. You may retender properly withdrawn outstanding notes by
following the procedures described under "--Procedures for Tendering" above at
any time on or prior to the expiration date.

                                      20



Fees and Expenses

   We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, we may make additional solicitation by
telegraph, telephone or in person by our officers and regular employees and
those of our affiliates.

   We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses.

   We will pay the cash expenses to be incurred in connection with the exchange
offer. They include:

  .   SEC registration fees;

  .   fees and expenses of the exchange agent and trustee;

  .   accounting and legal fees and printing costs; and

  .   related fees and expenses.

Transfer Taxes

   We will pay all transfer taxes, if any, applicable to the exchange of
outstanding notes under the exchange offer. The tendering holder, however, will
be required to pay any transfer taxes, whether imposed on the registered holder
or any other person, if a transfer tax is imposed for any reason other than the
exchange of outstanding notes under the exchange offer.

Consequences of Failure to Exchange

   If you do not exchange new notes for your outstanding notes under the
exchange offer, you will remain subject to the existing restrictions on
transfer of the outstanding notes. In general, you may not offer or sell the
outstanding notes unless they are registered under the Securities Act, or if
the offer or sale is exempt from the registration under the Securities Act and
applicable state securities laws. Except as required by the registration rights
agreement, we do not intend to register resales of the outstanding notes under
the Securities Act.

Accounting Treatment

   We will record the new notes in our accounting records at the same carrying
value as the outstanding notes. This carrying value is the aggregate principal
amount of the outstanding notes less any bond discount, as reflected in our
accounting records on the date of exchange. Accordingly, we will not recognize
any gain or loss for accounting purposes in connection with the exchange offer.

Other

   Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. You are urged to consult your financial and tax
advisors in making your own decision on what action to take.

   We may in the future seek to acquire untendered outstanding notes in open
market or privately negotiated transactions, through subsequent exchange offers
or otherwise. We have no present plans to acquire any outstanding notes that
are not tendered in the exchange offer or to file a registration statement to
permit resales of any untendered outstanding notes.

                                      21



                      RATIOS OF EARNINGS TO FIXED CHARGES

   For purposes of determining the ratio of earnings to fixed charges, earnings
are defined as net income (loss) before income taxes, extraordinary items,
amortization of capitalized interest and fixed charges, less capitalized
interest. Fixed charges consist of interest (whether expensed or capitalized),
and amortization of debt expenses and discount or premium relating to any
indebtedness.



                                             Year Ended December 31,
                                             ------------------------
                                             1998 1999 2000 2001 2002
                                             ---- ---- ---- ---- ----
                                                  
          Ratio of earnings to fixed charges  (a) 1.4x 3.1x 5.1x 1.5x

- --------
(a) Earnings for such year were insufficient to cover fixed charges by
    approximately $915 million.

                                      22



                                USE OF PROCEEDS

   The exchange offer is intended to satisfy our obligations under the
registration rights agreement. We will not receive any cash proceeds from the
issuance of the new notes in the exchange offer. In consideration for issuing
the new notes as contemplated by this prospectus, we will receive outstanding
notes in a like principal amount. The form and terms of the new notes are
identical in all respects to the form and terms of the outstanding notes,
except the new notes do not include certain transfer restrictions. Outstanding
notes surrendered in exchange for the new notes will be retired and cancelled
and will not be reissued. Accordingly, the issuance of the new notes will not
result in any change in our outstanding indebtedness.

                                      23



                         DESCRIPTION OF THE NEW NOTES

   The new notes will be issued, and the outstanding notes were issued,
pursuant to an indenture dated as of March 5, 2003 (the "Indenture") among the
Company, as issuer, the Subsidiary Guarantors, as guarantors, and The Bank of
New York, as trustee (the "Trustee"). The terms of the new notes include those
stated in the Indenture and those made part of the Indenture by the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). The definitions
of certain capitalized terms used in the following summary are set forth below
under "--Certain Definitions." References to the "Notes" in this section of the
prospectus include both the outstanding notes and the new notes.

   The following description is only a summary of the material provisions of
the Indenture. It does not restate that agreement in its entirety. The Company
urges Holders to read the Indenture because it, and not this description,
defines the rights of Holders of these notes. The Company has filed the
Indenture as an exhibit to the registration statement which includes this
prospectus.

   If the exchange offer contemplated by this prospectus (the "Exchange Offer")
is consummated, Holders of outstanding notes who do not exchange those notes
for new notes in the Exchange Offer will vote together with Holders of new
notes for all relevant purposes under the Indenture. In that regard, the
Indenture requires that certain actions by the Holders thereunder (including
acceleration following an Event of Default) must be taken, and certain rights
must be exercised, by specified minimum percentages of the aggregate principal
amount of the outstanding securities issued under the Indenture. In determining
whether Holders of the requisite percentage in principal amount have given any
notice, consent or waiver or taken any other action permitted under the
Indenture, any outstanding notes that remain outstanding after the Exchange
Offer will be aggregated with the new notes, and the Holders of such
outstanding notes and the new notes will vote together as a single series for
all such purposes. Accordingly, all references herein to specified percentages
in aggregate principal amount of the notes outstanding shall be deemed to mean,
at any time after the Exchange Offer is consummated, such percentages in
aggregate principal amount of the outstanding notes and the new notes then
outstanding.

Brief Description of the Notes

   The Notes:

  .   are unsecured senior indebtedness of the Company;

  .   are unlimited in aggregate principal amount, of which $300,000,000 are
      outstanding;

  .   are senior in right of payment to all future Subordinated Indebtedness of
      the Company; and

  .   rank equally in right of payment with all existing and future Senior
      Indebtedness.

   The new notes will be issued, and the outstanding notes were issued, only in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof.

   Any outstanding notes that remain outstanding after the completion of the
Exchange Offer, together with the new notes issued in connection with the
Exchange Offer and any other notes issued under the indenture then outstanding,
will be treated as a single class of securities under the Indenture.

   The Company may issue the notes from time to time with an unlimited maximum
aggregate principal amount, of which $300 million were issued on March 5, 2003.
Any notes issued in the future ("Add On Notes") will be subject to the debt
incurrence covenant described in the first paragraph of "--Certain
Covenants--Limitations on Incurrence of Additional Indebtedness." Any Add On
Notes that are actually issued will be treated as issued and outstanding Notes
(as the same class as the new notes) for all purposes of the Indenture and this
"Description of the New Notes," unless the context indicates otherwise.

                                      24



   Each Note will mature on September 15, 2013 and will bear interest at the
rate of interest per annum indicated on the cover page of this prospectus.

   Interest on the new notes will accrue from March 5, 2003, and will be
payable semiannually in arrears on March 15 and September 15 of each year,
commencing September 15, 2003. We will make each interest payment to the
holders of record of the Notes at the close of business on the March 1 or
September 1 preceding such interest payment date. Interest will be computed on
the basis of a 360-day year of twelve 30-day months. Principal, premium, if
any, and interest will be payable at the offices of the Trustee and the Paying
Agent, provided that, at the option of the Company, payment of interest on
Notes not in global form may be made by check mailed to the address of the
Person entitled thereto as it appears in the register of the Notes maintained
by the Registrar. Initially, the Trustee will also act as Paying Agent and
Registrar for the Notes.

Guarantees

   All the existing subsidiaries of the Company, other than Chesapeake Energy
Marketing, Inc., will fully and unconditionally guarantee, on a joint and
several basis, the Company's obligations to pay principal of, premium, if any,
and interest on the Notes. The Indenture provides that each Person that becomes
a Restricted Subsidiary after the Issue Date will guarantee the payment of the
Notes.

   The obligations of each Subsidiary Guarantor under its Guarantee will be
limited as necessary to prevent that Guarantee from constituting a fraudulent
conveyance or fraudulent transfer under federal, state or foreign law. Each
Subsidiary Guarantor that makes a payment or distribution under a Guarantee
shall be entitled to a contribution from each other Subsidiary Guarantor in a
pro rata amount based on the respective net assets of each Subsidiary Guarantor
at the time of such payment determined in accordance with GAAP.

   If a Guarantee were rendered voidable, it could be subordinated by a court
to all other indebtedness (including guarantees and other contingent
liabilities) of the applicable Subsidiary Guarantor, and, depending on the
amount of such indebtedness, a Subsidiary Guarantor's liability on its
Guarantee could be reduced to zero. Please read "Risk Factors--Risks Related to
The Exchange Offer and the New Notes--A guarantee could be voided if the
guarantor fraudulently transferred the guarantee at the time it incurred the
indebtedness, which could result in the noteholders being able to rely on only
Chesapeake to satisfy claims."

   Subject to the next succeeding paragraph, no Subsidiary Guarantor may
consolidate or merge with or into (whether or not such Subsidiary Guarantor is
the surviving Person) another Person unless:

      (1)  the Person formed by or surviving any such consolidation or merger
   (if other than such Subsidiary Guarantor) assumes all the obligations of
   such Subsidiary Guarantor under the Indenture and the Notes pursuant to a
   supplemental indenture, in a form reasonably satisfactory to the Trustee,

      (2)  immediately after such transaction, no Default or Event of Default
   exists,

      (3)  such Subsidiary Guarantor or the Person formed by or surviving any
   such consolidation or merger will have Consolidated Tangible Net Worth
   immediately after the transaction equal to or greater than the Consolidated
   Tangible Net Worth of such Subsidiary Guarantor immediately preceding the
   transaction, and

      (4)  the Company will, at the time of such transaction after giving pro
   forma effect thereto as if such transaction had occurred at the beginning of
   the Reference Period, be permitted to incur at least $1.00 of additional
   Indebtedness (other than Permitted Indebtedness) pursuant to the
   "--Limitation on Incurrence of Additional Indebtedness" covenant.

The preceding does not prohibit a merger between Subsidiary Guarantors or a
merger between the Company and a Subsidiary Guarantor.

   In the event of a sale or other disposition of all or substantially all of
the assets of any Subsidiary Guarantor, or a sale or other disposition of all
the Capital Stock of such Subsidiary Guarantor, in any case whether by way of

                                      25



merger, consolidation or otherwise, or a Subsidiary Guarantor otherwise ceases
to be a Subsidiary Guarantor, then the Person acquiring the assets (in the
event of a sale or other disposition, by way of such a merger, consolidation or
otherwise, of all or substantially all of the assets of such Subsidiary
Guarantor) or such Subsidiary Guarantor (in any other event) will be released
and relieved of any obligations under its Guarantee. Additionally, upon the
designation by the Board of Directors of a Subsidiary Guarantor as an
Unrestricted Subsidiary in accordance with the provisions described in the
definition of "Unrestricted Subsidiary" below, the Subsidiary Guarantor will be
deemed released and relieved of any obligations under its Guarantee.

Ranking

   Senior Indebtedness versus Notes.  The Indebtedness evidenced by the Notes
and the Guarantees is unsecured and ranks pari passu in right of payment to all
Senior Indebtedness of the Company and the Subsidiary Guarantors, as the case
may be.

   As of March 31, 2003, Senior Indebtedness of the Company and the Subsidiary
Guarantors was approximately $1.98 billion, none of which was secured
indebtedness.

   The Notes are unsecured obligations of the Company. Secured debt and other
secured obligations of the Company and the Subsidiary Guarantors (including
obligations with respect to our current bank credit facility) is effectively
senior to the Notes to the extent of the value of the assets securing such debt
or other obligations.

   Liabilities of Subsidiaries versus Notes.  A substantial portion of the
Company's operations is conducted through its subsidiaries. Claims of creditors
of such subsidiaries that are not Subsidiary Guarantors, including trade
creditors and creditors holding indebtedness or guarantees issued by such
subsidiaries, and claims of preferred stockholders of such subsidiaries have
priority with respect to the assets and earnings of such subsidiaries over the
claims of the Company's creditors, including holders of the Notes. Accordingly,
the Notes are effectively subordinated to creditors (including trade creditors)
and preferred stockholders, if any, of the Company's subsidiaries that are not
Subsidiary Guarantors. All of the Company's subsidiaries, other than Chesapeake
Energy Marketing, Inc., will be Subsidiary Guarantors. As of the date of this
prospectus, the non-guarantor subsidiary has no outstanding indebtedness.

   Although the Indenture limits the incurrence of Indebtedness (including some
types of preferred stock) of the Restricted Subsidiaries, such limitations are
subject to a number of significant qualifications. In addition, the Indenture
does not impose any limitations on the incurrence by the Restricted
Subsidiaries of liabilities that are not considered Indebtedness under the
Indenture. Please read "--Certain Covenants--Limitation on Incurrence of
Additional Indebtedness." Moreover, the Indenture does not impose any
limitation on the incurrence by any Unrestricted Subsidiary of Indebtedness
(including preferred stock).

Optional Redemption

   At any time on or after September 15, 2008, the Company may, at its option,
redeem all or any portion of the Notes at the applicable redemption prices
(expressed as percentages of the principal amount of the Notes) described
below, plus, in each case, accrued but unpaid interest thereon to the
applicable redemption date if the Notes are redeemed during the twelve-month
period beginning on September 15 of the years set forth below:



                                             Redemption
                         Year                  Price
                         ----                ----------
                                          
                         2008...............  103.750%
                         2009...............  102.500%
                         2010...............  101.250%
                         2011 and thereafter  100.000%


                                      26



   Notwithstanding the foregoing, at any time prior to September 15, 2008, the
Company may, at its option, redeem all or any portion of the Notes at the
Make-Whole Price plus accrued and unpaid interest to the date of redemption. In
addition, in the event the Company consummates one or more Equity Offerings on
or prior to September 15, 2006, the Company, at its option, may redeem up to
35% of the aggregate principal amount of the Notes (which includes Add On
Notes, if any) issued under the Indenture with all or a portion of the
aggregate net proceeds received by the Company from such Equity Offerings at a
redemption price of 107.50%, plus accrued and unpaid interest thereon to the
redemption date; provided, however, that

  .   the date of such redemption occurs within the 90-day period after the
      Equity Offering in respect of which such redemption is made and

  .   following each such redemption, at least 65% of the aggregate principal
      amount of the Notes (which includes Add On Notes, if any) issued under
      the Indenture remain outstanding.

Change of Control

   The Indenture provides that, following the occurrence of any Change of
Control, the Company must offer to purchase all outstanding Notes at a purchase
price equal to 101% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest to the date of purchase.

   Within 15 days after any Change of Control, the Company will mail or cause
to be mailed to all Holders on the date of the Change of Control a Notice (the
"Change of Control Notice") of the occurrence of such Change of Control and of
the Holders' rights arising as a result thereof. The Change of Control Notice
shall state, among other things:

      (1)  that the change of control offer is being made pursuant to this
   covenant;

      (2)  the purchase price and the change of control payment date;

      (3)  that any Note not tendered will continue to accrue interest;

      (4)  that any Note accepted for payment pursuant to the change of control
   offer shall cease to accrue interest on the change of control payment date;
   and

      (5)  the instructions, consistent with the covenant described hereunder,
   that a Holder must follow in order to have such Holder's Notes purchased.

   The change of control offer will be deemed to have commenced upon mailing of
a notice pursuant to the Indenture and will terminate 20 business days after
its commencement, unless a longer offering period is required by law. Promptly
after the termination of the change of control offer, the Company will purchase
and mail or deliver payment for all Notes tendered in response to the change of
control offer.

   On the change of control payment date, the Company will, to the extent
lawful:

  .   accept for payment Notes or portions thereof tendered pursuant to the
      change of control offer,

  .   deposit with the paying agent an amount equal to the change of control
      payment in respect of all Notes or portions thereof so tendered and

  .   deliver to the Trustee the Notes so accepted together with an officers'
      certificate stating the Notes or portions thereof tendered to the
      Company. The paying agent will promptly mail or deliver to each Holder of
      Notes so accepted payment in an amount equal to the purchase price for
      such Notes, and the Trustee will promptly authenticate and mail or
      deliver to each Holder a new Note equal in principal amount to any
      unpurchased portion of the Notes surrendered, if any, provided that each
      such new Note will be in a principal amount of $1,000 or an integral
      multiple thereof.

                                      27



   The Company will comply with Section 14 of the Exchange Act and the
provisions of Regulation 14E and any other tender offer rules under the
Exchange Act and any other federal and state securities laws, rules and
regulations which may then be applicable to any change of control offer.

   The Change of Control purchase feature of the Notes may in certain
circumstances make more difficult or discourage a sale or takeover of the
Company. The change of control purchase feature is a result of negotiations
between the Company and the initial purchasers. The Company has no present
intention to engage in a transaction involving a Change of Control, although it
is possible that it could decide to do so in the future. Subject to the
limitations discussed below, the Company could, in the future, enter into
certain transactions, including acquisitions, refinancings or other
recapitalizations, that would not constitute a Change of Control under the
Indenture, but that could increase the amount of indebtedness outstanding at
such time or otherwise affect the Company's capital structure or credit
ratings. Restrictions on the Company's ability to incur additional Indebtedness
are contained in the covenants described under "--Certain Covenants--Limitation
on Incurrence of Additional Indebtedness," "--Limitation on Liens" and
"--Limitation on Sale/Leaseback Transactions." Under the Indenture, such
restrictions can only be waived with the consent of the Holders of a majority
in principal amount of the Notes then outstanding. Except for the limitations
contained in such covenants, however, the Indenture does not contain any
covenants or provisions that may afford Holders of the Notes protection in the
event of a highly leveraged transaction.

   Future indebtedness that the Company may incur may contain prohibitions on
the occurrence of certain events that would constitute a Change of Control or
require the repurchase of such indebtedness upon a Change of Control. Moreover,
the exercise by the Holders of their right to require the Company to repurchase
the Notes could cause a default under such indebtedness, even if the Change of
Control itself does not, due to the financial effect of such repurchase on the
Company. Finally, the Company's ability to pay cash to the Holders of Notes
following the occurrence of a Change of Control may be limited by the Company's
then existing financial resources. There can be no assurance that sufficient
funds will be available when necessary to make any required repurchases.

   The provisions under the Indenture relative to the Company's obligation to
make an offer to repurchase the Notes as a result of a Change of Control may be
waived or modified with the written consent of the Holders of a majority in
principal amount of the Notes.

Certain Covenants

   The following restrictive covenants are applicable to the Company and its
Restricted Subsidiaries.

   Limitation on Incurrence of Additional Indebtedness.  The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, issue, incur, assume, guarantee, become liable, contingently or
otherwise, with respect to or otherwise become responsible for the payment of
(collectively, "incur") any Indebtedness; provided, however, that if no Default
or Event of Default shall have occurred and be continuing at the time or as a
consequence of the incurrence of such Indebtedness, the Company or its
Restricted Subsidiaries may incur Indebtedness if, on a pro forma basis, after
giving effect to such incurrence and the application of the proceeds therefrom,
either of the following tests shall have been satisfied: (1) the Adjusted
Consolidated EBITDA Coverage Ratio would have been at least 2.25 to 1.0 or (2)
Adjusted Consolidated Net Tangible Assets would have been greater than 200% of
Indebtedness of the Company and its Restricted Subsidiaries.

   Notwithstanding the preceding, if no Default or Event of Default shall have
occurred and be continuing at the time or as a consequence of the incurrence of
such Indebtedness, the Company and its Restricted Subsidiaries may incur
Permitted Indebtedness. For purposes of determining compliance with this
covenant:

      (1)  in the event that an item of proposed Indebtedness meets the
   criteria of more than one of the categories of Permitted Indebtedness as of
   the date of incurrence thereof or is entitled to be incurred pursuant to the
   first paragraph of this covenant as of the date of incurrence thereof, the
   Company shall, in its

                                      28



   sole discretion, classify (or later classify in whole or in part, in its
   sole discretion) such item of Indebtedness in any manner that complies with
   this covenant; and

      (2)  for purposes of determining compliance with any dollar-denominated
   restriction on the incurrence of Indebtedness denominated in a foreign
   currency, the dollar-equivalent principal amount of such Indebtedness
   incurred pursuant thereto shall be calculated based on the relevant currency.

Accrual of interest or dividends, the accretion of accreted value or
liquidation preference and the payment of interest or dividends in the form of
additional Indebtedness will not be deemed to be an incurrence of Indebtedness
for purposes of this covenant.

   Any Indebtedness of a Person existing at the time such Person becomes a
Restricted Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be incurred by such Restricted Subsidiary at the
time it becomes a Restricted Subsidiary.

   Limitation on Restricted Payments.  The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, make any
Restricted Payment, unless:

      (1)  no Default or Event of Default shall have occurred and be continuing
   at the time of or immediately after giving effect to such Restricted Payment;

      (2)  at the time of and immediately after giving effect to such
   Restricted Payment, the Company would be able to incur at least $1.00 of
   additional Indebtedness (other than Permitted Indebtedness) pursuant to the
   first paragraph of the covenant captioned "--Limitation on Incurrence of
   Additional Indebtedness"; and

      (3)  immediately after giving effect to such Restricted Payment, the
   aggregate of all Restricted Payments declared or made after the Reference
   Date does not exceed the sum of

          (A)  50% of the Consolidated Net Income of the Company and its
       Restricted Subsidiaries (or in the event such Consolidated Net Income
       shall be a deficit, minus 100% of such deficit) during the period
       (treated as one accounting period) subsequent to the Reference Date and
       ending on the last day of the fiscal quarter immediately preceding the
       date of such Restricted Payment;

          (B)  the aggregate Net Cash Proceeds, and the fair market value of
       property other than cash (as determined in good faith by the Company's
       Board of Directors and evidenced by a resolution of such Board),
       received by the Company during such period from any Person other than a
       Subsidiary of the Company as a result of the issuance or sale of Capital
       Stock of the Company (other than any Disqualified Stock and other than
       Preferred Stock issued in the Preferred Stock Offering), other than in
       connection with the conversion of Indebtedness or Disqualified Stock;

          (C)  the aggregate Net Cash Proceeds, and the fair market value of
       property other than cash (as determined in good faith by the Company's
       Board of Directors and evidenced by a resolution of such Board),
       received by the Company during such period from any Person other than a
       Subsidiary of the Company as a result of the issuance or sale of any
       Indebtedness or Disqualified Stock to the extent that at the time the
       determination is made such Indebtedness or Disqualified Stock, as the
       case may be, has been converted into or exchanged for Capital Stock of
       the Company (other than Disqualified Stock); and

          (D)  (i) in case any Unrestricted Subsidiary has been redesignated a
       Restricted Subsidiary, an amount equal to the lesser of (x) the book
       value (determined in accordance with GAAP) at the date of such
       redesignation of the aggregate Investments made by the Company and its
       Restricted Subsidiaries in such Unrestricted Subsidiary and (y) the fair
       market value of such Investments in such Unrestricted Subsidiary at the
       time of such redesignation (determined in good faith by the Company's
       Board of Directors, including a majority of the Company's Disinterested
       Directors, whose determination shall be conclusive and evidenced by a
       resolution of such Board); or (ii) in case any Restricted Subsidiary has

                                      29



       been redesignated an Unrestricted Subsidiary, minus the greater of (x)
       the book value (determined in accordance with GAAP) at the date of
       redesignation of the aggregate Investments made by the Company and its
       Restricted Subsidiaries in such Restricted Subsidiary and (y) the fair
       market value of such Investments in such Restricted Subsidiary at the
       time of such redesignation (determined in good faith by the Company's
       Board of Directors, including a majority of the Company's Disinterested
       Directors, whose determination shall be conclusive and evidenced by a
       resolution of such Board).

   Notwithstanding the preceding, the above limitations will not prevent:

      (1)  the payment of any dividend within 60 days after the date of
   declaration thereof, if at such date of declaration such payment complied
   with the provisions hereof;

      (2)  the purchase, redemption, acquisition or retirement of any shares of
   Capital Stock of the Company in exchange for, or out of the net proceeds of
   the substantially concurrent sale (other than to a Restricted Subsidiary of
   the Company) of, other shares of Capital Stock (other than Disqualified
   Stock) of the Company;

      (3)  any dividend or other distribution payable from a Restricted
   Subsidiary to the Company or any other Restricted Subsidiary;

      (4)  regular quarterly dividends on the 6.75% Cumulative Convertible
   Preferred Stock or the 6.00% Cumulative Convertible Preferred Stock of the
   Company outstanding on the Issue Date, provided that no Default or Event of
   Default shall have occurred and be continuing at the time of or immediately
   after giving effect to any such Restricted Payment; and

      (5)  other Restricted Payments not in excess of $25 million in the
   aggregate since the Issue Date, provided that no Default or Event of Default
   shall have occurred and be continuing at the time of or immediately after
   giving effect to any such Restricted Payment.

   Any Restricted Payment described in the preceding clause (3) shall be
excludable in the calculation of the amount of Restricted Payments, and any
Restricted Payment described in any other clause shall be included in the
calculation.

   Limitation on Sale of Assets.  The Company will not, and will not permit any
Restricted Subsidiary to, make any Asset Sale unless:

      (1)  the Company (or its Restricted Subsidiaries, as the case may be)
   receives consideration at the time of such sale or other disposition at
   least equal to the fair market value thereof (as determined in good faith by
   the Company's Board of Directors and evidenced by a resolution of such
   Board, including a majority of the Company's Disinterested Directors, in the
   case of any Asset Sales or series of related Asset Sales having a fair
   market value of $20 million or greater);

      (2)  (A) the consideration consists of cash, cash equivalents, Permitted
   Financial Investments or property, equipment, leasehold interests or other
   assets used in the Oil and Gas Business ("Permitted Consideration") or (B)
   the portion of the consideration that does not constitute Permitted
   Consideration, together with all other consideration received for Asset
   Sales since the Issue Date that does not constitute Permitted Consideration,
   has a fair market value of no more than 10% of ACNTA; and

      (3)  the Net Available Proceeds received by the Company (or its
   Restricted Subsidiaries, as the case may be) from such Asset Sale are
   applied in accordance with the following two paragraphs.

   The Company may apply such Net Available Proceeds, within 365 days following
the receipt of Net Available Proceeds from any Asset Sale, to:

      (1)  the repayment of Indebtedness of the Company under Credit Facilities
   or other Senior Indebtedness, including any mandatory redemption or
   repurchase or optional redemption of the Existing Notes or the Notes;

                                      30



      (2)  make an Investment in assets used in the Oil and Gas Business; or

      (3)  develop by drilling the Company's oil and gas reserves.

   If, upon completion of the 365-day period, any portion of the Net Available
Proceeds of any Asset Sale shall not have been applied by the Company as
described in clauses (1), (2) or (3) in the immediately preceding paragraph and
such remaining Net Available Proceeds, together with any remaining net cash
proceeds from any prior Asset Sale (such aggregate constituting "Excess
Proceeds"), exceed $15 million, then the Company will be obligated to make an
offer (the "Net Proceeds Offer") to purchase the Notes and any other Senior
Indebtedness in respect of which such an offer to purchase is also required to
be made concurrently with the Net Proceeds Offer having an aggregate principal
amount equal to the Excess Proceeds (such purchase to be made on a pro rata
basis if the amount available for such repurchase is less than the principal
amount of the Notes and other such Senior Indebtedness tendered in such Net
Proceeds Offer) at a purchase price of 100% of the principal amount thereof
plus accrued interest to the date of repurchase. Upon the completion of the Net
Proceeds Offer, the amount of Excess Proceeds will be reset to zero.

   Any Net Proceeds Offer will be conducted in substantially the same manner as
a change of control offer. The Company will comply with Section 14 of the
Exchange Act and the provisions of Regulation 14E and any other tender offer
rules under the Exchange Act and any other federal and state securities laws,
rules and regulations which may then be applicable to any Net Proceeds Offer.

   During the period between any Asset Sale and the application of the Net
Available Proceeds therefrom in accordance with this covenant, all Net
Available Proceeds shall be maintained in a segregated account and shall be
invested in Permitted Financial Investments.

   Notwithstanding the preceding, the Company will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, make any Asset Sale of any of
the Capital Stock of a Restricted Subsidiary except pursuant to an Asset Sale
of all of the Capital Stock of such Restricted Subsidiary.

   Limitation on Liens.  The Company will not, and will not permit any
Restricted Subsidiary to, create, incur, assume or suffer to exist any Liens
(other than Permitted Liens) upon any of their respective properties securing
any Indebtedness of the Company or any Restricted Subsidiary, unless the Notes
are equally and ratably secured; provided that if such Indebtedness is
expressly subordinated to the Notes or the Guarantees, the Lien securing such
Indebtedness will be subordinated and junior to the Lien securing the Notes or
the Guarantees.

   Limitation on Sale/Leaseback Transactions.  The Company will not, and will
not permit any Restricted Subsidiary to, enter into any Sale/Leaseback
Transaction with any Person (other than the Company or any other Restricted
Subsidiary) unless:

      (1)  the Company or such Restricted Subsidiary would be entitled to incur
   Indebtedness, in a principal amount equal to the Attributable Indebtedness
   with respect to such Sale/Leaseback Transaction in accordance with the
   covenant captioned "-- Limitation on Incurrence of Additional Indebtedness;"
   or

      (2)  the Company or such Restricted Subsidiary receives proceeds from
   such Sale/Leaseback Transactions at least equal to the fair market value
   thereof (as determined in good faith by the Company's Board of Directors,
   whose determination in good faith, evidenced by a resolution of such Board,
   shall be conclusive) and such proceeds are applied in the same manner and to
   the same extent as Net Available Proceeds and Excess Proceeds from an Asset
   Sale.

   Limitations on Mergers and Consolidations.  The Company will not consolidate
or merge with or into any Person, or sell, convey, lease or otherwise dispose
of all or substantially all of its assets to any Person, unless:

      (1)  the Person formed by or surviving such consolidation or merger (if
   other than the Company), or to which such sale, lease, conveyance or other
   disposition or assignment shall be made (collectively, the

                                      31



   "Successor"), is a corporation organized and existing under the laws of the
   United States or any state thereof or the District of Columbia, or Canada or
   any province thereof, and the Successor assumes by supplemental indenture in
   a form satisfactory to the Trustee all of the obligations of the Company
   under the Indenture and under the Notes;

      (2)  immediately before and after giving effect to such transaction, no
   Event of Default shall have occurred and be continuing;

      (3)  immediately after giving effect to such transaction on a pro forma
   basis, the Consolidated Tangible Net Worth of the Company (or the Successor)
   is equal to or greater than the Consolidated Tangible Net Worth of the
   Company immediately before such transaction; and

      (4)  immediately after giving effect to such transaction on a pro forma
   basis, the Company (or the Successor) would be able to incur $1.00 of
   additional Indebtedness (other than Permitted Indebtedness) pursuant to the
   first paragraph of the covenant captioned "--Limitation on Incurrence of
   Additional Indebtedness."

   Limitation on Payment Restrictions Affecting Subsidiaries.  The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective
any consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary of the Company to:

      (1)  pay dividends or make any other distributions on its Capital Stock
   to the Company or a Restricted Subsidiary;

      (2)  pay any Indebtedness owed to the Company or a Restricted Subsidiary
   of the Company;

      (3)  make loans or advances to the Company or a Restricted Subsidiary of
   the Company; or

      (4)  transfer any of its properties or assets to the Company or a
   Restricted Subsidiary of the Company (each, a "Payment Restriction");

except for (a) encumbrances or restrictions under Credit Facilities, provided
that any Payment Restrictions thereunder (other than, with respect to (4)
above, customary restrictions in security agreements or other loan documents
thereunder securing or governing Indebtedness of a Restricted Subsidiary) may
be imposed only upon the acceleration of the maturity of the Indebtedness
thereunder; (b) consensual encumbrances or consensual restrictions binding upon
any Person at the time such Person becomes a Restricted Subsidiary of the
Company (unless the agreement creating such consensual encumbrances or
consensual restrictions was entered into in connection with, or in
contemplation of, such entity becoming a Restricted Subsidiary); (c) consensual
encumbrances or consensual restrictions under any agreement that refinances or
replaces any agreement described in clauses (a) and (b) above, provided that
the terms and conditions of any such restrictions are no less favorable to the
Holders of Notes than those under the agreement so refinanced or replaced; and
(d) customary non-assignment provisions in leases, purchase money financings
and any encumbrance or restriction due to applicable law.

   Limitation on Transactions with Affiliates.  The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly, enter
into any transaction or series of transactions (including, without limitation,
the sale, purchase or lease of any assets or properties or the rendering of any
services) with any Affiliate or beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act) of 10% or more of the Company's common stock
(other than with a Restricted Subsidiary) (an "Affiliate Transaction"), on
terms that are less favorable to the Company or such Restricted Subsidiary, as
the case may be, than would be available in a comparable transaction with an
unrelated Person. In addition, the Company will not, and will not permit any
Restricted Subsidiary of the Company to, enter into an Affiliate Transaction,
or any series of related Affiliate Transactions having a value of:

      (1)  more than $5 million, unless a majority of the Board of Directors of
   the Company (including a majority of the Company's Disinterested Directors)
   determines in good faith, as evidenced by a resolution

                                      32



   of such Board, that such Affiliate Transaction or series of related
   Affiliate Transactions is fair to the Company; or

      (2)  more than $25 million, unless the Company receives a written opinion
   from a nationally recognized investment banking firm with total assets in
   excess of $1.0 billion that such transaction or series of transactions is
   fair to the Company from a financial point of view.

   SEC Reports.  Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company will file with the SEC and provide the Trustee and Holders
with annual reports and such information, documents and other reports specified
in Sections 13 and 15(d) of the Exchange Act.

Certain Definitions

   The following is a summary of certain defined terms used in the Indenture.
Reference is made to the Indenture for the full definition of all such terms
and for the definitions of capitalized terms used in this prospectus and not
defined below.

   "Adjusted Consolidated EBITDA" means the Consolidated Net Income of the
Company and its Restricted Subsidiaries for the Reference Period, (a) increased
(to the extent deducted in determining Consolidated Net Income) by the sum,
without duplication, of:

      (1)  all income and state franchise taxes of the Company and its
   Restricted Subsidiaries paid or accrued according to GAAP for such period
   (other than income taxes attributable to extraordinary, unusual or
   non-recurring gains or losses);

      (2)  all interest expense of the Company and its Restricted Subsidiaries
   paid or accrued in accordance with GAAP for such period (including
   amortization of original issue discount or premium);

      (3)  depreciation and depletion of the Company and its Restricted
   Subsidiaries;

      (4)  amortization of the Company and its Restricted Subsidiaries
   including, without limitation, amortization of capitalized debt issuance
   costs;

      (5)  any loss realized in accordance with GAAP upon the sale or other
   disposition of any property, plant or equipment of the Company or its
   Restricted Subsidiaries (including pursuant to any Sale/Leaseback
   Transaction) which is not sold or otherwise disposed of in the ordinary
   course of business and any loss realized in accordance with GAAP upon the
   sale or other disposition of any Capital Stock of any Person;

      (6)  any loss realized in accordance with GAAP from currency exchange
   transactions not in the ordinary course of business consistent with past
   practice;

      (7)  any loss net of income taxes realized in accordance with GAAP
   attributable to extraordinary items;

      (8)  any charges associated solely with the prepayment of any
   Indebtedness; and

      (9)  any other non-cash charges to the extent deducted from Consolidated
   Net Income

and (b) decreased (to the extent included in determining Consolidated Net
Income) by the sum of

      (1)  the amount of deferred revenues that are amortized during the
   Reference Period and are attributable to reserves that are subject to
   Volumetric Production Payments and

                                      33



      (2)  amounts recorded in accordance with GAAP as repayments of principal
   and interest pursuant to Dollar-Denominated Production Payments.

   "Adjusted Consolidated EBITDA Coverage Ratio" means, for any Reference
Period, the ratio on a pro forma basis of (a) Adjusted Consolidated EBITDA for
the Reference Period to (b) Adjusted Consolidated Interest Expense for such
Reference Period; provided, that, in calculating Adjusted Consolidated EBITDA
and Adjusted Consolidated Interest Expense

      (1)  acquisitions which occurred during the Reference Period or
   subsequent to the Reference Period and on or prior to the date of the
   transaction giving rise to the need to calculate the Adjusted Consolidated
   EBITDA Coverage Ratio (the "Transaction Date") shall be assumed to have
   occurred on the first day of the Reference Period,

      (2)  the incurrence of any Indebtedness (including the issuance of the
   Notes) or issuance of any Disqualified Stock during the Reference Period or
   subsequent to the Reference Period and on or prior to the Transaction Date
   shall be assumed to have occurred on the first day of such Reference Period,

      (3)  any Indebtedness that had been outstanding during the Reference
   Period that has been repaid on or prior to the Transaction Date shall be
   assumed to have been repaid as of the first day of such Reference Period,

      (4)  the Adjusted Consolidated Interest Expense attributable to interest
   on any Indebtedness or dividends on any Disqualified Stock bearing a
   floating interest (or dividend) rate shall be computed on a pro forma basis
   as if the rate in effect on the Transaction Date were the average rate in
   effect during the entire Reference Period and

      (5)  in determining the amount of Indebtedness pursuant to the covenant
   captioned "Limitation on Incurrence of Additional Indebtedness," the
   incurrence of Indebtedness or issuance of Disqualified Stock giving rise to
   the need to calculate the Adjusted Consolidated EBITDA Coverage Ratio and,
   to the extent the net proceeds from the incurrence or issuance thereof are
   used to retire Indebtedness, the application of the proceeds therefrom shall
   be assumed to have occurred on the first day of the Reference Period.

   "Adjusted Consolidated Interest Expense" means, with respect to the Company
and its Restricted Subsidiaries, for the Reference Period, the aggregate amount
(without duplication) of

      (a)  interest expensed in accordance with GAAP (including, in accordance
   with the following sentence, interest attributable to Capitalized Lease
   Obligations, but excluding interest attributable to Dollar-Denominated
   Production Payments and amortization of deferred debt expense) during such
   period in respect of all Indebtedness of the Company and its Restricted
   Subsidiaries (including (1) amortization of original issue discount or
   premium on any Indebtedness (other than with respect to the Existing Notes
   and the Notes), (2) the interest portion of all deferred payment
   obligations, calculated in accordance with GAAP, and (3) all commissions,
   discounts and other fees and charges owed with respect to bankers'
   acceptance financings and currency and interest rate swap arrangements, in
   each case to the extent attributable to such period), and

      (b)  dividend requirements of the Company and its Restricted Subsidiaries
   with respect to any preferred stock dividends (whether in cash or otherwise
   (except dividends paid solely in shares of Qualified Stock)) paid (other
   than to the Company or any of its Restricted Subsidiaries), declared,
   accrued or accumulated during such period, divided by one minus the
   applicable actual combined federal, state, local and foreign income tax rate
   of the Company and its Subsidiaries (expressed as a decimal), on a
   consolidated basis, for the four quarters immediately preceding the date of
   the transaction giving rise to the need to calculate Consolidated Interest
   Expense,

                                      34



in each case to the extent attributable to such period and excluding items
eliminated in consolidation. For purposes of this definition, (a) interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by the Company to be the rate of interest implicit in
such Capitalized Lease Obligation in accordance with GAAP and (b) interest
expense attributable to any Indebtedness represented by the guarantee by the
Company or a Restricted Subsidiary of the Company of an obligation of another
Person shall be deemed to be the interest expense attributable to the
Indebtedness guaranteed.

   "Adjusted Consolidated Net Tangible Assets" or "ACNTA" means, without
duplication, as of the date of determination, (a) the sum of

      (1)  discounted future net revenue from proved oil and gas reserves of
   the Company and its Restricted Subsidiaries calculated in accordance with
   SEC guidelines before any state or federal income taxes, as estimated by
   independent petroleum engineers in a reserve report prepared as of the end
   of the Company's most recently completed fiscal year, as increased by, as of
   the date of determination, the discounted future net revenue of (A)
   estimated proved oil and gas reserves of the Company and its Restricted
   Subsidiaries attributable to any acquisition consummated since the date of
   such year-end reserve report and (B) estimated proved oil and gas reserves
   of the Company and its Restricted Subsidiaries attributable to extensions,
   discoveries and other additions and upward revisions of estimates of proved
   oil and gas reserves due to exploration, development or exploitation,
   production or other activities conducted or otherwise occurring since the
   date of such year-end reserve report which, in the case of sub-clauses (A)
   and (B), would, in accordance with standard industry practice, result in
   such increases as calculated in accordance with SEC guidelines (utilizing
   the prices utilized in such year-end reserve report), and decreased by, as
   of the date of determination, the discounted future net revenue of (C)
   estimated proved oil and gas reserves of the Company and its Restricted
   Subsidiaries produced or disposed of since the date of such year-end reserve
   report and (D) reductions in the estimated oil and gas reserves of the
   Company and its Restricted Subsidiaries since the date of such year-end
   reserve report attributable to downward revisions of estimates of proved oil
   and gas reserves due to exploration, development or exploitation, production
   or other activities conducted or otherwise occurring since the date of such
   year-end reserve report which, in the case of sub-clauses (C) and (D) would,
   in accordance with standard industry practice, result in such decreases as
   calculated in accordance with SEC guidelines (utilizing the prices utilized
   in such year-end reserve report); provided that, in the case of each of the
   determinations made pursuant to clauses (A) through (D), such increases and
   decreases shall be as estimated by the Company's engineers,

      (2)  the capitalized costs that are attributable to oil and gas
   properties of the Company and its Restricted Subsidiaries to which no proved
   oil and gas reserves are attributable, based on the Company's books and
   records as of a date no earlier than the date of the Company's latest annual
   or quarterly financial statements,

      (3)  the Net Working Capital on a date no earlier than the date of the
   Company's latest annual or quarterly financial statements and

      (4)  the greater of (I) the net book value on a date no earlier than the
   date of the Company's latest annual or quarterly financial statements and
   (II) the appraised value, as estimated by independent appraisers, of other
   tangible assets (including Investments in unconsolidated Subsidiaries) of
   the Company and its Restricted Subsidiaries, as of a date no earlier than
   the date of the Company's latest audited financial statements,

minus (b) the sum of

      (1)  minority interests,

      (2)  any gas balancing liabilities of the Company and its Restricted
   Subsidiaries reflected in the Company's latest annual or quarterly financial
   statements,

      (3)  the discounted future net revenue, calculated in accordance with SEC
   guidelines (utilizing the prices utilized in the Company's year-end reserve
   report), attributable to reserves which are required to be

                                      35



   delivered to third parties to fully satisfy the obligations of the Company
   and its Restricted Subsidiaries with respect to Volumetric Production
   Payments on the schedules specified with respect thereto,

      (4)  the discounted future net revenue, calculated in accordance with SEC
   guidelines, attributable to reserves subject to Dollar-Denominated
   Production Payments which, based on the estimates of production included in
   determining the discounted future net revenue specified in (a)(1) above
   (utilizing the same prices utilized in the Company's year-end reserve
   report), would be necessary to fully satisfy the payment obligations of the
   Company and its Restricted Subsidiaries with respect to Dollar-Denominated
   Production Payments on the schedules specified with respect thereto and

      (5)  the discounted future net revenue, calculated in accordance with SEC
   guidelines (utilizing the same prices utilized in the Company's year-end
   reserve report), attributable to reserves subject to participation
   interests, overriding royalty interests or other interests of third parties,
   pursuant to participation, partnership, vendor financing or other agreements
   then in effect, or which otherwise are required to be delivered to third
   parties.

If the Company changes its method of accounting from the full cost method to
the successful efforts method or a similar method of accounting, ACNTA will
continue to be calculated as if the Company were still using the full cost
method of accounting.

   "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person directly or indirectly,
whether through the ownership of voting stock, by contract or otherwise; and
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

   "Asset Sale" means any sale, lease, transfer, exchange or other disposition
(or series of related sales, leases, transfers, exchanges or dispositions)
having a fair market value of $1,000,000 or more of shares of Capital Stock of
a Restricted Subsidiary (other than directors' qualifying shares), or of
property or assets (including the creation of Dollar-Denominated Production
Payments and Volumetric Production Payments, other than Dollar-Denominated
Production Payments and Volumetric Production Payments created or sold in
connection with the financing of, and within 30 days after, the acquisition of
the properties subject thereto) or any interests therein (each referred to for
purposes of this definition as a "disposition") by the Company or any of its
Restricted Subsidiaries, including any disposition by means of a merger,
consolidation or similar transaction, other than

      (a)  by the Company to a Restricted Subsidiary or by a Restricted
   Subsidiary to the Company or another Restricted Subsidiary,

      (b)  a sale of oil, gas or other hydrocarbons or other mineral products
   in the ordinary course of business of the Company's oil and gas production
   operations,

      (c)  any abandonment, farm-in, farm-out, lease and sub-lease of developed
   and/or undeveloped properties made or entered into in the ordinary course of
   business, but excluding (x) any sale of a net profits or overriding royalty
   interest, in each case conveyed from or burdening proved developed or proved
   undeveloped reserves and (y) any sale of hydrocarbons or other mineral
   products as a result of the creation of Dollar-Denominated Production
   Payments or Volumetric Production Payments, other than Dollar-Denominated
   Production Payments and Volumetric Production Payments created or sold in
   connection with the financing of, and within 30 days after, the acquisition
   of the properties subject thereto),

      (d)  the disposition of all or substantially all of the assets of the
   Company in compliance with the covenant captioned "Limitations on Mergers
   and Consolidations,"

      (e)  Sale/Leaseback Transactions in compliance the covenant captioned
   "Limitations on Sale/ Leaseback Transactions,"

                                      36



      (f)  the provision of services and equipment for the operation and
   development of the Company's oil and gas wells, in the ordinary course of
   the Company's oil and gas service businesses, notwithstanding that such
   transactions may be recorded as asset sales in accordance with full cost
   accounting guidelines, and

      (g)  the issuance by the Company of shares of its Capital Stock.

   "Attributable Indebtedness" means, with respect to any particular lease
under which any Person is at the time liable and at any date as of which the
amount thereof is to be determined, the present value of the total net amount
of rent required to be paid by such Person under the lease during the primary
term thereof, without giving effect to any renewals at the option of the
lessee, discounted from the respective due dates thereof to such date at the
rate of interest per annum implicit in the terms of the lease. As used in the
preceding sentence, the "net amount of rent" under any lease for any such
period shall mean the sum of rental and other payments required to be paid with
respect to such period by the lessee thereunder excluding any amounts required
to be paid by such lessee on account of maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges. In the case of any lease
which is terminable by the lessee upon payment of a penalty, such net amount of
rent shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated.

   "Average Life" means, as of the date of determination, with respect to any
Indebtedness, the quotient obtained by dividing (a) the product of (x) the
number of years from such date to the date of each successive scheduled
principal payment of such Indebtedness multiplied by (y) the amount of such
principal payment by (b) the sum of all such principal payments.

   "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of
corporate stock or partnership or limited liability company interests and any
and all warrants, options and rights with respect thereto (whether or not
currently exercisable), including each class of common stock and preferred
stock of such Person.

   "Capitalized Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under a lease of property, real or
personal, that is required to be capitalized for financial reporting purposes
in accordance with GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

   "Change of Control" means the occurrence of any of the following:

      (1)  the sale, lease or transfer, in one or a series of related
   transactions, of all or substantially all of the Company's assets to any
   Person or group (as such term is used in Section 13(d)(3) of the Exchange
   Act), other than to Permitted Holders;

      (2)  the adoption of a plan relating to the liquidation or dissolution of
   the Company;

      (3)  the acquisition, directly or indirectly, by any Person or group (as
   such term is used in Section 13(d)(3) of the Exchange Act), other than
   Permitted Holders, of beneficial ownership (as defined in Rule 13d-3 under
   the Exchange Act, except that such Person shall be deemed to have beneficial
   ownership of all shares that any such Person has the right to acquire,
   whether such right is exercisable immediately or only after passage of time)
   of more than 50% of the aggregate voting power of the Voting Stock of the
   Company; provided, however, that the Permitted Holders beneficially own (as
   defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
   indirectly, in the aggregate a lesser percentage of the total voting power
   of the Voting Stock of the Company than such other Person and do not have
   the right or ability by voting power, contract or otherwise to elect or
   designate for election a majority of the Board of Directors of the Company
   (for the purposes of this definition, such other Person shall be deemed to
   beneficially own any Voting Stock of a specified corporation held by a
   parent corporation, if such other Person is the beneficial owner (as defined
   above), directly or indirectly, of more than 35% of the voting power of the
   Voting Stock of such parent corporation and the Permitted Holders
   beneficially own (as defined in this proviso), directly

                                      37



   or indirectly, in the aggregate a lesser percentage of the voting power of
   the Voting Stock of such parent corporation and do not have the right or
   ability by voting power, contract or otherwise to elect or designate for
   election a majority of the Board of Directors of such parent corporation); or

      (4)  during any period of two consecutive years, individuals who at the
   beginning of such period constituted the Board of Directors of the Company
   (together with any new directors whose election by such Board of Directors
   or whose nomination for election by the shareholders of the Company was
   approved by a vote of 66 2/3% of the directors of the Company then still in
   office who were either directors at the beginning of such period or whose
   election or nomination for election was previously so approved) cease for
   any reason to constitute a majority of the Board of Directors of the Company
   then in office.

   "Consolidated Net Income" of the Company means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP;
provided, however, that there shall not be included in such Consolidated Net
Income:

      (a)  any net income of any Person if such Person is not the Company or a
   Restricted Subsidiary, except that

          (1)  subject to the limitations contained in clause (d) below, the
       Company's equity in the net income of any such Person for such period
       shall be included in such Consolidated Net Income up to the aggregate
       amount of cash or cash equivalents actually distributed by such Person
       during such period to the Company or a Restricted Subsidiary as a
       dividend or other distribution (subject, in the case of a dividend or
       other distribution to a Restricted Subsidiary, to the limitations
       contained in clause (c) below) and

          (2)  the Company's equity in a net loss of any such Person (other
       than an Unrestricted Subsidiary) for such period shall be included in
       determining such Consolidated Net Income;


      (b)  any net income (or loss) of any Person acquired by the Company or a
   Subsidiary in a pooling of interests transaction for any period prior to the
   date of such acquisition;

      (c)  the net income of any Restricted Subsidiary to the extent that the
   payment of dividends or the making of distributions by such Restricted
   Subsidiary, directly or indirectly, to the Company, is prohibited;

      (d)  any gain (but not loss) realized upon the sale or other disposition
   of any property, plant or equipment of the Company or any Restricted
   Subsidiary (including pursuant to any Sale/Leaseback Transaction) which is
   not sold or otherwise disposed of in the ordinary course of business and any
   gain (but not loss) realized upon the sale or other disposition of any
   Capital Stock of any Person;

      (e)  any gain (but not loss) from currency exchange transactions not in
   the ordinary course of business consistent with past practice;

      (f)  the cumulative effect of a change in accounting principles;

      (g)  to the extent deducted in the calculation of net income, the
   non-cash charges associated with the repayment of Indebtedness with the
   proceeds from the sale of the Notes or any other Senior Indebtedness
   scheduled to mature no earlier than the Indebtedness being repaid and the
   prepayment of any of the Notes or such other Senior Indebtedness;

      (h)  any writedowns of non-current assets; provided, however, that any
   "ceiling limitation" writedowns under SEC guidelines shall be treated as
   capitalized costs, as if such writedowns had not occurred;

      (i)  any gain (but not loss) attributable to extraordinary items; and

      (j)  any unrealized non-cash gains or losses or charges in respect of
   hedge or non-hedge derivatives (including those resulting from the
   application of FAS 133).

                                      38



   "Consolidated Tangible Net Worth" means, with respect to the Company and its
Restricted Subsidiaries, as at any date of determination, the sum of Capital
Stock (other than Disqualified Stock) and additional paid-in capital plus
retained earnings (or minus accumulated deficit) minus all intangible assets,
including, without limitation, organization costs, patents, trademarks,
copyrights, franchises, research and development costs, and any amount
reflected in treasury stock, of the Company and its Restricted Subsidiaries
determined on a consolidated basis in accordance with GAAP.

   "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Company's existing credit facility) or commercial paper
facilities, in each case with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables) or letters of
credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

   "Currency Hedge Obligations" means, at any time as to the Company and its
Restricted Subsidiaries, the obligations of such Person at such time that were
incurred in the ordinary course of business pursuant to any foreign currency
exchange agreement, option or futures contract or other similar agreement or
arrangement designed to protect against or manage such Person's or any of its
Subsidiaries' exposure to fluctuations in foreign currency exchange rates.

   "Disinterested Director" means, with respect to an Affiliate Transaction or
series of related Affiliate Transactions, a member of the Board of Directors of
the Company who has no financial interest, and whose employer has no financial
interest, in such Affiliate Transaction or series of related Affiliate
Transactions.

   "Disqualified Stock" means any Capital Stock of the Company or any
Restricted Subsidiary of the Company which, by its terms (or by the terms of
any security into which it is convertible or for which it is exchangeable), or
upon the happening of any event or with the passage of time, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the Maturity Date or which is exchangeable or convertible into debt
securities of the Company or any Restricted Subsidiary of the Company, except
to the extent that such exchange or conversion rights cannot be exercised prior
to the Maturity Date.

   "Dollar-Denominated Production Payments" mean production payment obligations
recorded as liabilities in accordance with GAAP, together with all undertakings
and obligations in connection therewith.

   "Equity Offering" means any underwritten public offering of Capital Stock
(other than Disqualified Stock) of the Company pursuant to a registration
statement filed pursuant to the Securities Act of 1933 or any private placement
of Capital Stock (other than Disqualified Stock) of the Company (other than to
any Person who, prior to such private placement, was an Affiliate of the
Company) which offering or placement is consummated after the Issue Date.

   "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC hereunder.

   "Existing Notes" means the Company's outstanding (a) 7.875% Senior Notes due
2004, (b) 8.5% Senior Notes due 2012, (c) 8.125% Senior Notes due 2011, (d)
8.375% Senior Notes due 2008 and (e) 9% Senior Notes due 2012 and (f) 7.75%
Senior Notes due 2015.

   "GAAP" means generally accepted accounting principles as in effect in the
United States of America as of the Issue Date.

   "Guarantee" means, individually and collectively, the guarantees given by
the Subsidiary Guarantors pursuant to Article Ten of the Indenture.

                                      39



   "Holder" means a Person in whose name a Note is registered on the
Registrar's books.

   "Indebtedness" means, without duplication, with respect to any Person,

      (a)  all obligations of such Person

          (1)   in respect of borrowed money (whether or not the recourse of
       the lender is to the whole of the assets of such Person or only to a
       portion thereof),

          (2)  evidenced by bonds, notes, debentures or similar instruments,

          (3)  representing the balance deferred and unpaid of the purchase
       price of any property or services (other than accounts payable or other
       obligations arising in the ordinary course of business),

          (4)  evidenced by bankers' acceptances or similar instruments issued
       or accepted by banks,

          (5)  for the payment of money relating to a Capitalized Lease
       Obligation, or

          (6)  evidenced by a letter of credit or a reimbursement obligation of
       such Person with respect to any letter of credit;

      (b)  all net obligations of such Person in respect of Currency Hedge
   Obligations, Interest Rate Hedge Agreements and Oil and Gas Hedging
   Contracts, except to the extent such net obligations are taken into account
   in the determination of future net revenues from proved oil and gas reserves
   for purposes of the calculation of Adjusted Consolidated Net Tangible Assets;

      (c)  all liabilities of others of the kind described in the preceding
   clauses (a) or (b) that such Person has guaranteed or that are otherwise its
   legal liability (including, with respect to any Production Payment, any
   warranties or guaranties of production or payment by such Person with
   respect to such Production Payment but excluding other contractual
   obligations of such Person with respect to such Production Payment);

      (d)  Indebtedness (as otherwise defined in this definition) of another
   Person secured by a Lien on any asset of such Person, whether or not such
   Indebtedness is assumed by such Person, the amount of such obligations being
   deemed to be the lesser of

          (1)  the full amount of such obligations so secured and

          (2)  the fair market value of such asset, as determined in good faith
       by the Board of Directors of such Person, which determination shall be
       evidenced by a resolution of such Board;

      (e)  with respect to such Person, the liquidation preference or any
   mandatory redemption payment obligations in respect of Disqualified Stock;

      (f)  the aggregate preference in respect of amounts payable on the issued
   and outstanding shares of preferred stock of any of the Company's Restricted
   Subsidiaries in the event of any voluntary or involuntary liquidation,
   dissolution or winding up (excluding any such preference attributable to
   such shares of preferred stock that are owned by such Person or any of its
   Restricted Subsidiaries; provided, that if such Person is the Company, such
   exclusion shall be for such preference attributable to such shares of
   preferred stock that are owned by the Company or any of its Restricted
   Subsidiaries); and

      (g)  any and all deferrals, renewals, extensions, refinancings and
   refundings (whether direct or indirect) of, or amendments, modifications or
   supplements to, any liability of the kind described in any of the preceding
   clauses (a), (b), (c), (d), (e) or (f) or this clause (g), whether or not
   between or among the same parties.

Subject to clause (c) of the preceding sentence, neither Dollar-Denominated
Production Payments nor Volumetric Production Payments shall be deemed to be
Indebtedness.

   "Interest Rate Hedging Agreements" means, with respect to the Company and
its Restricted Subsidiaries, the obligations of such Persons under (a) interest
rate swap agreements, interest rate cap agreements and interest

                                      40



rate collar agreements and (b) other agreements or arrangements designed to
protect any such Person or any of its Subsidiaries against fluctuations in
interest rates.

   "Investment" of any Person means (a) all investments by such Person in any
other Person in the form of loans, advances or capital contributions, (b) all
guarantees of Indebtedness or other obligations of any other Person by such
Person, (c) all purchases (or other acquisitions for consideration) by such
Person of assets, Indebtedness, Capital Stock or other securities of any other
Person and (d) all other items that would be classified as investments
(including, without limitation, purchases of assets outside the ordinary course
of business) or advances on a balance sheet of such Person prepared in
accordance with GAAP.

   "Issue Date" means the first date on which the Notes are originally issued,
March 5, 2003.

   "Lien" means, with respect to any Person, any mortgage, pledge, lien,
encumbrance, easement, restriction, covenant, right-of-way, charge or adverse
claim affecting title or resulting in an encumbrance against real or personal
property of such Person, or a security interest of any kind (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option, right of first refusal or other similar agreement to sell,
in each case securing obligations of such Person and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or
equivalent statute or statutes) of any jurisdiction).

   "Make-Whole Amount" with respect to a Note means an amount equal to the
excess, if any, of (a) the present value of the remaining interest, premium and
principal payments due on such Note (excluding any portion of such payments of
interest accrued as of the redemption date) as if such Note were redeemed on
September 15, 2008, computed using a discount rate equal to the Treasury Rate
plus 50 basis points, over (b) the outstanding principal amount of such Note.
"Treasury Rate" with respect to a Note means the yield to maturity (calculated
on a semi-annual bond equivalent basis) at the time of the computation of
United States Treasury securities with a constant maturity (as compiled by and
published in the most recent Federal Reserve Statistical Release H.15(519),
which has become publicly available at least two business days prior to the
date of the redemption notice or, if such Statistical Release is no longer
published, any publicly available source of similar market data) most nearly
equal to the then remaining maturity of such Note assuming that such Note will
be redeemed on September 15, 2008; provided, however, that if the Make-Whole
Average Life of a Note is not equal to the constant maturity of the United
States Treasury security for which a weekly average yield is given, the
Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the
Make-Whole Average Life of such Note is less than one year, the weekly average
yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used. "Make-Whole Average Life" means,
with respect to a Note, the number of years (calculated to the nearest
one-twelfth of a year) between the date of redemption of such Note and
September 15, 2008.

   "Make-Whole Price" means the greater of (a) the sum of the outstanding
principal amount of the Notes to be redeemed plus the Make-Whole Amount of such
Notes and (b) the redemption price (expressed as a percentage of the principal
amount) of such Notes on September 15, 2008.

   "Maturity Date" means September 15, 2013.

   "Net Available Proceeds" means, with respect to any Asset Sale or
Sale/Leaseback Transaction of any Person, cash proceeds received (including any
cash proceeds received by way of deferred payment of principal pursuant to a
note or installment receivable or otherwise, but only as and when received, and
excluding any other consideration until such time as such consideration is
converted into cash) therefrom, in each case net of all legal, title and
recording tax expenses, commissions and other fees and expenses incurred, and
all federal, state or local taxes required to be accrued as a liability as a
consequence of such Asset Sale or Sale/Leaseback Transaction, and in each case
net of all Indebtedness which is secured by such assets, in accordance with the
terms of any Lien upon or with respect to such assets, or which must, by its
terms or in order to obtain a necessary consent to such

                                      41



Asset Sale or Sale/Leaseback Transaction or by applicable law, be repaid out of
the proceeds from such Asset Sale or Sale/Leaseback Transaction and which is
actually so repaid.

   "Net Cash Proceeds" means, in the case of any sale by the Company of
securities pursuant to clauses (3) (B) or (C) of the covenant captioned
"Limitation on Restricted Payments," the aggregate net cash proceeds received
by the Company, after payment of expenses, commissions, discounts, taxes and
any other transaction costs incurred in connection therewith.

   "Net Working Capital" means (a) all current assets of the Company and its
Restricted Subsidiaries, minus (b) all current liabilities of the Company and
its Restricted Subsidiaries, except current liabilities included in
Indebtedness.

   "Non-Recourse Indebtedness" means Indebtedness or that portion of
Indebtedness of a Non-Recourse Subsidiary as to which (a) neither the Company
nor any other Subsidiary (other than a Non-Recourse Subsidiary) (1) provides
credit support, including any undertaking, agreement or instrument which would
constitute Indebtedness or (2) is directly or indirectly liable for such
Indebtedness and (b) no default with respect to such Indebtedness (including
any rights which the holders thereof may have to take enforcement action
against a Non-Recourse Subsidiary) would permit (upon notice, lapse of time or
both) any holder of any other Indebtedness (other than Non-Recourse
Indebtedness) of the Company or its Subsidiaries (other than a Non-Recourse
Subsidiary) to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity.

   "Non-Recourse Subsidiary" means a Subsidiary or an Affiliate (1) established
for the purpose of acquiring or investing in property securing Non-Recourse
Indebtedness, (2) substantially all of the assets of which consist of property
securing Non-Recourse Indebtedness, and (3) which shall have been designated as
a Non-Recourse Subsidiary by a Board Resolution adopted by the Board of
Directors of the Company, as evidenced by an officers' certificate delivered to
the Trustee. The Company may redesignate any Non-Recourse Subsidiary of the
Company to be a Subsidiary other than a Non-Recourse Subsidiary by a Board
Resolution adopted by the Board of Directors of the Company, as evidenced by an
officers' certificate delivered to the Trustee, if, after giving effect to such
redesignation, the Company could borrow $1.00 of additional Indebtedness (other
than Permitted Indebtedness) pursuant to the first paragraph of the covenant
captioned "Limitation on Incurrence of Additional Indebtedness" (such
redesignation being deemed an incurrence of additional Indebtedness (other than
Non-Recourse Indebtedness)).

   "Oil and Gas Business" means the business of the exploration for, and
exploitation, development, production, processing (but not refining),
marketing, storage and transportation of, hydrocarbons, and other related
energy and natural resource businesses (including oil and gas services
businesses related to the foregoing).

   "Oil and Gas Hedging Contracts" means any oil and gas purchase or hedging
agreement, and other agreement or arrangement, in each case, that is designed
to provide protection against price fluctuations of oil, gas or other
commodities.

   "Oil and Gas Securities" means the Voting Stock of a Person primarily
engaged in the Oil and Gas Business, provided that such Voting Stock shall
constitute a majority of the Voting Stock of such Person in the event that such
Voting Stock is not registered under Section 12 of the Exchange Act.

   "Permitted Business Investments" means

      (1)  Investments in assets used in the Oil and Gas Business;

      (2)  the acquisition of Oil and Gas Securities;

                                      42



      (3)  the entry into operating agreements, joint ventures, processing
   agreements, farm-out agreements, development agreements, area of mutual
   interest agreements, contracts for the sale, transportation or exchange of
   oil and natural gas, unitization agreements, pooling arrangements, joint
   bidding agreements, service contracts, partnership agreements (whether
   general or limited) or other similar or customary agreements, transactions,
   properties, interests or arrangements, and Investments and expenditures in
   connection therewith or pursuant thereto, in each case made or entered into
   in the ordinary course of the Oil and Gas Business, excluding, however,
   Investments in corporations;

      (4)  the acquisition of working interests, royalty interests or mineral
   leases relating to oil and gas properties;

      (5)  Investments by the Company or any Restricted Subsidiary in any
   Person which, immediately prior to the making of such Investment, is a
   Restricted Subsidiary;

      (6)  Investments in the Company by any Restricted Subsidiary;

      (7)  Investments permitted under the covenants captioned "Limitation on
   Sale of Assets" and "Limitation on Sale/Leaseback Transactions";

      (8)  Investments in any Person the consideration for which consists of
   Qualified Stock and

      (9)  any other Investments in an amount not to exceed 10% of Adjusted
   Consolidated Net Tangible Assets determined as of the date of the making or
   incurrence of such Investment.

   "Permitted Company Refinancing Indebtedness" means Indebtedness of the
Company, the net proceeds of which are used to renew, extend, refinance, refund
or repurchase outstanding Indebtedness of the Company, provided that

      (1)  if the Indebtedness (including the Notes) being renewed, extended,
   refinanced, refunded or repurchased is pari passu with or subordinated in
   right of payment to the Notes, then such Indebtedness is pari passu or
   subordinated in right of payment to, as the case may be, the Notes at least
   to the same extent as the Indebtedness being renewed, extended, refinanced,
   refunded or repurchased,

      (2)  such Indebtedness is scheduled to mature no earlier than the
   Indebtedness being renewed, extended, refinanced, refunded or repurchased,
   and

      (3)  such Indebtedness has an Average Life at the time such Indebtedness
   is incurred that is equal to or greater than the Average Life of the
   Indebtedness being renewed, extended, refinanced, refunded or repurchased;

provided, further, that such Indebtedness (to the extent that such Indebtedness
constitutes Permitted Company Refinancing Indebtedness) is in an aggregate
principal amount (or, if such Indebtedness is issued at a price less than the
principal amount thereof, the aggregate amount of gross proceeds therefrom is)
not in excess of the aggregate principal amount then outstanding of the
Indebtedness being renewed, extended, refinanced, refunded or repurchased (or
if the Indebtedness being renewed, extended, refinanced, refunded or
repurchased was issued at a price less than the principal amount thereof, then
not in excess of the amount of liability in respect thereof determined in
accordance with GAAP).

   "Permitted Financial Investments" means the following kinds of instruments
if, in the case of instruments referred to in clauses (1)-(4) below, on the
date of purchase or other acquisition of any such instrument by the Company or
any Subsidiary, the remaining term to maturity is not more than one year:

      (1)  readily marketable obligations issued or unconditionally guaranteed
   as to principal of and interest thereon by the United States of America or
   by any agency or authority controlled or supervised by and acting as an
   instrumentality of the United States of America;

      (2)  repurchase obligations for instruments of the type described in
   clause (1) for which delivery of the instrument is made against payment;

                                      43



      (3)  obligations (including, but not limited to, demand or time deposits,
   bankers' acceptances and certificates of deposit) issued by a depository
   institution or trust company incorporated or doing business under the laws
   of the United States of America, any state thereof or the District of
   Columbia or a branch or subsidiary of any such depository institution or
   trust company operating outside the United States, provided, that such
   depository institution or trust company has, at the time of the Company's or
   such Subsidiary's investment therein or contractual commitment providing for
   such investment, capital surplus or undivided profits (as of the date of
   such institution's most recently published financial statements) in excess
   of $500,000,000;

      (4)  commercial paper issued by any corporation, if such commercial paper
   has, at the time of the Company's or any Subsidiary's investment therein or
   contractual commitment providing for such investment, credit ratings of A-1
   (or higher) by Standard & Poor's Ratings Services and P-1 (or higher) by
   Moody's Investors Service, Inc.; and

      (5)  money market mutual or similar funds having assets in excess of
   $500,000,000.

   "Permitted Holders" means Aubrey K. McClendon and Tom L. Ward and their
respective Affiliates.

   "Permitted Indebtedness" means

      (1)  additional Indebtedness of the Company and its Restricted
   Subsidiaries under Credit Facilities in a principal amount outstanding under
   this clause (1) at any time not to exceed the greater of

          (a)  $300 million and

          (b)  $100 million plus 20% of Adjusted Consolidated Net Tangible
       Assets;

      (2)  Indebtedness of the Company and its Restricted Subsidiaries
   outstanding on the Issue Date;

      (3)  other Indebtedness of the Company and its Restricted Subsidiaries in
   a principal amount not to exceed $40 million at any one time outstanding;

      (4)  Non-Recourse Indebtedness;

      (5)  Indebtedness of the Company to any Restricted Subsidiary of the
   Company and Indebtedness of any Restricted Subsidiary of the Company to the
   Company or another Restricted Subsidiary of the Company;

      (6)  Permitted Company Refinancing Indebtedness;

      (7)  Permitted Subsidiary Refinancing Indebtedness;

      (8)  obligations of the Company and its Restricted Subsidiaries under
   Currency Hedge Obligations, Oil and Gas Hedging Contracts or Interest Rate
   Hedging Agreements;

      (9)  Indebtedness under the Notes (excluding any Add On Notes);

      (10)  Indebtedness of a Subsidiary pursuant to a Guarantee of the Notes
   in accordance with the Indenture; and

      (11)  Indebtedness consisting of any guarantee by the Company or one of
   its Restricted Subsidiaries of Indebtedness of the Company or a Restricted
   Subsidiary outstanding on the Issue Date or permitted by the Indenture to be
   incurred thereafter by the Company or its Restricted Subsidiary.

   "Permitted Investments" means Permitted Business Investments and Permitted
Financial Investments.

   "Permitted Liens" means

      (1)  Liens existing on the Issue Date;

      (2)  Liens securing Indebtedness under Credit Facilities permitted by the
   Indenture to be incurred;

                                      44



      (3)  Liens now or hereafter securing any obligations under Interest Rate
   Hedging Agreements so long as the related Indebtedness (a) constitutes the
   Existing Notes or the Notes (or any Permitted Company Refinancing
   Indebtedness in respect thereof) or (b) is, or is permitted to be under the
   Indenture, secured by a Lien on the same property securing such interest
   rate hedging obligations;

      (4)  Liens securing Permitted Company Refinancing Indebtedness or
   Permitted Subsidiary Refinancing Indebtedness; provided, that such Liens
   extend to or cover only the property or assets currently securing the
   Indebtedness being refinanced and that the Indebtedness being refinanced was
   not incurred under the Credit Facilities;

      (5)  Liens for taxes, assessments and governmental charges not yet
   delinquent or being contested in good faith and for which adequate reserves
   have been established to the extent required by GAAP;

      (6)  mechanics', worker's, materialmen's, operators' or similar Liens
   arising in the ordinary course of business;

      (7)  Liens in connection with worker's compensation, unemployment
   insurance or other social security, old age pension or public liability
   obligations;

      (8)  Liens, deposits or pledges to secure the performance of bids,
   tenders, contracts (other than contracts for the payment of money), leases,
   public or statutory obligations, surety, stay, appeal, indemnity,
   performance or other similar bonds, or other similar obligations arising in
   the ordinary course of business;

      (9)  survey exceptions, encumbrances, easements or reservations of, or
   rights of others for, rights of way, zoning or other restrictions as to the
   use of real properties, and minor defects in title which, in the case of any
   of the foregoing, were not incurred or created to secure the payment of
   borrowed money or the deferred purchase price of property or services, and
   in the aggregate do not materially adversely affect the value of such
   properties or materially impair use for the purposes of which such
   properties are held by the Company or any Restricted Subsidiaries;

      (10)  Liens on, or related to, properties to secure all or part of the
   costs incurred in the ordinary course of business of exploration, drilling,
   development or operation thereof;

      (11)  Liens on pipeline or pipeline facilities which arise out of
   operation of law;

      (12)  judgment and attachment Liens not giving rise to an Event of
   Default or Liens created by or existing from any litigation or legal
   proceeding that are currently being contested in good faith by appropriate
   proceedings and for which adequate reserves have been made;

      (13)  (a)  Liens upon any property of any Person existing at the time of
   acquisition thereof by the Company or a Restricted Subsidiary, (b) Liens
   upon any property of a Person existing at the time such Person is merged or
   consolidated with the Company or any Restricted Subsidiary or existing at
   the time of the sale or transfer of any such property of such Person to the
   Company or any Restricted Subsidiary, or (c) Liens upon any property of a
   Person existing at the time such Person becomes a Restricted Subsidiary;
   provided, that in each case such Lien has not been created in contemplation
   of such sale, merger, consolidation, transfer or acquisition, and provided
   that in each such case no such Lien shall extend to or cover any property of
   the Company or any Restricted Subsidiary other than the property being
   acquired and improvements thereon;

      (14)  Liens on deposits to secure public or statutory obligations or in
   lieu of surety or appeal bonds entered into in the ordinary course of
   business;

      (15)  Liens in favor of collecting or payor banks having a right of
   setoff, revocation, refund or chargeback with respect to money or
   instruments of the Company or any Subsidiary on deposit with or in
   possession of such bank;

      (16)  purchase money security interests granted in connection with the
   acquisition of assets in the ordinary course of business and consistent with
   past practices, provided, that (A) such Liens attach only to

                                      45



   the property so acquired with the purchase money indebtedness secured
   thereby and (B) such Liens secure only Indebtedness that is not in excess of
   100% of the purchase price of such assets;

      (17)  Liens reserved in oil and gas mineral leases for bonus or rental
   payments and for compliance with the terms of such leases;

      (18)  Liens arising under partnership agreements, oil and gas leases,
   farm-out agreements, division orders, contracts for the sale, purchase,
   exchange, transportation or processing (but not refining) of oil, gas or
   other hydrocarbons, unitization and pooling declarations and agreements,
   development agreements, operating agreements, area of mutual interest
   agreements, and other similar agreements which are customary in the Oil and
   Gas Business;

      (19)  Liens securing obligations of the Company or any of its Restricted
   Subsidiaries under Currency Hedge Obligations or Oil and Gas Hedging
   Contracts; and

      (20)  Liens to secure Dollar-Denominated Production Payments and
   Volumetric Production Payments.

   "Permitted Subsidiary Refinancing Indebtedness" means Indebtedness of any
Restricted Subsidiary, the net proceeds of which are used to renew, extend,
refinance, refund or repurchase outstanding Indebtedness of such Restricted
Subsidiary, provided that

      (1)  if the Indebtedness (including the Guarantees) being renewed,
   extended, refinanced, refunded or repurchased is pari passu with or
   subordinated in right of payment to the Guarantees, then such Indebtedness
   is pari passu with or subordinated in right of payment to, as the case may
   be, the Guarantees at least to the same extent as the Indebtedness being
   renewed, extended, refinanced, refunded or repurchased,

      (2)  such Indebtedness is scheduled to mature no earlier than the
   Indebtedness being renewed, extended, refinanced, refunded or repurchased,
   and

      (3)  such Indebtedness has an Average Life at the time such Indebtedness
   is incurred that is equal to or greater than the Average Life of the
   Indebtedness being renewed, extended, refinanced, refunded or repurchased;

provided, further, that such Indebtedness (to the extent that such Indebtedness
constitutes Permitted Subsidiary Refinancing Indebtedness) is in an aggregate
principal amount (or, if such Indebtedness is issued at a price less than the
principal amount thereof, the aggregate amount of gross proceeds therefrom is)
not in excess of the aggregate principal amount then outstanding of the
Indebtedness being renewed, extended, refinanced, refunded or repurchased (or
if the Indebtedness being renewed, extended, refinanced, refunded or
repurchased was issued at a price less than the principal amount thereof, then
not in excess of the amount of liability in respect thereof determined in
accordance with GAAP); provided, however, that a Restricted Subsidiary shall
not incur refinancing Indebtedness to renew, extend, refinance, refund or
repurchase outstanding Indebtedness of the Company or another Subsidiary.

   "Person" means any individual, corporation, partnership, joint venture,
trust, estate, unincorporated organization or government or any agency or
political subdivision thereof.

   "Preferred Stock" means the 624,037 shares of 7% Cumulative Convertible
Preferred Stock of the Company having a par value of $0.01 per share and a
liquidation preference of $50 per share issued by the Company, all of which
shares were redeemed as of May 1, 2001.

   "Preferred Stock Offering" means the private placement of the Preferred
Stock that closed on or about April 22, 1998.

   "Production Payments" means, collectively, Dollar-Denominated Production
Payments and Volumetric Production Payments.

                                      46



   "Proved Developed Properties" means working interests, royalty interests,
and other interests in oil, gas or mineral leases or other interests in oil,
gas or mineral properties to which reserves are attributed which may properly
be categorized as proved developed reserves under Regulation S-X under the
Securities Act; together with all contracts, agreements and contract rights
which cover, affect or otherwise relate to such interests; all hydrocarbons and
all payments of any type in lieu of production; all improvements, fixtures,
equipment, information, data and other property used in connection therewith or
in connection with the treating, handling, storing, processing, transporting or
marketing of such hydrocarbons; all insurance policies relating thereto or to
the operation thereof; all personal property related thereto; and all proceeds
thereof.

   "Qualified Stock" means any Capital Stock that is not Disqualified Stock.

   "Reference Date" means March 31, 1998.

   "Reference Period" means, with respect to any Person, the period of four
consecutive fiscal quarters ending with the last full fiscal quarter for which
financial information is available immediately preceding any date upon which
any determination is to be made pursuant to the terms of either Indenture or
the related Notes.

   "Restricted Payment" means, with respect to any Person, any of the following:

      (1)  any dividend or other distribution in respect of such Person's
   Capital Stock (other than (a) dividends or distributions payable solely in
   Capital Stock (other than Disqualified Stock), (b) in the case of Restricted
   Subsidiaries of the Company, dividends or distributions payable to the
   Company or to a Restricted Subsidiary of the Company and (c) in the case of
   the Company, cash dividends payable on the Preferred Stock);

      (2)  the purchase, redemption or other acquisition or retirement for
   value of any Capital Stock, or any option, warrant, or other right to
   acquire shares of Capital Stock, of the Company or any of its Restricted
   Subsidiaries;

      (3)  the making of any principal payment on, or the purchase, defeasance,
   repurchase, redemption or other acquisition or retirement for value, prior
   to any scheduled maturity, scheduled repayment or scheduled sinking fund
   payment, of any Indebtedness which is subordinated in right of payment to
   the Notes; and

      (4)  the making by such Person of any Investment other than a Permitted
   Investment.

   "Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided, however, that, immediately
after giving effect to such designation of any Unrestricted Subsidiary, the
Company could incur at least $1.00 in additional Indebtedness (other than
Permitted Indebtedness) pursuant to the first paragraph of the covenant
captioned "Limitation on Incurrence of Additional Indebtedness."

   "Sale/Leaseback Transaction" means with respect to the Company or any of its
Restricted Subsidiaries, any arrangement with any Person providing for the
leasing by the Company or any of its Restricted Subsidiaries of any principal
property, acquired or placed into service more than 180 days prior to such
arrangement, whereby such property has been or is to be sold or transferred by
the Company or any of its Restricted Subsidiaries to such Person.

   "Senior Indebtedness" means any Indebtedness of the Company or a Subsidiary
Guarantor (whether outstanding on the Issue Date or thereafter incurred),
unless such Indebtedness is contractually subordinate or junior in right of
payment of principal, premium and interest to the Notes or the Guarantees,
respectively.

   "Subordinated Indebtedness of a Subsidiary Guarantor" means any Indebtedness
of such Subsidiary Guarantor, whether outstanding on the Issue Date or
thereafter created, incurred or assumed, which is contractually subordinate or
junior in right of payment of principal, premium and interest to the Guarantees.

                                      47



   "Subordinated Indebtedness of the Company" means any Indebtedness of the
Company, whether outstanding on the Issue Date or thereafter created, incurred
or assumed, which is contractually subordinate or junior in right of payment of
principal, premium and interest to the Notes.

   "Subsidiary" means any subsidiary of the Company. A "subsidiary" of any
Person means

      (1)  a corporation a majority of whose Voting Stock is at the time,
   directly or indirectly, owned by such Person, by one or more subsidiaries of
   such Person or by such Person and one or more subsidiaries of such Person,

      (2)  a partnership in which such Person or a subsidiary of such Person
   is, at the date of determination, a general or limited partner of such
   partnership, but only if such Person or its subsidiary is entitled to
   receive more than 50 percent of the assets of such partnership upon its
   dissolution, or

      (3)  any other Person (other than a corporation or partnership) in which
   such Person, directly or indirectly, at the date of determination thereof,
   has (x) at least a majority ownership interest or (y) the power to elect or
   direct the election of a majority of the directors or other governing body
   of such Person.

   "Subsidiary Guarantor" means (a) each of the Subsidiaries that becomes a
guarantor of the Notes in compliance with the provisions of the Indenture and
(b) each of the Subsidiaries executing a supplemental indenture in which such
Subsidiary agrees to be bound by the terms of the Indenture.

   "Unrestricted Subsidiary" means (a) Chesapeake Energy Marketing, Inc. until
such time as such Subsidiary shall be designated as a Restricted Subsidiary in
accordance with the requirements of the Indenture, (b) any Subsidiary of an
Unrestricted Subsidiary and (c) any Subsidiary of the Company or of a
Restricted Subsidiary that is designated as an Unrestricted Subsidiary by a
resolution adopted by the Board of Directors in accordance with the
requirements of the following sentence. The Company may designate any
Subsidiary of the Company or of a Restricted Subsidiary (including a newly
acquired or newly formed Subsidiary or any Restricted Subsidiary of the
Company), to be an Unrestricted Subsidiary by a resolution of the Board of
Directors of the Company, as evidenced by written notice thereof delivered to
the Trustee, if immediately after giving effect to such designation,

      (1)  the Company could incur $1.00 of additional Indebtedness (other than
   Permitted Indebtedness) pursuant to the first paragraph of the covenant
   captioned "Limitation on Incurrence of Additional Indebtedness,"

      (2)  the Company could make an additional Restricted Payment of $1.00
   pursuant to the first paragraph of the covenant captioned "Limitation on
   Restricted Payments,"

      (3)  such Subsidiary does not own or hold any Capital Stock of, or any
   lien on any property of, the Company or any Restricted Subsidiary and

      (4)  such Subsidiary is not liable, directly or indirectly, with respect
   to any Indebtedness other than Unrestricted Subsidiary Indebtedness.

   "Unrestricted Subsidiary Indebtedness" of any Person means Indebtedness of
such Person

      (a)  as to which neither the Company nor any Restricted Subsidiary is
   directly or indirectly liable (by virtue of the Company's or such Restricted
   Subsidiary's being the primary obligor, or guarantor of, or otherwise liable
   in any respect on, such Indebtedness),

      (b)  which, with respect to Indebtedness incurred after the Issue Date by
   the Company or any Restricted Subsidiary, upon the occurrence of a default
   with respect thereto, does not result in, or permit any holder of any
   Indebtedness of the Company or any Restricted Subsidiary to declare a
   default on such Indebtedness of the Company or any Restricted Subsidiary and

                                      48



      (c)  which is not secured by any assets of the Company or of any
   Restricted Subsidiary.

   "U.S. Government Securities" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which, in either case
under clauses (1) or (2) are not callable or redeemable at the option of the
issuer thereof.

   "U.S. Legal Tender" means such coin or currency of the United States as at
the time of payment shall be legal tender for the payment of public and private
debts.

   "Volumetric Production Payments" mean production payment obligations
recorded as deferred revenue in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

   "Voting Stock" means, with respect to any Person, securities of any class or
classes of Capital Stock in such Person entitling the holders thereof (whether
at all times or only so long as no senior class of stock has voting power by
reason of contingency) to vote in the election of members of the Board of
Directors or other governing body of such Person.

Events of Default

   The following will be Events of Default with respect to the Notes:

      (1)  default by the Company or any Subsidiary Guarantor in the payment of
   principal of or premium, if any, on the Notes when due and payable at
   maturity, upon repurchase pursuant to the covenants described under
   "Limitation on Sale of Assets" or "Change of Control," upon acceleration or
   otherwise;

      (2)  default by the Company or any Subsidiary Guarantor for 30 days in
   payment of any interest on the Notes;

      (3)  default by the Company or any Subsidiary Guarantor in the deposit of
   any optional redemption payment;

      (4)  default on any other Indebtedness (other than Non-Recourse
   Indebtedness and Unrestricted Subsidiary Indebtedness) of the Company, any
   Subsidiary Guarantor or any other Subsidiary (other than a Non-Recourse
   Subsidiary or an Unrestricted Subsidiary) if either

          (A)  such default results in the acceleration of the maturity of any
       such Indebtedness having a principal amount of $10.0 million or more
       individually or, taken together with the principal amount of any other
       such Indebtedness the maturity of which has been so accelerated, in the
       aggregate, or

          (B)  such default results from the failure to pay when due principal
       of, premium, if any, or interest on, any such Indebtedness, after giving
       effect to any applicable grace period (a "Payment Default"), having a
       principal amount of $10.0 million or more individually or, taken
       together with the principal amount of any other Indebtedness under which
       there has been a Payment Default, in the aggregate;

      (5)  default in the performance, or breach of, the covenants set forth in
   the covenants captioned "Limitation on Restricted Payments" and "Limitations
   on Mergers and Consolidations," or in the performance, or breach of, any
   other covenant or agreement of the Company or any Subsidiary Guarantor in
   the Indenture and failure to remedy such default within a period of 45 days
   after written notice thereof from the Trustee or Holders of 25% of the
   principal amount of the outstanding Notes;

      (6)  the entry by a court of one or more judgments or orders for the
   payment of money against the Company, any Subsidiary Guarantor or any other
   Subsidiary (other than a Non-Recourse Subsidiary or an Unrestricted
   Subsidiary, provided that neither the Company nor any Restricted Subsidiary
   is liable, directly

                                      49



   or indirectly, for such judgment or order) in an aggregate amount in excess
   of $10.0 million (net of applicable insurance coverage by a third party
   insurer which is acknowledged in writing by such insurer) that has not been
   vacated, discharged, satisfied or stayed pending appeal within 60 days from
   the entry thereof;

      (7)  the failure of a Guarantee by a Subsidiary Guarantor to be in full
   force and effect, or the denial or disaffirmance by such entity thereof; or

      (8)  certain events involving bankruptcy, insolvency or reorganization of
   the Company or any Subsidiary of the Company (other than a Non-Recourse
   Subsidiary or an Unrestricted Subsidiary).

   The Indenture provides that the Trustee may withhold notice to the Holders
of the Notes of any default (except in payment of principal of, or premium, if
any, or interest on the Notes) if the Trustee considers it in the interest of
the Holders of the Notes to do so.

   If an Event of Default occurs and is continuing, the Trustee or the Holders
of not less than 25% in principal amount of the Notes outstanding may declare
the principal of and premium, if any, and accrued but unpaid interest on all
the Notes to be due and payable. Upon such a declaration, such principal,
premium, if any, and interest will be due and payable immediately. If an Event
of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company or any Subsidiary of the Company (other than a
Non-Recourse Subsidiary or an Unrestricted Subsidiary) occurs and is
continuing, the principal of, and premium, if any, and interest on all the
Notes will become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders of the Notes. The amount
due and payable on the acceleration of any Note will be equal to 100% of the
principal amount of the Note, plus accrued and unpaid interest to the date of
payment. Under certain circumstances, the Holders of a majority in principal
amount of the outstanding Notes may rescind any such acceleration with respect
to the Notes and its consequences.

   No Holder of a Note may pursue any remedy under the Indenture unless

      (1)  the Trustee shall have received written notice of a continuing Event
   of Default,

      (2)  the Trustee shall have received a request from Holders of at least
   25% in principal amount of the Notes to pursue such remedy,

      (3)  the Trustee shall have been offered indemnity reasonably
   satisfactory to it,

      (4)  the Trustee shall have failed to act for a period of 60 days after
   receipt of such notice, request and offer of indemnity and

      (5)  no direction inconsistent with such written request has been given
   to the Trustee during such 60-day period by the Holders of a majority in
   principal amount of the Notes;

provided, however, such provision does not affect the right of a Holder of any
Note to sue for enforcement of any overdue payment thereon.

   The Holders of a majority in principal amount of the Notes then outstanding
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain limitations specified in the Indenture. The Indenture requires the
annual filing by the Company with the Trustee of a written statement as to
compliance with the covenants contained in the Indenture.

Modification and Waiver

   Modifications and amendments to the Indenture or the Notes may be made by
the Company, the Subsidiary Guarantors and the Trustee with the consent of the
Holders of a majority in principal amount of the Notes then outstanding;
provided that no such modification or amendment may, without the consent of the
Holder of each Note then outstanding affected thereby,

      (1)  reduce the percentage of principal amount of Notes whose Holders
   must consent to an amendment, supplement or waiver;

                                      50



      (2)  reduce the rate or change the time for payment of interest,
   including default interest, on any Note;

      (3)  reduce the principal amount of any Note or change the Maturity Date;

      (4)  reduce the redemption price, including premium, if any, payable upon
   redemption of any Note or change the time at which any Note may or shall be
   redeemed;

      (5)  reduce the purchase price, including the premium, if any, payable
   upon the repurchase of any Note upon an Asset Sale or Change in Control, or
   change the time at which any Note may or shall be repurchased thereunder;

      (6)  make any Note payable in money other than that stated in such Note;

      (7)  impair the right to institute suit for the enforcement of any
   payment of principal of, or premium, if any, or interest on, any Note;

      (8)  make any change in the percentage of principal amount of Notes
   necessary to waive compliance with certain provisions of the Indenture; or

      (9)  waive a continuing Default or Event of Default in the payment of
   principal of, premium, if any, or interest on the Notes.

   Modifications and amendments of the Indenture may be made by the Company and
the Trustee without the consent of any Holders of the Notes in certain limited
circumstances, including

      (a)  to cure any ambiguity, omission, defect or inconsistency,

      (b)  to provide for the assumption of the obligations of the Company or
   any Subsidiary Guarantor under the Indenture upon the merger, consolidation
   or sale or other disposition of all or substantially all of the assets of
   the Company or such Subsidiary Guarantor,

      (c)  to reflect the release of any Subsidiary Guarantor from its
   Guarantee of the Notes, or the addition of any Subsidiary of the Company as
   a Subsidiary Guarantor, in the manner provided in the Indenture,

      (d)  to comply with any requirement of the SEC in order to effect or
   maintain the qualification of the Indenture under the Trust Indenture Act or

      (e)  to make any change that would provide any additional benefit to the
   Holders or that does not adversely affect the rights of any Holder of the
   Notes in any material respect.

   The Holders of a majority in aggregate principal amount of the Notes then
outstanding may waive any past default under the Indenture, except a default in
the payment of principal, premium, if any, or interest.

Legal Defeasance and Covenant Defeasance

   The Company may, at its option and at any time, elect to have its
obligations discharged with respect to the outstanding Notes ("Legal
Defeasance"). Such Legal Defeasance means that the Company will be deemed to
have paid and discharged the entire Indebtedness represented by such Notes,
except for

      (1)  the rights of Holders of the Notes to receive payments solely from
   the trust fund described in the following paragraph in respect of the
   principal of, premium, if any, and interest on the Notes when such payments
   are due,

      (2)  the Company's obligations with respect to the Notes concerning the
   issuance of temporary Notes, transfers and exchanges of the Notes,
   replacement of mutilated, destroyed, lost or stolen Notes, the maintenance
   of an office or agency where the Notes may be surrendered for transfer or
   exchange or presented for payment, and duties of paying agents,

                                      51



      (3)  the rights, powers, trusts, duties and immunities of the Trustee,
   and the Company's obligations in connection therewith and

      (4)  the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the
obligations of the Company released with respect to certain covenants described
under "--Certain Covenants" ("Covenant Defeasance"), and thereafter any
omission to comply with such obligations shall not constitute a Default or
Event of Default. In the event Covenant Defeasance occurs, certain events (not
including non-payment) described under "--Events of Default" will no longer
constitute an Event of Default. If we exercise our Legal Defeasance or Covenant
Defeasance option, each Subsidiary Guarantor will be released from all its
obligations under the Indenture and its Guarantee.

   In order to exercise either Legal Defeasance or Covenant Defeasance under
the Indenture,

      (1)  the Company must irrevocably deposit with the Trustee, in trust, for
   the benefit of the Holders of the Notes, cash in U.S. Legal Tender, U.S.
   Government Securities, or a combination thereof, in such amounts as will be
   sufficient, in the opinion of a nationally recognized firm of independent
   public accountants, to pay the principal of, premium, if any, and interest
   on the outstanding amount of the Notes on the Maturity Date or on the
   applicable mandatory redemption date, as the case may be, of such principal
   or installment of principal, premium, if any, or interest;

      (2)  in the case of Legal Defeasance, the Company must deliver to the
   Trustee an opinion of counsel reasonably acceptable to the Trustee
   confirming that

          (A)  the Company has received from or there has been published by,
       the Internal Revenue Service a ruling or

          (B)  since the date of the Indenture, there has been a change in the
       applicable federal income tax law, in either case to the effect that,
       and based thereon such opinion of counsel shall confirm that, the
       Holders of the Notes will not recognize income, gain or loss for U.S.
       Federal income tax purposes as a result of such Legal Defeasance and
       will be subject to U.S. Federal income tax on the same amounts, in the
       same manner and at the same times as would have been the case if such
       Legal Defeasance had not occurred;

      (3)  in the case of Covenant Defeasance, the Company shall have delivered
   to the Trustee an opinion of counsel reasonably acceptable to the Trustee to
   the effect that the Holders of the Notes will not recognize income, gain or
   loss for U.S. Federal income tax purposes as a result of such Covenant
   Defeasance and will be subject to federal income tax on the same amounts, in
   the same manner and at the same times as would have been the case if such
   Covenant Defeasance had not occurred;

      (4)  no Default or Event of Default shall have occurred and be continuing
   on the date of such deposit or insofar as Events of Default from bankruptcy
   or insolvency events are concerned, at any time in the period ending on the
   91st day after the date of deposit;

      (5)  such Legal Defeasance or Covenant Defeasance shall not result in a
   breach or violation of, or constitute a default under the Indenture or any
   other material agreement or instrument to which the Company is a party or by
   which the Company is bound;

      (6)  the Company shall have delivered to the Trustee an officers'
   certificate stating that the deposit was not made by the Company with the
   intent of preferring the Holders of the Notes over other creditors of the
   Company or with the intent of defeating, hindering, delaying or defrauding
   creditors of the Company or others; and

      (7)  the Company shall have delivered to the Trustee an officers'
   certificate and an opinion of counsel each stating that the Company has
   complied with all conditions precedent provided for relating to the Legal
   Defeasance or the Covenant Defeasance.

                                      52



Governing Law

   The Indenture provides that it and the Notes will be governed by, and
construed in accordance with, the laws of the State of New York.

The Trustee

   The Bank of New York is the Trustee under the Indenture. The Bank of New
York also serves as trustee for our 7.875% Senior Notes due 2004, our 8.375%
Senior Notes due 2008, our 8.125% Senior Notes due 2011, our 8.5% Senior Notes
due 2012, our 9% Senior Notes due 2012 and our 7.75% Senior Notes due 2015. We
may also maintain banking and other commercial relationships with the Trustee
and its affiliates in the ordinary course of business, and the Trustee may own
our debt securities. Its address is 101 Barclay Street, 8th Floor, New York,
New York 10286. The Company has also appointed the Trustee as the initial
registrar and paying agent under the Indenture.

   The Trustee is permitted to become an owner or pledgee of the Notes and may
otherwise deal with the Company or its Subsidiaries or Affiliates with the same
rights it would have if it were not Trustee. If, however, the Trustee acquires
any conflicting interest (as defined in the Trust Indenture Act) after an Event
of Default has occurred and is continuing, it must eliminate such conflict or
resign.

   In case an Event of Default shall occur (and be continuing), the Trustee
will be required to use the degree of care and skill of a prudent person in the
conduct of such person's own affairs. The Trustee will be under no obligation
to exercise any of its powers under the Indenture at the request of any of the
Holders of the Notes, unless such Holders have offered the Trustee indemnity
reasonably satisfactory to it.

Book Entry, Delivery and Form

   The Notes sold will be issued in the form of one or more global securities.
The global securities will be deposited with, or on behalf of, the Depositary
and registered in the name of the Depositary or its nominee. Except as set
forth below, the global securities may be transferred, in whole and not in
part, only to the Depositary or another nominee of the Depositary. Investors
may hold their beneficial interests in the global securities directly through
the Depositary if they have an account with the Depositary or indirectly
through organizations which have accounts with the Depositary.

   Notes that are issued as described below under "--Certificated Notes" will
be issued in definitive form. Upon the transfer of Notes in definitive form,
such Notes will, unless the global securities have previously been exchanged
for Notes in definitive form, be exchanged for an interest in the global
securities representing the aggregate principal amount of Notes being
transferred.

   The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company organized under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. The
Depositary was created to hold securities of institutions that have accounts
with the Depositary ("participants") and to facilitate the clearance and
settlement of securities transactions among its participants in such securities
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (which may
include the initial purchasers), banks, trust companies, clearing corporations
and certain other organizations. Access to the Depositary's book-entry system
is also available to others such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
whether directly or indirectly.

   The Company expects that pursuant to procedures established by the
Depositary, upon the issuance of the global securities, the Depositary will
credit, on its book-entry registrations and transfer system, the aggregate

                                      53



principal amount of new notes represented by such global securities to the
accounts of participants exchanging outstanding notes. Ownership of beneficial
interests in the global securities will be limited to participants or Persons
that may hold interests through participants. Ownership of beneficial interests
in the global securities will be shown on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
(with respect to participants' interest) and such participants (with respect to
the owners of beneficial interests in the global securities other than
participants). The laws of some jurisdictions may require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to transfer or
pledge beneficial interests in the global securities.

   So long as the Depositary, or its nominee, is the Holder of the global
securities, the Depositary or such nominee, as the case may be, will be
considered the sole legal owner and Holder of the Notes for all purposes of the
Notes and the Indenture. Except as set forth below, you will not be entitled to
have the Notes represented by the global securities registered in your name,
will not receive or be entitled to receive physical delivery of certificated
Notes in definitive form and will not be considered to be the owner or Holder
of any Notes under the global securities. The Company understands that under
existing industry practice, in the event an owner of a beneficial interest in
the global securities desires to take any action that the Depositary, as the
Holder of the global securities, is entitled to take, the Depositary will
authorize the participants to take such action, and that the participants will
authorize beneficial owners owning through such participants to take such
action or would otherwise act upon the instructions of beneficial owners owning
through them.

   The Company will make all payments on Notes represented by the global
securities registered in the name of and held by the Depositary or its nominee
to the Depositary or its nominee, as the case may be, as the owner and Holder
of the global securities.

   The Company expects that the Depositary or its nominee, upon receipt of any
payment in respect of the global securities, will credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests
in the aggregate principal amount of the global securities as shown on the
records of the Depositary or its nominee. The Company also expects that
payments by participants to owners of beneficial interest in the global
securities held through such participants will be governed by standing
instructions and customary practices and will be the responsibility of such
participants. The Company will not have any responsibility or liability for any
aspect of the records relating to, or payments made on account of, beneficial
ownership interests in the global securities for any Notes or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests or for any other aspect of the relationship between the Depositary
and its participants or the relationship between such participants and the
owners of beneficial interests in the global securities owning through such
participants.

   Although the Depositary has agreed to the foregoing procedures in order to
facilitate transfers of interests in the global securities among participants
of the Depositary, it is under no obligations to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. Neither
the Trustee nor the Company will have any responsibility for the performance by
the Depositary or its participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.

Certificated Notes

   Subject to certain conditions, the Notes represented by the global
securities will be exchangeable for certificated Notes in definitive form of
like tenor as such Notes if:

      (1)  the Depositary notifies the Company that it is unwilling or unable
   to continue as Depositary for the global securities and a successor is not
   promptly appointed or if at any time the Depositary ceases to be a clearing
   agency registered under the Exchange Act or

      (2)  the Company in its discretion at any time determines not to have all
   of the Notes represented by the global securities.

                                      54



Any Notes that are exchangeable pursuant to the preceding sentence will be
exchanged for certificated Notes issuable in authorized denominations and
registered in such names as the Depositary shall direct. Subject to the
foregoing, the global securities are not exchangeable, except for global
securities of the same aggregate denominations to be registered in the name of
the Depositary or its nominee.

                                      55



                       FEDERAL INCOME TAX CONSIDERATIONS

Federal Income Tax Considerations of the Exchange of Outstanding Notes for New
Notes

   The following discussion is a summary of certain federal income tax
considerations relevant to the exchange of outstanding notes for new notes, but
does not purport to be a complete analysis of all potential tax effects. The
discussion is based upon the Internal Revenue Code of 1986, as amended,
Treasury Regulations, Internal Revenue Service rulings and pronouncements and
judicial decisions now in effect, all of which may be subject to change at any
time by legislative, judicial or administrative action. These changes may be
applied retroactively in a manner that could adversely affect a holder of new
notes. The description does not consider the effect of any applicable foreign,
state, local or other tax laws or estate or gift tax considerations.

   We believe that the exchange of outstanding notes for new notes should not
be an exchange or otherwise a taxable event to a holder for United States
federal income tax purposes. Accordingly, a holder should have the same
adjusted issue price, adjusted basis and holding period in the new notes as it
had in the outstanding notes immediately before the exchange.

                             PLAN OF DISTRIBUTION

   Based on interpretations by the staff of the SEC in no action letters issued
to third parties, we believe that you may transfer new notes issued under the
exchange offer in exchange for the outstanding notes if:

  .   you acquire the new notes in the ordinary course of your business; and

  .   you are not engaged in, and do not intend to engage in, and have no
      arrangement or understanding with any person to participate in, a
      distribution of such new notes.

   You may not participate in the exchange offer if you are:

  .   our "affiliate" within the meaning of Rule 405 under the Securities Act;
      or

  .   a broker-dealer that acquired outstanding notes directly from us.

   Each broker-dealer that receives new notes for its own account pursuant to
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. To date, the staff of the SEC has
taken the position that broker-dealers may fulfill their prospectus delivery
requirements with respect to transactions involving an exchange of securities
such as this exchange offer, other than a resale of an unsold allotment from
the original sale of the outstanding notes, with the prospectus contained in
this registration statement. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of new notes received in exchange for outstanding notes where such
outstanding notes were acquired as a result of market-making activities or
other trading activities. We have agreed that, for a period of up to 180 days
after the effective date of this registration statement, we will make this
prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale. In addition, until such date, all dealers
effecting transactions in new notes may be required to deliver a prospectus.

   If you wish to exchange new notes for your outstanding notes in the exchange
offer, you will be required to make representations to us as described in
"Exchange Offer--Purpose and Effect of the Exchange Offer" and "--Procedures
for Tendering--Your Representations to Us" in this prospectus. As indicated in
the letter of transmittal, you will be deemed to have made these
representations by tendering your outstanding notes in the exchange offer. In
addition, if you are a broker-dealer who receives new notes for your own
account in exchange for outstanding notes that were acquired by you as a result
of market-making activities or other trading activities, you will be required
to acknowledge, in the same manner, that you will deliver a prospectus in
connection with any resale by you of such new notes.

                                      56



   We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market:

  .   in negotiated transactions;

  .   through the writing of options on the new notes or a combination of such
      methods of resale;

  .   at market prices prevailing at the time of resale; and

  .   at prices related to such prevailing market prices or negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer or the purchasers of any such new notes. Any
broker-dealer that resells new notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such new notes may be deemed to be an
"underwriter" within the meaning of the Securities Act. The letter of
transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

   For a period of 180 days after the effective date of this registration
statement, we will promptly send additional copies of this prospectus and any
amendment or supplement to this prospectus to any broker-dealer that requests
such documents in the letter of transmittal. We have agreed to pay all expenses
incident to the exchange offer (including the expenses of one counsel for the
holders of the outstanding notes) other than commissions or concessions of any
broker-dealers and will indemnify the holders of the outstanding notes
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.

                                 LEGAL MATTERS

   The validity of the new notes offered in this exchange offer will be passed
upon for us by Vinson & Elkins L.L.P. in reliance on the opinion of Commercial
Law Group P.C. with respect to matters of Oklahoma law. Shannon T. Self, a
shareholder in Commercial Law Group, P.C., is a director of Chesapeake, and he
owns 104,992 shares of our common stock.

                                    EXPERTS

   The consolidated financial statements of Chesapeake Energy Corporation,
incorporated in this prospectus by reference to Chesapeake's annual report on
Form 10-K for the year ended December 31, 2002 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

   Estimates of the oil and gas reserves of Chesapeake Energy Corporation and
related future net cash flows and the present values thereof, included in
Chesapeake's annual report on Form 10-K for the year ended December 31, 2002,
were based upon reserve reports prepared by Williamson Petroleum Consultants,
Inc., Ryder Scott Company, L.P., Netherland, Sewell and Associates, Inc. and
Lee Keeling and Associates, Inc., independent petroleum engineers. We have
incorporated these estimates in reliance on the authority of each such firm as
experts in such matters.

                      WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and current reports and other information with the
SEC. You may inspect and copy such material at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Washington,

                                      57



D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the
public reference room. You can also find our SEC filings at the SEC's website
at www.sec.gov and on our website at www.chkenergy.com. Information contained
on our website is not part of this prospectus.

   In addition, our reports and other information concerning us can be
inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005, where our common stock is listed.

   The following documents we filed with the SEC pursuant to the Exchange Act
are incorporated herein by reference:

  .   our annual report on Form 10-K for the fiscal year ended December 31,
      2002; and

  .   our current reports on Form 8-K filed on January 10, 2003, February 4,
      2003, February 28, 2003, March 4, 2003, March 14, 2003 and March 19, 2003
      (excluding any information furnished pursuant to Item 9 on any such
      current report on Form 8-K).

   All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act (excluding any information furnished pursuant to Item 9 or
Item 12 on any current report on Form 8-K) subsequent to the date of this
filing and prior to the termination of this offering shall be deemed to be
incorporated in this prospectus and to be a part hereof from the date of the
filing of such document. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained in this prospectus, or in any other
subsequently filed document which is also incorporated or deemed to be
incorporated by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.

   We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request of such person, a copy of any or all
documents incorporated by reference in this prospectus. Requests for such
copies should be directed to Jennifer M. Grigsby, Secretary, Chesapeake Energy
Corporation, 6100 North Western Avenue, Oklahoma City, Oklahoma 73118, by mail,
or if by telephone at (405) 848-8000.

                          FORWARD-LOOKING STATEMENTS

   This prospectus includes and incorporates by reference "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Forward-looking statements give our current
expectations or forecasts of future events. They include statements regarding
oil and gas reserve estimates, planned capital expenditures, the drilling of
oil and gas wells and future acquisitions, the impact of the El Paso, ONEOK and
Vintage acquisitions, expected oil and gas production, cash flow and
anticipated liquidity, business strategy and other plans and objectives for
future operations, expected future expenses and utilization of net operating
loss carryforwards. Statements concerning the fair values of derivative
contracts and their estimated contribution to our future results of operations
are based upon market information as of a specific date. These market prices
are subject to significant volatility.

   Although we believe the expectations and forecasts reflected in these and
other forward-looking statements are reasonable, we can give no assurance they
will prove to have been correct. They can be affected by inaccurate assumptions
or by known or unknown risks and uncertainties. Factors that could cause actual
results to differ materially from expected results are described under "Risk
Factors" and include:

  .   the volatility of oil and gas prices;

  .   our substantial indebtedness;

  .   the cost and availability of drilling and production services;

  .   our commodity price risk management activities, including counterparty
      contract performance risk;

                                      58



  .   uncertainties inherent in estimating quantities of oil and gas reserves,
      projecting future rates of production and the timing of development
      expenditures;

  .   our ability to replace reserves;

  .   the availability of capital;

  .   uncertainties inherent in estimating quantities of oil and gas reserves;

  .   projecting future rates of production and the timing of development
      expenditures;

  .   uncertainties in evaluating oil and gas reserves of acquired properties
      and associated potential liabilities;

  .   drilling and operating risks;

  .   our ability to generate future taxable income sufficient to utilize our
      federal and state income tax net operating loss (NOL) carryforwards
      before their expiration;

  .   future ownership changes which could result in additional limitations to
      our NOLs;

  .   adverse effects of governmental and environmental regulation;

  .   losses possible from pending or future litigation;

  .   the strength and financial resources of our competitors; and

  .   the loss of officers or key employees.

   We caution you not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus or as of the
date of the report or document in which they are contained, and we undertake no
obligation to update such information. We urge you to carefully review and
consider the disclosures made in this prospectus and our reports filed with the
SEC and incorporated by reference herein that attempt to advise interested
parties of the risks and factors that may affect our business.

                                      59



                                                                        ANNEX A

                             LETTER OF TRANSMITTAL
                                   To Tender
                    Outstanding 7.50% Senior Notes due 2013
                                      of
                         CHESAPEAKE ENERGY CORPORATION
    Pursuant to the Exchange Offer and Prospectus dated              , 2003

  THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
  YORK CITY TIME, ON       , 2003 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
  OFFER IS EXTENDED BY THE COMPANY.

                  The Exchange Agent for the Exchange Offer is:

                             The Bank of New York

                          101 Barclay Street--7 East
                           New York, New York 10286
                          Attention: Corporate Trust
                        Operations--Reorganization Unit
                           Facsimile: (212) 298-1915
                           Telephone: (212) 815-2742

   IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING 7.50% SENIOR NOTES DUE 2013
(THE "OUTSTANDING NOTES") FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT OF NEW 7.50%
SENIOR NOTES DUE 2013 PURSUANT TO THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER
(AND NOT WITHDRAW) OUTSTANDING NOTES TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE BY CAUSING AN AGENT'S MESSAGE TO BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO SUCH TIME.

                               -----------------

                                      60



   The undersigned hereby acknowledges receipt and review of the Prospectus,
dated March [      ], 2003 (the "Prospectus"), of Chesapeake Energy
Corporation, an Oklahoma corporation (the "Company"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe the
Company's offer (the "Exchange Offer") to exchange its 7.50% Senior Notes due
2013 (the "New Notes") that have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for a like principal amount of its
issued and outstanding 7.50% Senior Notes due 2013 (the "Outstanding Notes").
Capitalized terms used but not defined herein have the respective meaning given
to them in the Prospectus.

   The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest date to which the Exchange Offer is extended. The Company
shall notify the Exchange Agent and each registered holder of the Outstanding
Notes of any extension by oral or written notice prior to 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date.

   This Letter of Transmittal is to be used by holders of the Outstanding
Notes. Tender of Outstanding Notes is to be made according to the Automated
Tender Offer Program ("ATOP") of the Depository Trust Company ("DTC") pursuant
to the procedures set forth in the prospectus under the caption "The Exchange
Offer--Procedures for Tendering." DTC participants that are accepting the
Exchange Offer must transmit their acceptance to DTC, which will verify the
acceptance and execute a book-entry delivery to the Exchange Agent's DTC
account. DTC will then send a computer generated message known as an "agent's
message" to the exchange agent for its acceptance. For you to validly tender
your Outstanding Notes in the Exchange Offer, the Exchange Agent must receive,
prior to the Expiration Date, an agent's message under the ATOP procedures that
confirms that:

  .   DTC has received your instructions to tender your Outstanding Notes; and

  .   You agree to be bound by the terms of this Letter of Transmittal.

   By using the ATOP procedures to tender outstanding notes, you will not be
required to deliver this Letter of Transmittal to the Exchange Agent. However,
you will be bound by its terms, and you will be deemed to have made the
acknowledgments and the representations and warranties it contains, just as if
you had signed it.

                                      61



             PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

   1.  By tendering Outstanding Notes in the Exchange Offer, you acknowledge
receipt of the Prospectus and this Letter of Transmittal.

   2.  By tendering Outstanding Notes in the Exchange Offer, you represent and
warrant that you have full authority to tender the Outstanding Notes described
above and will, upon request, execute and deliver any additional documents
deemed by the Company to be necessary or desirable to complete the tender of
Outstanding Notes.

   3.  You understand that the tender of the Outstanding Notes pursuant to all
of the procedures set forth in the Prospectus will constitute an agreement
between and the Company as to the terms and conditions set forth in the
Prospectus.

   4.  By tendering Outstanding Notes in the Exchange Offer, you acknowledge
that the Exchange Offer is being made in reliance upon interpretations
contained in no-action letters issued to third parties by the staff of the
Securities and Exchange Commission (the "SEC"), including Exxon Capital
Holdings Corp., SEC No-Action Letter (available April 13, 1989), Morgan Stanley
& Co., Inc., SEC No-Action Letter (available June 5, 1991) and Shearman &
Sterling, SEC No-Action Letter (available July 2, 1993), that the New Notes
issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may
be offered for resale, resold and otherwise transferred by holders thereof
(other than a broker-dealer who purchased Outstanding Notes exchanged for such
New Notes directly from the Company to resell pursuant to Rule 144A or any
other available exemption under the Securities Act of 1933, as amended (the
"Securities Act") and any such holder that is an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act), without compliance
with the registration and prospectus delivery provisions of the Securities Act,
provided that such New Notes are acquired in the ordinary course of such
holders' business and such holders are not participating in, and have no
arrangement with any person to participate in, the distribution of such New
Notes.

   5.  By tendering Outstanding Notes in the Exchange Offer, you represent and
warrant that:

      a.  the New Notes acquired pursuant to the Exchange Offer are being
   obtained in the ordinary course of your business, whether or not you are the
   holder;

      b.  neither you nor any such other person is engaging in or intends to
   engage in a distribution of such New Notes;

      c.  neither you nor any such other person has an arrangement or
   understanding with any person to participate in the distribution of such New
   Notes; and

      d.  neither the holder nor any such other person is an "affiliate," as
   such term is defined under Rule 405 promulgated under the Securities Act, of
   the Company.

   6.  You may, if you are unable to make all of the representations and
warranties contained in Item 5 above and as otherwise permitted in the
Registration Rights Agreement (as defined below), elect to have your
Outstanding Notes registered in the shelf registration statement described in
the Registration Rights Agreement, dated as of March 5, 2003 (the "Registration
Rights Agreement"), by and among the Company, the Subsidiary Guarantors (as
defined therein) and the Initial Purchaser (as defined therein). Such election
may be made only by notifying the Company in writing at 6100 North Western
Avenue, Oklahoma City, OK 73118, Attention: Chief Financial Officer. By making
such election, you agree, as a holder of Outstanding Notes participating in a
shelf registration, to indemnify and hold harmless the Company, each of the
directors of the Company, each of the officers of the Company who signs such
shelf registration statement, each person who controls the Company within the
meaning of either the Securities Act or the Securities Exchange Act of 1934, as
amended (the

                                      62



"Exchange Act"), and each other holder of Outstanding Notes, from and against
any and all losses, claims, damages or liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in any shelf
registration statement or prospectus, or in any supplement thereto or amendment
thereof, or caused by the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; but only with respect to information relating to the undersigned
furnished in writing by or on behalf of the undersigned expressly for use in a
shelf registration statement, a prospectus or any amendments or supplements
thereto. Any such indemnification shall be governed by the terms and subject to
the conditions set forth in the Registration Rights Agreement, including,
without limitation, the provisions regarding notice, retention of counsel,
contribution and payment of expenses set forth therein. The above summary of
the indemnification provision of the Registration Rights Agreement is not
intended to be exhaustive and is qualified in its entirety by the Registration
Rights Agreement.

   7.  If you are a broker-dealer that will receive New Notes for its own
account in exchange for Outstanding Notes that were acquired as a result of
market-making activities or other trading activities, you acknowledge, by
tendering Outstanding Notes in the Exchange Offer, that you will deliver a
prospectus in connection with any resale of such New Notes; however, by so
acknowledging and by delivering a prospectus, you will not be deemed to admit
that you are an "underwriter" within the meaning of the Securities Act. If you
are a broker-dealer and Outstanding Notes held for your own account were not
acquired as a result of market-making or other trading activities, such
Outstanding Notes cannot be exchanged pursuant to the Exchange Offer.

   8.  Any of your obligations hereunder shall be binding upon your successors,
assigns, executors, administrators, trustees in bankruptcy and legal and
personal representatives of the undersigned.

                                      63



                                 INSTRUCTIONS

        FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

   1.  Book-Entry Confirmations.

   Any confirmation of a book-entry transfer to the Exchange Agent's account at
DTC of Outstanding Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as an agent's message, and any other documents required
by this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 P.M., New York City time, on the
Expiration Date.

   2.  Partial Tenders.

   Tenders of Outstanding Notes will be accepted only in integral multiples of
$1,000. The entire principal amount of Outstanding Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise
communicated to the Exchange Agent. If the entire principal amount of all
Outstanding Notes is not tendered, then Outstanding Notes for the principal
amount of Outstanding Notes not tendered and Notes issued in exchange for any
Outstanding Notes accepted will be delivered to the holder via the facilities
of DTC promptly after the Outstanding Notes are accepted for exchange.

   3.  Validity of Tenders.

   All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and withdrawal of tendered Outstanding Notes will be
determined by the Company, in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any or all
tenders not in proper form or the acceptance for exchange of which may, in the
opinion of counsel for the Company, be unlawful. The Company also reserves the
absolute right to waive any of the conditions of the Exchange Offer or any
defect or irregularity in the tender of any Outstanding Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions on this Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with
tenders of Outstanding Notes must be cured within such time as the Company
shall determine. Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Outstanding Notes, neither the
Company, the Exchange Agent, nor any other person shall be under any duty to
give notification of any defects or irregularities in tenders or incur any
liability for failure to give such notification. Tenders of Outstanding Notes
will not be deemed to have been made until such defects or irregularities have
been cured or waived. Any Outstanding Notes received by the Exchange Agent that
are not properly tendered and as to which the defects or irregularities have
not been cured or waived will be returned by the Exchange Agent to the
tendering holders via the facilities of DTC, as soon as practicable following
the Expiration Date.

   4.  Waiver of Conditions.

   The Company reserves the absolute right to waive, in whole or part, any of
the conditions to the Exchange Offer set forth in the Prospectus or in this
Letter of Transmittal.

   5.  No Conditional Tender.

   No alternative, conditional, irregular or contingent tender of Outstanding
Notes will be accepted.

   6.  Request for Assistance or Additional Copies.

   Requests for assistance or for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address or
telephone number set forth on the cover page of this Letter of

                                      64



Transmittal. Holders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Exchange Offer.

   7.  Withdrawal.

   Tenders may be withdrawn only pursuant to the limited withdrawal rights set
forth in the Prospectus under the caption "Exchange Offer--Withdrawal of
Tenders."

   8.  No Guarantee of Late Delivery.

   There is no procedure for guarantee of late delivery in the Exchange Offer.

IMPORTANT:  By using the ATOP procedures to tender outstanding notes, you will
not be required to deliver this Letter of Transmittal to the Exchange Agent.
However, you will be bound by its terms, and you will be deemed to have made
the acknowledgments and the representations and warranties it contains, just as
if you had signed it.

                                      65



                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Officers and Directors

   Section 1031 of the Oklahoma General Corporation Act, under which Chesapeake
is incorporated, authorizes the indemnification of directors and officers under
certain circumstances. Article VIII of the Certificate of Incorporation of
Chesapeake and Article VI of the Bylaws of Chesapeake also provide for
indemnification of directors and officers under certain circumstances. These
provisions, together with Chesapeake's indemnification obligations under
individual indemnity agreements with its directors and officers, may be
sufficiently broad to indemnify such persons for liabilities under the
Securities Act of 1933 (the "Securities Act"), as amended. In addition,
Chesapeake maintains insurance, which insures its directors and officers
against certain liabilities.

   The Oklahoma General Corporation Act provides for indemnification of each of
Chesapeake's officers and directors against (a) expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
reason of such person being or having been a director, officer, employee or
agent of Chesapeake, or of any other corporation, partnership, joint venture,
trust or other enterprise at the request of Chesapeake, other than an action by
or in the right of Chesapeake. To be entitled to indemnification, the
individual must have acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of Chesapeake, and with respect to
any criminal action, the person seeking indemnification had no reasonable cause
to believe that the conduct was unlawful and (b) expenses, including attorneys'
fees, actually and reasonably incurred in connection with the defense or
settlement of any action or suit by or in the right of Chesapeake brought by
reason of the person seeking indemnification being or having been a director,
officer, employee or agent of Chesapeake, or any other corporation,
partnership, joint venture, trust or other enterprise at the request of
Chesapeake, provided the actions were in good faith and were reasonably
believed to be in or not opposed to the best interest of Chesapeake, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which the individual shall have been adjudged liable to Chesapeake,
unless and only to the extent that the court in which such action was decided
has determined that the person is fairly and reasonably entitled to indemnity
for such expenses which the court deems proper. Article VIII of Chesapeake's
Certificate of Incorporation provides for indemnification of Chesapeake's
director and officers. The Oklahoma General Corporation Act also permits
Chesapeake to purchase and maintain insurance on behalf of Chesapeake's
directors and officers against any liability arising out of their status as
such, whether or not Chesapeake would have the power to indemnify them against
such liability. These provisions may be sufficiently broad to indemnify such
persons for liabilities arising under the Securities Act.

   Chesapeake has entered into indemnity agreements with each of its directors
and executive officers. Under each indemnity agreement, Chesapeake will pay on
behalf of the indemnitee any amount which he is or becomes legally obligated to
pay because of (a) any claim or claims from time to time threatened or made
against him by any person because of any act or omission or neglect or breach
of duty, including any actual or alleged error or misstatement or misleading
statement, which he commits or suffers while acting in his capacity as a
director and/or officer of Chesapeake or an affiliate or (b) being a party, or
being threatened to be made a party, to any threatened, pending or contemplated
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was an officer, director,
employee or agent of Chesapeake or an affiliate or is or was serving at the
request of Chesapeake as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
payments which Chesapeake would be obligated to make under an indemnification
agreement could include damages, charges, judgments, fines, penalties,
settlements and costs, cost of investigation and cost of defense of legal,
equitable or criminal actions, claims or proceedings and appeals therefrom, and
costs of attachment, supersedeas, bail, surety or other bonds. Chesapeake also
provides liability insurance for each of its directors and executive officers.

                                     II-1



Item 21.  Exhibits And Financial Statement Schedules

   (a)  Exhibits.  The following exhibits are filed herewith pursuant to the
requirements of Item 601 of Regulation S-K:



Exhibit
  No.                                                Description
- -------                                              -----------
     

  2.1     Purchase and Sale Agreement By and Between El Paso Production Company and Noric, L.P. as
          Seller and Chesapeake EP Corporation as Buyer dated February 21, 2003. Incorporated herein by
          reference to Exhibit 2.1 to Chesapeake's annual report on Form 10-K for the year ended December
          31, 2002.

  3.1     Chesapeake's Restated Certificate of Incorporation together with Chesapeake's Certificate of
          Designation for the 6.75% Cumulative Convertible Preferred Stock, Certificate of Elimination for
          2,000 Shares of 6.75% Cumulative Convertible Preferred Stock, Certificate of Designation for the
          Series A Junior Participating Preferred Stock and Certificate of Designation for the 6.00%
          Cumulative Convertible Preferred Stock. Incorporated herein by reference to Exhibit 3.1 to
          Chesapeake's registration statement on Form S-3 filed April 9, 2003.

  3.2     Chesapeake's Bylaws. Incorporated herein by reference to Exhibit 3.2 to Chesapeake's quarterly
          report on Form 10-Q for the quarter ended June 30, 2001.

  4.1     Indenture dated as of March 15, 1997 among Chesapeake, as issuer, Chesapeake Operating, Inc.,
          Chesapeake Gas Development Corporation and Chesapeake Exploration Limited Partnership, as
          Subsidiary Guarantors, and The Bank of New York (formerly United States Trust Company of New
          York), as Trustee, with respect to 7.875% Senior Notes due 2004. Incorporated herein by reference
          to Exhibit 4.1 to Chesapeake's registration statement on Form S-4 (No. 333-24995). First
          Supplemental Indenture dated December 17, 1997 and Second Supplemental Indenture dated
          February 16, 1998. Incorporated herein by reference to Exhibit 4.1.1 to Chesapeake's transition
          report on Form 10-K for the six months ended December 31, 1997. Second [Third] Supplemental
          Indenture dated April 22, 1998. Incorporated herein by reference to Exhibit 4.1.1 to Chesapeake's
          registration statement on Form S-3 registration statement (No. 333-57235). Fourth Supplemental
          Indenture dated July 1, 1998. Incorporated herein by reference to Exhibit 4.1.1 to Chesapeake's
          quarterly report on Form 10-Q for the quarter ended September 30, 1998. Fifth Supplemental
          Indenture dated November 19, 1999. Incorporated herein by reference to Exhibit 4.1.1 to
          Chesapeake's quarterly report on Form 10-Q for the quarter ended March 31, 2001. Sixth
          Supplemental Indenture dated December 31, 1999. Incorporated herein by reference to Exhibit
          4.1.1 to Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30, 2001.
          Seventh Supplemental Indenture dated September 12, 2001. Incorporated herein by reference to
          Exhibit 4.1.2 to Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30,
          2001. Eighth Supplemental Indenture dated October 1, 2001. Incorporated herein by reference to
          Exhibit 4.1.3 to Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30,
          2001. Ninth Supplemental Indenture dated December 17, 2001. Incorporated herein by reference to
          Exhibit 4.1.1 to Chesapeake's registration statement on Form S-3 (No. 333-76546). Tenth
          Supplemental Indenture dated as of June 28, 2002. Incorporated herein by reference to Exhibit
          4.1.2 to Chesapeake's registration statement on Form S-4 (No. 333-99289). Eleventh Supplemental
          Indenture dated as of July 8, 2002. Incorporated herein by reference to Exhibit 4.1.3 to
          Chesapeake's registration statement on Form S-4 (No. 333-99289). Twelfth Supplemental
          Indenture dated as of February 14, 2003 to Indenture dated as of March 15, 1997 among
          Chesapeake, as issuer, its subsidiaries signatory thereto as Subsidiary Guarantors, and The Bank of
          New York (formerly United States Trust Company of New York), as Trustee, with respect to
          7.875% Senior Notes due 2004. Incorporated herein by reference to Exhibit 4.2.1 to Chesapeake's
          annual report on Form 10-K for the year ended December 31, 2002.


                                     II-2





Exhibit
  No.                                                Description
- -------                                              -----------
     

  4.2     Indenture dated as of March 15, 1997 among Chesapeake, as issuer, Chesapeake Operating, Inc.,
          Chesapeake Gas Development Corporation and Chesapeake Exploration Limited Partnership, as
          Subsidiary Guarantors, and The Bank of New York (formerly United States Trust Company of New
          York), as Trustee, with respect to 8.5% Senior Notes due 2012. Incorporated herein by reference to
          Exhibit 4.3 to Chesapeake's registration statement on Form S-4 (No. 333-24995). First
          Supplemental Indenture dated December 17, 1997 and Second Supplemental Indenture dated
          February 16, 1998. Incorporated herein by reference to Exhibit 4.2.1 to Chesapeake's transition
          report on Form 10-K for the six months ended December 31, 1997. Second [Third] Supplemental
          Indenture dated April 22, 1998. Incorporated herein by reference to Exhibit 4.2.1 to Chesapeake's
          Amendment No. 1 to Form S-3 registration statement (No. 333-57235). Fourth Supplemental
          Indenture dated July 1, 1998. Incorporated herein by reference to Exhibit 4.2.1 to Chesapeake's
          quarterly report on Form 10-Q for the quarter ended September 30, 1998. Fifth Supplemental
          Indenture dated November 19, 1999. Incorporated herein by reference to Exhibit 4.2.1 to
          Chesapeake's quarterly report on Form 10-Q for the quarter ended March 31, 2001. Sixth
          Supplemental Indenture dated December 31, 1999. Incorporated herein by reference to Exhibit
          4.2.1 to Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30, 2001.
          Seventh Supplemental Indenture dated September 12, 2001. Incorporated herein by reference to
          Exhibit 4.2.2 to Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30,
          2001. Eighth Supplemental Indenture dated October 1, 2001. Incorporated herein by reference to
          Exhibit 4.2.3 to Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30,
          2001. Ninth Supplemental Indenture dated December 17, 2001. Incorporated herein by reference to
          Exhibit 4.2.1 to Chesapeake's registration statement on Form S-3 (No. 333-76546). Tenth
          Supplemental Indenture dated as of June 28, 2002. Incorporated herein by reference to Exhibit
          4.2.2 to Chesapeake's registration statement on Form S-4 (No. 333-99289). Eleventh Supplemental
          Indenture dated as of July 8, 2002. Incorporated herein by reference to Exhibit 4.2.3 to
          Chesapeake's registration statement on Form S-4 (No. 333-99289). Twelfth Supplemental
          Indenture dated as of February 14, 2003 to Indenture dated as of March 15, 1997 among
          Chesapeake, as issuer, its subsidiaries signatory thereto as Subsidiary Guarantors, and The Bank of
          New York (formerly United States Trust Company of New York), as Trustee, with respect to 8.5%
          Senior Notes due 2012. Incorporated herein by reference to Exhibit 4.2.1 to Chesapeake's annual
          report on Form 10-K for the year ended December 31, 2002.

  4.3     Indenture dated as of April 6, 2001 among Chesapeake, as issuer, its subsidiaries signatory thereto,
          as Subsidiary Guarantors, and The Bank of New York (formerly United States Trust Company of
          New York), as Trustee, with respect to 8.125% Senior Notes due 2011. Incorporated herein by
          reference to Exhibit 4.6 to Chesapeake's quarterly report on Form 10-Q for the quarter ended
          March 31, 2001. Supplemental Indenture dated May 14, 2001. Incorporated herein by reference to
          Exhibit 4.6 to Chesapeake's quarterly report on Form 10-Q for the quarter ended March 31, 2001.
          Second Supplemental Indenture dated September 12, 2001. Incorporated herein by reference to
          Exhibit 4.3.1 to Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30,
          2001. Third Supplemental Indenture dated October 1, 2001. Incorporated herein by reference to
          Exhibit 4.3.2 to Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30,
          2001. Fourth Supplemental Indenture dated December 17, 2001. Incorporated herein by reference
          to Exhibit 4.3.1 to Chesapeake's registration statement on Form S-3 (No. 333-76546). Fifth
          Supplemental Indenture dated as of June 28, 2002. Incorporated herein by reference to Exhibit
          4.3.2 to Chesapeake's registration statement on Form S-4 (No. 333-99289). Sixth Supplemental
          Indenture dated July 8, 2002. Incorporated herein by reference to Exhibit 4.3.3 to Chesapeake's
          registration statement on Form S-4 (No. 333-99289). Seventh Supplemental Indenture dated as of
          February 14, 2003 to Indenture dated as of April 6, 2001 among Chesapeake, as issuer, its
          subsidiaries signatory thereto as Subsidiary Guarantors, and The Bank of New York (formerly


                                     II-3





Exhibit
  No.                                                Description
- -------                                              -----------
     

          United States Trust Company of New York), as Trustee, with respect to 8.125% Senior Notes due
          2011. Incorporated herein by reference to Exhibit 4.3.1 to Chesapeake's annual report on Form
          10-K for the year ended December 31, 2002.

  4.4     Indenture dated as of November 5, 2001 among Chesapeake, as issuer, its subsidiaries signatory
          thereto, as Subsidiary Guarantors and The Bank of New York, as Trustee, with respect to 8.375%
          Senior Notes due 2008. Incorporated herein by reference to Exhibit 4.16 to Chesapeake's
          registration statement on Form S-4 (No. 333-74584). First Supplemental Indenture dated December
          17, 2001. Incorporated herein by reference to Exhibit 4.16.1 to Chesapeake's registration statement
          on Form S-3 (No. 333-76546). Second Supplemental Indenture dated as of June 28, 2002.
          Incorporated herein by reference to Exhibit 4.4.2 to Chesapeake's registration statement on Form
          S-4 (No. 333-99289). Third Supplemental Indenture dated as of July 8, 2002. Incorporated herein
          by reference to Exhibit 4.4.3 to Chesapeake's registration statement on Form S-4 (No. 333-99289).
          Fourth Supplemental Indenture dated as of February 14, 2003 to Indenture dated as of November 5,
          2001 among Chesapeake, as issuer, its subsidiaries signatory thereto as Subsidiary Guarantors, and
          The Bank of New York, as Trustee, with respect to 8.375% Senior Notes due 2008. Incorporated
          herein by reference to Exhibit 4.4.1 to Chesapeake's annual report on Form 10-K for the year ended
          December 31, 2002.

  4.5     Indenture dated as of August 12, 2002 among Chesapeake, as issuer, its subsidiaries signatory
          thereto, as Subsidiary Guarantors and The Bank of New York, with respect to its 9% Senior Notes
          due 2012. Incorporated herein by reference to Exhibit 4.14 to Chesapeake's registration statement
          on Form S-4 (No. 333-99289). First Supplemental Indenture dated as of February 14, 2003 to
          Indenture dated as of August 12, 2002 among Chesapeake, as issuer, its subsidiaries signatory
          thereto as Subsidiary Guarantors, and The Bank of New York, as Trustee, with respect to 9.0%
          Senior Notes due 2012. Incorporated herein by reference to Exhibit 4.5.1 to Chesapeake's annual
          report on Form 10-K for the year ended December 31, 2002.

  4.6     Indenture dated as of December 20, 2002 among Chesapeake, as issuer, the subsidiaries signatory
          thereto, as Subsidiary Guarantors and The Bank of New York, as Trustee with respect to our 7.75%
          Senior Notes due 2015. Incorporated herein by reference to Exhibit 4.5 to Chesapeake's
          registration statement on Form S-4 (No. 333-102445). First Supplemental Indenture dated as of
          February 14, 2003 to Indenture dated as of December 20, 2002 among Chesapeake, as issuer, its
          subsidiaries signatory thereto as Subsidiary Guarantors, and The Bank of New York, as Trustee,
          with respect to 7.75% senior Notes due 2015. Incorporated herein by reference to Exhibit 4.6.1 to
          Chesapeake's annual report on Form 10-K for the year ended December 31, 2002.

  4.7*    Indenture dated as of March 5, 2003 among Chesapeake, as issuer, the subsidiaries signatory
          thereto, as Subsidiary Guarantors and The Bank of New York, as Trustee with respect to our 7.50%
          Senior Notes due 2013.

  4.8     Agreement to furnish copies of unfiled long-term debt instruments. Incorporated herein by
          reference to Chesapeake's transition report on Form 10-K for the six months ended December 31,
          1997.

  4.9     $225,000,000 Second Amended and Restated Credit Agreement, dated as of June 11, 2001, among
          Chesapeake Energy Corporation, Chesapeake Exploration Limited Partnership, as Borrower, Bear
          Stearns Corporate Lending Inc., as Syndication Agent, Union Bank of California, N.A., as
          Administrative Agent and Collateral Agent, BNP Paribas and Toronto Dominion (Texas), Inc., as
          Co-Documentation Agents and other lenders party thereto. Incorporated herein by reference to
          Exhibit 4.6 to Chesapeake's quarterly report on Form 10-Q for the quarter ended June 30, 2001.
          Consent and waiver letter dated September 10, 2001 and consent and waiver letter dated October 5,
          2001. Incorporated herein by reference to Exhibits 4.6.1 and 4.6.2 to Chesapeake's quarterly report


                                     II-4





Exhibit
  No.                                                Description
- -------                                              -----------
     

          on Form 10-Q for the quarter ended September 30, 2001, respectively. Consent and waiver letter
          dated November 2, 2001. Incorporated herein by reference to Exhibit 4.6.1 to Chesapeake's
          registration statement on Form S-4 (No. 333-74584). First Amendment dated March 8, 2002 with
          respect to Second Amended and Restated Credit Agreement. Incorporated herein by reference to
          Exhibit 4.6.1 to Chesapeake's annual report on Form 10-K for the year ended December 31, 2001.
          Consent and waiver letter dated April 15, 2002. Incorporated herein by reference to Exhibit 4.6.1 to
          Chesapeake's quarterly report on Form 10-Q for the quarter ended March 31, 2002. Second
          Amendment dated June 4, 2002 with respect to Second Amended and Restated Credit Agreement.
          Incorporated by reference to Exhibit 4.6.1 to Chesapeake's quarterly report on Form 10-Q for the
          quarter ended June 30, 2002. Consent and waiver letter dated August 2, 2002. Incorporated herein
          by reference to Exhibit 4.6.2 to Chesapeake's registration statement on Form S-4 (No. 333-99289).
          Third Amendment dated September 20, 2002, with respect to the Second Amendment and Restated
          Credit Agreement. Incorporated herein by reference to Exhibit 4.6.3 to Chesapeake's quarterly
          report on Form 10-Q for the quarter ended September 30, 2002. Fourth Amendment dated
          November 4, 2002, with respect to the Second Amended and Restated Credit Agreement.
          Incorporated herein by reference to Exhibit 4.6.4 to Chesapeake's quarterly report on Form 10-Q
          for the quarter ended September 30, 2002. Consent and waiver letter dated December 11, 2002 with
          respect to the Second Amended and Restated Credit Agreement. Incorporated herein by reference
          to Exhibit 4.6.1 to Chesapeake's registration statement on Form S-4 (No. 333-102446.)

4.9.1*    Fifth Amendment dated March 3, 2003 with respect to Second Amended and Restated Credit
          Agreement dated as of June 11, 2001 among Chesapeake Energy Corporation, Chesapeake
          Exploration Limited Partnership, as Borrower, Bear Stearns Corporate Lending Inc., as Syndication
          Agent, Union Bank of California, N.A., as Administrative Agent and Collateral Agent, BNP
          Paribas and Toronto Dominion (Texas), Inc., as Co-Documentation Agents and other lender parties
          thereto.

  4.10    Warrant Agreement dated as of September 9, 1997 between Gothic Energy Corporation and UMB
          Bank, N.A. (formerly American Stock Transfer & Trust Company), as warrant agent, and
          Supplement to Warrant Agreement dated as of January 16, 2001. Incorporated herein by reference
          to Exhibit 4.9 to Registrant's annual report on Form 10-K for the year ended December 31, 2000.

  4.11    Registration Rights Agreement dated as of September 9, 1997 among Gothic Energy Corporation,
          two of its subsidiaries, Oppenheimer & Co., Inc., Banc One Capital Corporation and Paribas
          Corporation. Incorporated herein by reference to Exhibit 4.10 to Registrant's annual report on Form
          10-K for the year ended December 31, 2000.

  4.15    Warrant Agreement dated as of April 21, 1998 between Gothic Energy Corporation and American
          Stock Transfer & Trust Company, as warrant agent, and Supplement to Warrant Agreement dated
          as of January 16, 2001. Incorporated herein by reference to Exhibit 4.14 to Registrant's annual
          report on Form 10-K for the year ended December 31, 2000.

  4.16    Warrant Registration Rights Agreement dated as of April 21, 1998 among Gothic Energy
          Corporation and purchasers of units consisting of its 14-1/8% senior secured discount notes due
          2006 and warrants to purchase its common stock. Incorporated herein by reference to Exhibit 4.15
          to Registrant's annual report on Form 10-K for the year ended December 31, 2000.

  4.17    Rights Agreement dated as of July 15, 1998 between Chesapeake and UMB Bank, N.A., as rights
          agent. Incorporated herein by reference to Exhibit 1 to Chesapeake's registration statement on
          Form 8-A filed July 16, 1998. Amendment No. 1 dated September 11, 1998. Incorporated herein by
          reference to Exhibit 10.3 to Chesapeake's quarterly report on Form 10-Q for the quarter ended
          September 30, 1998.


                                     II-5





Exhibit
  No.                                               Description
- -------                                             -----------
      

   4.18*   Registration Rights Agreement dated March 5, 2003 between Chesapeake and Salomon Smith
           Barney Inc., Bear Stearns & Co., Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc.,
           Morgan Stanley & Co. Incorporated, BNP Paribas Securities Corp., Credit Lyonnais Securities
           (USA) Inc., and TD Securities (USA) Inc.

    4.19   Registration Rights Agreement dated March 5, 2003 between Chesapeake and Credit Suisse First
           Boston LLC, Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., Bear Stearns &
           Co., Inc., Lehman Brothers Inc., CIBC World Markets Corp., Johnson Rice & Company L.L.C.,
           RBC Dain Rauscher Inc. and Simmons & Company International. Incorporated by reference to
           Exhibit 4.19 to Chesapeake's registration statement on Form S-3 filed April 8, 2003.

    5.1*   Opinion of Vinson & Elkins L.L.P. regarding the validity of the securities being registered.

    5.2*   Opinion of Commercial Law Group, P.C. regarding the validity of the securities being registered.

 10.1.1+   Chesapeake's 1992 Incentive Stock Option Plan. Incorporated herein by reference to Exhibit
           10.1.1 to Chesapeake's registration statement on Form S-4 (No. 33-93718).

 10.1.2+   Chesapeake's 1992 Nonstatutory Stock Option Plan, as Amended. Incorporated herein by
           reference to Exhibit 10.1.2 to Chesapeake's quarterly report on Form 10-Q for the quarter ended
           December 31, 1996.

 10.1.3+   Chesapeake's 1994 Stock Option Plan, as amended. Incorporated herein by reference to Exhibit
           10.1.3 to Chesapeake's quarterly report on Form 10-Q for the quarter ended December 31, 1996.

 10.1.4+   Chesapeake's 1996 Stock Option Plan. Incorporated herein by reference to Chesapeake's
           definitive proxy statement for its 1996 annual meeting of shareholders.

 10.1.5+   Chesapeake's 1999 Stock Option Plan. Incorporated herein by reference to Exhibit 10.1.5 to
           Chesapeake's quarterly report on Form 10-Q for the quarter ended June 30, 1999.

 10.1.6+   Chesapeake's 2000 Employee Stock Option Plan. Incorporated herein by reference to Exhibit
           10.1.6 to Chesapeake's quarterly report on Form 10-Q for the quarter ended March 31, 2000.

 10.1.7+   Chesapeake's 2000 Executive Officer Stock Option Plan. Incorporated herein by reference to
           Exhibit 10.1.7 to Chesapeake's quarterly report on Form 10-Q for the quarter ended March 31,
           2000.

 10.1.8+   Chesapeake's 2001 Stock Option Plan. Incorporated herein by reference to Exhibit B to
           Chesapeake's definitive proxy statement for its 2001 annual meeting of shareholders filed April
           30, 2001.

 10.1.9+   Chesapeake's 2001 Executive Officer Stock Option Plan. Incorporated herein by reference to
           Exhibit 10.1.9 to Chesapeake's quarterly report on Form 10-Q for the quarter ended June 30,
           2001.

10.1.10+   Chesapeake's 2001 Nonqualified Stock Option Plan. Incorporated herein by reference to Exhibit
           10.1.10 to Chesapeake's quarterly report on Form 10-Q for the quarter ended June 30, 2001.

10.1.11+   Chesapeake's 2002 Stock Option Plan. Incorporated herein by reference to Exhibit A to
           Chesapeake's definitive proxy statement for its 2002 annual meeting of shareholders filed April
           29, 2002.

10.1.12+   Chesapeake's 2002 Non-Employee Director Stock Option Plan. Incorporated herein by reference
           to Exhibit B to Chesapeake's definitive proxy statement for its 2002 annual meeting of
           shareholders filed April 29, 2002.

10.1.13+   Chesapeake's 2002 Nonqualified Stock Option Plan. Incorporated herein by reference to Exhibit
           10.1.11 to Chesapeake's quarterly report on Form 10-Q for the quarter ended June 30, 2002.


                                     II-6





Exhibit
No.                                                Description
- -------                                            -----------
     

10.1.14   Chesapeake's 2003 Stock Award Plan for Non-Employee Directors. Incorporated herein by
          reference to Exhibit 10.1.14 to Chesapeake's annual report on Form 10-K for the year ended
          December 31, 2002.

10.1.15   Chesapeake Energy Corporation 401(k) Make-Up Plan. Incorporated herein by reference to
          Exhibit 10.1.15 to Chesapeake's annual report on Form 10-K for the year ended December 31,
          2002.

10.1.16   Chesapeake Energy Corporation Deferred Compensation Plan. Incorporated herein by reference to
          Exhibit 10.1.16 to Chesapeake's annual report on Form 10-K for the year ended December 31,
          2002.

10.2.1+   Second Amended and Restated Employment Agreement dated as of July 1, 2001, between Aubrey
          K. McClendon and Chesapeake Energy Corporation. Incorporated herein by reference to Exhibit
          4.7 to Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30, 2001.

10.2.2+   Second Amended and Restated Employment Agreement dated as of July 1, 2001, between Tom L.
          Ward and Chesapeake Energy Corporation. Incorporated herein by reference to Exhibit 4.8 to
          Chesapeake's quarterly report on Form 10-Q for the quarter ended September 30, 2001.

10.2.3+   Amended and Restated Employment Agreement dated as of August 1, 2000 between Marcus C.
          Rowland and Chesapeake Energy Corporation. Incorporated herein by reference to Exhibit 10.2.3
          to Chesapeake's registration statement on Form S-1 (No. 333-45872).

10.2.4+   Employment Agreement dated as of July 1, 2000, between Michael A. Johnson and Chesapeake
          Energy Corporation. Incorporated herein by reference to Exhibit 10.2.8 to Chesapeake's quarterly

10.2.5+   Employment Agreement dated as of July 1, 2000, between Martha A. Burger and Chesapeake
          Energy Corporation. Incorporated herein by reference to Exhibit 10.2.9 to Chesapeake's quarterly
          report on Form 10-Q for the quarter ended June 30, 2000.

10.3+     Form of Indemnity Agreement for officers and directors of Chesapeake and its subsidiaries.
          Incorporated herein by reference to Exhibit 10.30 to Chesapeake's registration statement on Form
          S-1 (No. 33-55600).

10.10     Partnership Agreement of Chesapeake Exploration Limited Partnership dated December 27, 1994
          between Chesapeake Energy Corporation and Chesapeake Operating, Inc. Incorporated herein by
          reference to Exhibit 10.10 to Chesapeake's registration statement on Form S-4 (No. 33-93718).

10.11     Amended and Restated Limited Partnership Agreement of Chesapeake Louisiana, L.P. dated June
          30, 1997 between Chesapeake Operating, Inc. and Chesapeake Energy Louisiana Corporation.
          Incorporated herein by reference to Exhibit 10.11 to Chesapeake's annual report on Form 10-K
          for the year ended June 30, 1997.

12        Computation of Ratios of Earnings and Fixed Charges. Incorporated herein by reference to
          Exhibit 12.1 to Chesapeake's annual report on Form 10-K for the year ended December 31, 2002.

21*       Subsidiaries of Chesapeake.

23.1*     Consent of PricewaterhouseCoopers LLP.

23.2*     Consent of Williamson Petroleum Consultants, Inc.

23.3*     Consent of Ryder Scott Company L.P.

23.4*     Consent of Lee Keeling and Associates, Inc.

23.5*     Consent of Netherland, Sewell and Associates, Inc.

23.6*     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).

23.7*     Consent of Commercial Law Group, P.C. (included in Exhibit 5.2).


                                     II-7





Exhibit
  No.                                        Description
- -------                                      -----------
     

 24.1*    Power of Attorney (included in the signature pages of this Registration Statement).

 25.1*    Statement of Eligibility on Form T-1 of The Bank of New York.

- --------
* Filed herewith.
+ Management contract or compensatory plan or arrangement.

   (b)  Financial Statement Schedules.  Incorporated herein by reference to
Item 8 of Chesapeake's annual report on Form 10-K for the year ended December
31, 2002.

Item 22.  Undertakings

   Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of any
Registrant, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by any Registrant of expenses incurred
or paid by a director, officer or controlling person of such Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, such Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

   Each registrant hereby undertakes

      (1)  To file, during any period in which offers or sales are being made,
   a post-effective amendment to this registration statement:

          (a)  To include any prospectus required by section 10(a)(3) of the
       Securities Act of 1933;

          (b)  To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represent a fundamental change in the information set forth
       in the registration statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if the total
       dollar value of securities offered would not exceed that which was
       registered) and any deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form of prospectus filed
       with the Commission pursuant to Rule 424(b) if, in the aggregate, the
       changes in volume and price represent no more than 20% change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration statement;

          (c)  To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement;
       and

      (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

      (4)  That, for purposes of determining any liability under the Securities
   Act of 1933, each filing of the registrants annual report pursuant to
   section 13(a) or section 15(d) of the Securities Exchange Act of 1934

                                     II-8



   (and, where applicable, each filing of an employee benefit plan's annual
   report pursuant to section 15(d) of the Securities Exchange Act of 1934)
   that is incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed to
   be the initial bona fide offering thereof.

      (5)  To respond to requests for information that is incorporated by
   reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
   Form, within one business day of receipt of such request, and to send the
   incorporated documents by first class mail or other equally prompt means.

   This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.

      (6)  To supply by means of a post-effective amendment all information
   concerning a transaction, and the company being acquired involved therein,
   that was not the subject of and included in this Registration Statement when
   it became effective.

                                     II-9



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City, State of
Oklahoma on April 7, 2003.

                                          CHESAPEAKE ENERGY CORPORATION


                                              By:   /s/  AUBREY K. MCCLENDON
                                                  -----------------------------
                                                       Aubrey K. McClendon
                                                    Chairman of the Board and
                                                     Chief Executive Officer

   Each person whose signature appears below authorizes Aubrey K. McClendon and
Marcus C. Rowland, and each of them, each of whom may act without joinder of
the other, to execute in the name of each such person who is then an officer or
director of the company and to file any amendments to this registration
statement necessary or advisable to enable the company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection
with the registration of the securities which are the subject of this
registration statement, which amendments may make such changes in the
registration statement as such attorney may deem appropriate. Pursuant to the
requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date
indicated.

          Signature                      Capacity                 Date
          ---------                      --------                 ----

  /s/  AUBREY K. MCCLENDON     Chairman of the Board, Chief   April 7, 2003
- -----------------------------    Executive Officer and
     Aubrey K. McClendon         Director (Principal
                                 Executive Officer)

      /s/  TOM L. WARD         President, Chief Operating     April 7, 2003
- -----------------------------    Officer and Director
         Tom L. Ward             (Principal Executive
                                 Officer)

   /s/  MARCUS C. ROWLAND      Executive Vice President and   April 7, 2003
- -----------------------------    Chief Financial Officer
      Marcus C. Rowland          (Principal Financial
                                 Officer)

   /s/  MICHAEL A. JOHNSON     Senior Vice                    April 7, 2003
- -----------------------------    President--Accounting,
     Michael A. Johnson          Controller and Chief
                                 Accounting Officer
                                 (Principal Accounting
                                 Officer)

- -----------------------------  Director
    Edgar F. Heizer, Jr.

     /s/  BREENE M. KERR       Director                       April 7, 2003
- -----------------------------
       Breene M. Kerr

   /s/  CHARLES T. MAXWELL     Director                       April 7, 2003
- -----------------------------
     Charles T. Maxwell

    /s/  SHANNON T. SELF       Director                       April 7, 2003
- -----------------------------
       Shannon T. Self

/s/  FREDERICK B. WHITTEMORE   Director                       April 7, 2003
- -----------------------------
   Frederick B. Whittemore

                                     II-10



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, each Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City, State of
Oklahoma on April 7, 2003.

                                           CHESAPEAKE EP CORPORATION
                                           CHESAPEAKE DELTA CORP.
                                           CHESAPEAKE OPERATING, INC.
                                           NOMAC DRILLING CORPORATION

                                           By:    /s/  MARCUS C. ROWLAND
                                                  -----------------------------
                                           Name:  Marcus C. Rowland
                                           Title: Vice President

   Each person whose signature appears below authorizes Aubrey K. McClendon and
Marcus C. Rowland, and each of them, each of whom may act without joinder of
the other, to execute in the name of each such person who is then an officer or
director of the company and to file any amendments to this registration
statement necessary or advisable to enable the company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection
with the registration of the securities which are the subject of this
registration statement, which amendments may make such changes in the
registration statement as such attorney may deem appropriate. Pursuant to the
requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date
indicated.

          Signature                      Capacity                 Date
          ---------                      --------                 ----

  /s/  AUBREY K. MCCLENDON     President and Director         April 7, 2003
- -----------------------------    (Principal Executive
     Aubrey K. McClendon         Officer)

      /s/  TOM L. WARD         Vice President and Director    April 7, 2003
- -----------------------------
         Tom L. Ward

   /s/  MARCUS C. ROWLAND      Vice President (Principal      April 7, 2003
- -----------------------------    Financial and Accounting
      Marcus C. Rowland          Officer)

                                     II-11



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, each Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City, State of
Oklahoma on April 7, 2003.

                                           THE AMES COMPANY, L.L.C.
                                           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.

                                           By:    /s/  MARCUS C. ROWLAND
                                           Name:  Marcus C. Rowland
                                           Title: Vice President

   Each person whose signature appears below authorizes Aubrey K. McClendon and
Marcus C. Rowland, and each of them, each of whom may act without joinder of
the other, to execute in the name of each such person who is then an officer or
manager of the company and to file any amendments to this registration
statement necessary or advisable to enable the company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection
with the registration of the securities which are the subject of this
registration statement, which amendments may make such changes in the
registration statement as such attorney may deem appropriate. Pursuant to the
requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date
indicated.

          Signature                      Capacity                 Date
          ---------                      --------                 ----

  /s/  AUBREY K. MCCLENDON     Chief Executive Officer and    April 7, 2003
- -----------------------------    Manager (Principal
     Aubrey K. McClendon         Executive Officer)

      /s/  TOM L. WARD         President and Manager          April 7, 2003
- -----------------------------
         Tom L. Ward

   /s/  MARCUS C. ROWLAND      Vice President (Principal      April 7, 2003
- -----------------------------    Financial and Accounting
      Marcus C. Rowland          Officer)

                                     II-12



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, each Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City, State of
Oklahoma on April 7, 2003.

                                           CHESAPEAKE ENERGY LOUISIANA
                                             CORPORATION

                                           By:    /s/  AUBREY K. MCCLENDON
                                           Name:  Aubrey K. McClendon
                                           Title: Chief Executive Officer

   Each person whose signature appears below authorizes Aubrey K. McClendon and
Marcus C. Rowland, and each of them, each of whom may act without joinder of
the other, to execute in the name of each such person who is then an officer or
director of the company and to file any amendments to this registration
statement necessary or advisable to enable the company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection
with the registration of the securities which are the subject of this
registration statement, which amendments may make such changes in the
registration statement as such attorney may deem appropriate. Pursuant to the
requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date
indicated.

          Signature                      Capacity                 Date
          ---------                      --------                 ----

  /s/  AUBREY K. MCCLENDON     Chief Executive Officer and    April 7, 2003
- -----------------------------    Director (Principal
     Aubrey K. McClendon         Executive Officer)

      /s/  TOM L. WARD         President, Chief Operating     April 7, 2003
- -----------------------------    Officer and Director
         Tom L. Ward

   /s/  MARCUS C. ROWLAND      Vice President--Finance        April 7, 2003
- -----------------------------    (Principal Financial and
      Marcus C. Rowland          Accounting Officer)

                                     II-13



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, each Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City, State of
Oklahoma on April 7, 2003.

                                           CHESAPEAKE EXPLORATION LIMITED
                                             PARTNERSHIP
                                           CHESAPEAKE LOUISIANA, L.P.
                                           CHESAPEAKE PANHANDLE LIMITED
                                             PARTNERSHIP
                                           CHESAPEAKE-STAGHORN ACQUISITION L.P.
                                           CHESAPEAKE SIGMA, L.P.

                                           By Chesapeake Operating, Inc., as
                                             general partner of each respective
                                             entity

                                           By:    /s/  AUBREY K. MCCLENDON
                                                  -----------------------------
                                           Name:  Aubrey K. McClendon
                                           Title: Chief Executive Officer

   Each person whose signature appears below authorizes Aubrey K. McClendon and
Marcus C. Rowland, and each of them, each of whom may act without joinder of
the other, to execute in the name of each such person who is then an officer or
director of the company and to file any amendments to this registration
statement necessary or advisable to enable the company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof, in connection
with the registration of the securities which are the subject of this
registration statement, which amendments may make such changes in the
registration statement as such attorney may deem appropriate. Pursuant to the
requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the date
indicated.

          Signature                      Capacity                 Date
          ---------                      --------                 ----

  /s/  AUBREY K. MCCLENDON     Chief Executive Officer and    April 7, 2003
- -----------------------------    Director of Chesapeake
     Aubrey K. McClendon         Operating, Inc. (Principal
                                 Executive Officer)

      /s/  TOM L. WARD         President, Chief Operating     April 7, 2003
- -----------------------------    Officer and Director of
         Tom L. Ward             Chesapeake Operating, Inc.

   /s/  MARCUS C. ROWLAND      Executive Vice                 April 7, 2003
- -----------------------------    President--Finance and
      Marcus C. Rowland          Chief Financial Officer of
                                 Chesapeake Operating, Inc.
                                 (Principal Financial and
                                 Accounting Officer)

                                     II-14

EX-4.7

                                                                     Exhibit 4.7

                                                                  EXECUTION COPY

================================================================================

                          CHESAPEAKE ENERGY CORPORATION

                                   as Issuer,

                           THE SUBSIDIARY GUARANTORS,

                                 as Guarantors,

                                       AND

                              THE BANK OF NEW YORK,
                                   as Trustee

                                   ----------

                                    INDENTURE

                            DATED AS OF MARCH 5, 2003

                                   ----------

                           7.50% SENIOR NOTES DUE 2013

                                   ----------

================================================================================



                                                                               2

                              CROSS-REFERENCE TABLE

                                                                    INDENTURE
TIA SECTION                                                         SECTION

 310  (a) (1) ...................................................   7.10
      (a) (2) ...................................................   7.10
      (a) (3) ...................................................   N.A.
      (a) (4) ...................................................   N.A.
      (a) (5) ...................................................   7.08
      (b) .......................................................   7.08; 7.10
      (c) .......................................................   N.A.
 311  (a) .......................................................   7.11
      (b) .......................................................   7.11
      (c) .......................................................   N.A.
 312  (a) .......................................................   2.05
      (b) .......................................................   12.03
      (c) .......................................................   12.03
 313  (a) .......................................................   7.06
      (b) (1) ...................................................   N.A.
      (b) (2) ...................................................   7.06
      (c) .......................................................   7.06; 12.02
      (d) .......................................................   7.06
 314  (a) .......................................................   4.02; 4.03;
12.02
      (b) .......................................................   N.A.
      (c) (1) ...................................................   12.04
      (c) (2) ...................................................   12.04
      (c) (3) ...................................................   N.A.
      (d) .......................................................   N.A.
      (e) .......................................................   12.05
      (f) .......................................................   N.A.
 315  (a) .......................................................   7.01 (b)
      (b) .......................................................   7.05; 12.02
      (c) .......................................................   7.01 (a)
      (d) .......................................................   7.01 (c)
      (e) .......................................................   6.11
 316  (a) (last sentence) .......................................   2.09
      (a) (1) (A) ...............................................   6.05
      (a) (1) (B) ...............................................   6.02; 6.04;
9.02
      (a) (2) ...................................................   N.A.
      (b) .......................................................   6.07
      (c) .......................................................   N.A.
 317  (a) (1) ...................................................   6.08
      (a) (2) ...................................................   6.09
      (b) .......................................................   2.04



                                                                               3

 318  (a) .......................................................   12.01
 318  (c) .......................................................   12.01

- ----------
N.A. means Not Applicable

NOTE: This Cross-Reference table shall not, for any purpose, be deemed part of
this Indenture.



                                                                               4

                                TABLE OF CONTENTS

ARTICLE ONE
   SECTION 1.01.    Definitions ..........................................     6
   SECTION 1.02.    Other Definitions ....................................    32
   SECTION 1.03.    Incorporation by Reference of Trust Indenture Act ....    32
   SECTION 1.04.    Rules of Construction ................................    33
ARTICLE TWO
   SECTION 2.01.    Form and Dating ......................................    33
   SECTION 2.02.    Execution and Authentication .........................    34
   SECTION 2.03.    Registrar and Paying Agent ...........................    35
   SECTION 2.04.    Paying Agent To Hold Money in Trust ..................    35
   SECTION 2.05.    Holder Lists .........................................    36
   SECTION 2.06.    Transfer and Exchange ................................    36
   SECTION 2.07.    Replacement Securities ...............................    36
   SECTION 2.08.    Outstanding Securities ...............................    36
   SECTION 2.09.    Temporary Securities .................................    37
   SECTION 2.10.    Cancellation .........................................    37
   SECTION 2.11.    Defaulted Interest ...................................    37
   SECTION 2.12.    CUSIP Numbers ........................................    38
   SECTION 2.13.    Issuance of Additional Securities ....................    38
ARTICLE THREE
   SECTION 3.01.    Notice to Trustee ....................................    39
   SECTION 3.02.    Selection of Securities to Be Redeemed ...............    39
   SECTION 3.03.    Notice of Redemption .................................    39
   SECTION 3.04.    Effect of Notice of Redemption .......................    41
   SECTION 3.05.    Deposit of Redemption Price ..........................    41
   SECTION 3.06.    Securities Redeemed in Part ..........................    41
   SECTION 3.07.    Optional Redemption ..................................    41
   SECTION 3.08.    Equity Offering Redemption ...........................    42
   SECTION 3.09.    Optional Redemption at Make-Whole Price ..............    42
ARTICLE FOUR
   SECTION 4.01.    Payment of Securities ................................    43
   SECTION 4.02.    SEC Reports ..........................................    43
   SECTION 4.03.    Compliance Certificates ..............................    43
   SECTION 4.04.    Maintenance of Office or Agency ......................    45
   SECTION 4.05.    Corporate Existence ..................................    45
   SECTION 4.06.    Waiver of Stay, Extension or Usury Laws ..............    46
   SECTION 4.07.    Payment of Taxes and Other Claims ....................    46
   SECTION 4.08.    Maintenance of Properties and Insurance ..............    46
   SECTION 4.09.    Limitation on Incurrence of Additional Indebtedness ..    47
   SECTION 4.10.    Limitation on Restricted Payments ....................    48
   SECTION 4.11.    Limitation on Sale of Assets .........................    50



                                                                               5

   SECTION 4.12.    Limitation on Liens Securing Indebtedness ............    53
   SECTION 4.13.    Limitation on Sale/Leaseback Transactions ............    53
   SECTION 4.14.    Limitation on Payment Restrictions Affecting
                       Subsidiaries ......................................    54
   SECTION 4.15.    Limitation on Transactions with Affiliates ...........    55
   SECTION 4.16.    Change of Control ....................................    55
ARTICLE FIVE
   SECTION 5.01.    When Company May Merge, etc. .........................    57
   SECTION 5.02.    Successor Corporation Substituted ....................    58
ARTICLE SIX
   SECTION 6.01.    Events of Default ....................................    58
   SECTION 6.02.    Acceleration .........................................    61
   SECTION 6.03.    Other Remedies .......................................    62
   SECTION 6.04.    Waiver of Past Defaults ..............................    62
   SECTION 6.05.    Control by Majority ..................................    62
   SECTION 6.06.    Limitation on Remedies ...............................    62
   SECTION 6.07.    Rights of Holders to Receive Payment .................    63
   SECTION 6.08.    Collection Suit by Trustee ...........................    63
   SECTION 6.09.    Trustee May File Proofs of Claim .....................    64
   SECTION 6.10.    Priorities ...........................................    64
   SECTION 6.11.    Undertaking for Costs ................................    64
ARTICLE SEVEN
   SECTION 7.01.    Duties of Trustee ....................................    65
   SECTION 7.02.    Rights of Trustee ....................................    66
   SECTION 7.03.    Individual Rights of Trustee .........................    67
   SECTION 7.04.    Trustee's Disclaimer .................................    67
   SECTION 7.05.    Notice of Defaults ...................................    67
   SECTION 7.06.    Reports by Trustee to Holders ........................    67
   SECTION 7.07.    Compensation and Indemnity ...........................    67
   SECTION 7.08.    Replacement of Trustee ...............................    69
   SECTION 7.09.    Successor Trustee by Merger, etc. ....................    70
   SECTION 7.10.    Eligibility; Disqualification ........................    70
   SECTION 7.11.    Preferential Collection of Claims Against Company ....    70
ARTICLE EIGHT
   SECTION 8.01.    Option to Effect Legal Defeasance or Covenant
                       Defeasance ........................................    70
   SECTION 8.02.    Legal Defeasance and Discharge .......................    71
   SECTION 8.03.    Covenant Defeasance ..................................    71
   SECTION 8.04.    Conditions to Legal or Covenant Defeasance ...........    72
   SECTION 8.05.    Deposited Money and U.S. Government Securities to be
                       Held in Trust; Other Miscellaneous Provisions .....    74
   SECTION 8.06.    Repayment to Company .................................    74
   SECTION 8.07.    Reinstatement ........................................    75



                                                                               6

ARTICLE NINE
   SECTION 9.01.    Without Consent of Holders ...........................    75
   SECTION 9.02.    With Consent of Holders ..............................    76
   SECTION 9.03.    Compliance with Trust Indenture Act ..................    78
   SECTION 9.04.    Revocation and Effect of Consents ....................    78
   SECTION 9.05.    Notation on or Exchange of Senior Notes ..............    79
   SECTION 9.06.    Trustee Protected ....................................    79
ARTICLE TEN
   SECTION 10.01.   Unconditional Guarantee ..............................    80
   SECTION 10.02.   Subsidiary Guarantors May Consolidate, etc., on
                       Certain Terms .....................................    81
   SECTION 10.03.   Addition of Subsidiary Guarantors ....................    82
   SECTION 10.04.   Release of a Subsidiary Guarantor ....................    82
   SECTION 10.05.   Limitation of Subsidiary Guarantor's Liability .......    83
   SECTION 10.06.   Contribution .........................................    83
   SECTION 10.07.   [Intentionally Omitted.] .............................    84
   SECTION 10.08.   Severability .........................................    84
ARTICLE ELEVEN
   SECTION 11.01.   Trust Indenture Act Controls .........................    84
   SECTION 11.02.   Notices ..............................................    84
   SECTION 11.03.   Communication by Holders with Other Holders ..........    85
   SECTION 11.04.   Certificate and Opinion as to Conditions Precedent ...    85
   SECTION 11.05.   Statements Required in Certificate or Opinion ........    85
   SECTION 11.06.   Rules by Trustee and Agents ..........................    86
   SECTION 11.07.   Legal Holidays .......................................    86
   SECTION 11.08.   Governing Law ........................................    86
   SECTION 11.09.   No Adverse Interpretation of Other Agreements ........    86
   SECTION 11.10.   No Recourse Against Others ...........................    86
   SECTION 11.11.   Successors ...........................................    87
   SECTION 11.12.   Duplicate Originals ..................................    87
   SECTION 11.13.   Severability .........................................    87

SIGNATURES ...............................................................    58

RULE 144A/REGULATION S APPENDIX ..........................................   A-1

EXHIBIT 1 TO THE RULE 144A/REGULATION S APPENDIX - FORM OF INITIAL
   SECURITY ..............................................................   B-1

EXHIBIT A-1 - FORM OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY .....   C-1



                                                                               7

- ----------
NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of this Indenture.



                                                                               6

          INDENTURE, dated as of March 5, 2003, among CHESAPEAKE ENERGY
CORPORATION, an Oklahoma corporation (the "Company"), the SUBSIDIARY GUARANTORS
listed as signatories hereto and The Bank of New York, a New York corporation,
as Trustee.

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the holders of the Company's 7.50% Senior
Notes due 2013:

                                   ARTICLE ONE

                    DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.

          "Additional Securities" means, subject to the Company's compliance
with Section 4.09(a), 7.50% Senior Notes due 2013 issued from time to time after
the Issue Date under the terms of this Indenture (other than pursuant to Section
2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Securities or
Private Exchange Securities issued pursuant to an exchange offer for other
Securities outstanding under this Indenture).

          "Adjusted Consolidated EBITDA" means the Consolidated Net Income of
the Company and its Restricted Subsidiaries for the Reference Period, (a)
increased (to the extent deducted in determining Consolidated Net Income) by the
sum, without duplication, of: (i) all income and state franchise taxes of the
Company and its Restricted Subsidiaries paid or accrued according to GAAP for
such period (other than income taxes attributable to extraordinary, unusual or
non-recurring gains or losses); (ii) all interest expense of the Company and its
Restricted Subsidiaries paid or accrued in accordance with GAAP for such period
(including amortization of original issue discount or premium); (iii)
depreciation and depletion of the Company and its Restricted Subsidiaries; (iv)
amortization of the Company and its Restricted Subsidiaries including, without
limitation, amortization of capitalized debt issuance costs; (v) any loss
realized in accordance with GAAP upon the sale or other disposition of any
property, plant or equipment of the Company or its Restricted Subsidiaries
(including pursuant to any Sale/Leaseback Transaction) which is not sold or
otherwise disposed of in the ordinary course of business and any loss realized
in accordance with GAAP upon the sale or other disposition of any Capital Stock
of any Person; (vi) any loss realized in accordance with GAAP from currency
exchange transactions not in the ordinary course of business



                                                                               7

consistent with past practice; (vii) any loss net of income taxes realized in
accordance with GAAP attributable to extraordinary items; (viii) any charges
associated solely with the prepayment of any Indebtedness; and (ix) any other
non-cash charges to the extent deducted from Consolidated Net Income and (b)
decreased (to the extent included in determining Consolidated Net Income) by the
sum of (i) the amount, of deferred revenues that are amortized during the
Reference Period and are attributable to reserves that are subject to Volumetric
Production Payments and (ii) amounts recorded in accordance with GAAP as
repayments of principal and interest pursuant to Dollar-Denominated Production
Payments.

          "Adjusted Consolidated EBITDA Coverage Ratio" means, for any Reference
Period, the ratio on a pro forma basis of (a) Adjusted Consolidated EBITDA for
the Reference Period to (b) Adjusted Consolidated Interest Expense for such
Reference Period; provided, that, in calculating Adjusted Consolidated EBITDA
and Adjusted Consolidated Interest Expense (i) acquisitions which occurred
during the Reference Period or subsequent to the Reference Period and on or
prior to the date of the transaction giving rise to the need to calculate the
Adjusted Consolidated EBITDA Coverage Ratio (the "Transaction Date") shall be
assumed to have occurred on the first day of the Reference Period, (ii) the
incurrence of any Indebtedness (including the issuance of the Securities) or
issuance of any Disqualified Stock during the Reference Period or subsequent to
the Reference Period and on or prior to the Transaction Date shall be assumed to
have occurred on the first day of such Reference Period, (iii) any Indebtedness
that had been outstanding during the Reference Period that has been repaid on or
prior to the Transaction Date shall be assumed to have been repaid as of the
first day of such Reference Period, (iv) the Adjusted Consolidated Interest
Expense attributable to interest of any Indebtedness or dividends on any
Disqualified Stock bearing a floating interest (or dividend) rate shall be
computed on a pro forma basis as if the rate in effect on the Transaction Date
were the average rate in effect during the entire Reference Period and (v) in
determining the amount of Indebtednes pursuant to Section 4.09 the incurrence of
Indebtedness or issuance of Disqualified Stock giving rise to the need to
calculate the Adjusted consolidated EBITDA Coverage Ratio and, to the extent the
net proceeds from the incurrence or issuance thereof are used to retire
Indebtedness, the application of the proceeds therefrom shall be assumed to have
occurred on the first day of the Reference Period.



                                                                               8

          "Adjusted Consolidated Interest Expense" means, with respect to the
Company and its Restricted Subsidiaries, for the Reference Period, the aggregate
amount (without duplication) of (a) interest expensed in accordance with GAAP
(including, in accordance with the following sentence, interest attributable to
Capitalized Lease Obligations, but excluding interest attributable to
Dollar-Denominated Production Payments and amortization of deferred debt
expense) during such period in respect of all Indebtedness of the Company and
its Restricted Subsidiaries (including (i) amortization of original issue
discount or premium on any Indebtedness (other than with respect to the Existing
Notes and the Securities), (ii) the interest portion of all deferred payment
obligations, calculated in accordance with GAAP, and (iii) all commissions,
discounts and other fees and charges owed with respect to bankers' acceptance
financings and currency and interest rate swap arrangements, in each case to the
extent attributable to such period), and (b) dividend requirements of the
Company and its Restricted Subsidiaries with respect to any Preferred Stock
dividends (whether in cash or otherwise (except dividends paid solely in shares
of Qualified Stock)) paid (other than to the Company or any of its Restricted
Subsidiaries), declared, accrued or accumulated during such period, divided by
one minus the applicable actual combined federal, state, local and foreign
income tax rate of the Company and its Subsidiaries (expressed as a decimal), on
a consolidated basis, for the four quarters immediately preceding the date of
the transaction giving rise to the need to calculate Consolidated Interest
Expense, in each case to the extent attributable to such period and excluding
items eliminated in consolidation. For purposes of this definition, (a) interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP and (b) interest expense
attributable to any Indebtedness represented by the guarantee by the Company or
a Restricted Subsidiary of the Company of an obligation of another Person shall
be deemed to be the interest expense attributable to the Indebtedness
guaranteed.

          "Adjusted Consolidated Net Tangible Assets" or "ACNTA" means (without
duplication), as of the date of determination, (a) the sum of (i) discounted
future net revenue from proved oil and gas reserves of the Company and its
Restricted Subsidiaries calculated in accordance with SEC guidelines before any
state or federal income taxes, as estimated by independent petroleum engineers
in a reserve report prepared as of the end of the Company's most recently
completed fiscal year, as increased by, as of the date of



                                                                               9

determination, the discounted future net revenue of (A) estimated proved oil and
gas reserves of the Company and its Restricted Subsidiaries attributable to any
acquisition consummated since the date of such year-end reserve report, and (B)
estimated proved oil and gas reserves of the Company and its Restricted
Subsidiaries attributable to extensions, discoveries and other additions and
upward revisions of estimates of proved oil and gas reserves due to exploration,
development or exploitation, production or other activities conducted or
otherwise occurring since the date of such year-end reserve report, which, in
the case of sub-clauses (A) and (B), would, in accordance with standard industry
practice, result in such increases as calculated in accordance with SEC
guidelines (utilizing the prices utilized in such year-end reserve report), and
decreased by, as of the date of determination, the discounted future net revenue
of (C) estimated proved oil and gas reserves of the Company and its Restricted
Subsidiaries produced or disposed of since the date of such year-end reserve
report and (D) reductions in the estimated oil and gas reserves of the Company
and its Restricted Subsidiaries since the date of such year-end reserve report
attributable to downward revisions of estimates of proved oil and gas reserves
due to exploration, development or exploitation, production or other activities
conducted or otherwise occurring since the date of such year-end reserve report
which, in the case of sub-clauses (C) and (D), would, in accordance with
standard industry practice, result in such decreases as calculated in accordance
with SEC guidelines (utilizing the prices utilized in such year-end reserve
report); provided that, in the case of each of the determinations made pursuant
to clauses (A) through (D), such increases and decreases shall be as estimated
by the Company's engineers, (ii) the capitalized costs that are attributable to
oil and gas properties of the Company and its Restricted Subsidiaries to which
no proved oil and gas reserves are attributable, based on the Company's books
and records as of a date no earlier than the date of the Company's latest annual
or quarterly financial statements, (iii) the Net Working Capital on a date no
earlier than the date of the Company's latest annual or quarterly financial
statements and (iv) the greater of (I) the net book value on a date no earlier
than the date of the Company's latest annual or quarterly financial statements
and (II) the appraised value, as estimated by independent appraisers, of other
tangible assets (including Investments in unconsolidated Subsidiaries) of the
Company and its Restricted Subsidiaries, as of a date no earlier than the date
of the Company's latest audited financial statements, minus (b) the sum of (i)
minority interests, (ii) any gas balancing liabilities of the Company and its
Restricted



                                                                              10

Subsidiaries reflected as a long-term liability in the Company's latest annual
or quarterly financial statements, (iii) the discounted future net revenue,
calculated in accordance with SEC guidelines (utilizing the prices utilized in
the Company's year-end reserve report), attributable to reserves which are
required to be delivered to third parties to fully satisfy the obligations of
the Company and its Restricted Subsidiaries with respect to Volumetric
Production Payments on the schedules specified with respect thereto, (iv) the
discounted future net revenue, calculated in accordance with SEC guidelines,
attributable to reserves subject to Dollar-Denominated Production Payments
which, based on the estimates of production included in determining the
discounted future net revenue specified in (a) (i) above (utilizing the same
prices utilized in the Company's year-end reserve report), would be necessary to
fully satisfy the payment obligations of the Company and its Restricted
Subsidiaries with respect to Dollar-Denominated Production Payments on the
schedules specified with respect thereto and (v) the discounted future net
revenue, calculated in accordance with SEC guidelines (utilizing the same prices
utilized in the Company's year-end reserve report), attributable to reserves
subject to participation interests, overriding royalty interests or other
interests of third parties, pursuant to participation, partnership, vendor
financing or other agreements then in effect, or which otherwise are required to
be delivered to third parties. If the Company changes its method of accounting
from the full cost method to the successful efforts method or a similar method
of accounting, Adjusted Consolidated Net Tangible Assets will continue to be
calculated as if the Company were still using the full cost method of
accounting.

          "Adjusted Net Assets of a Subsidiary Guarantor" at any date shall mean
the lesser of (i) the amount by which the fair value of the property of such
Subsidiary Guarantor exceeds the total amount of liabilities, including, without
limitation, contingent liabilities (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), but excluding
liabilities under the Guarantee of such Subsidiary Guarantor at such date and
(ii) the amount by which the present fair saleable value of the assets of such
Subsidiary Guarantor at such date exceeds the amount that will be required to
pay the probable liability of such Subsidiary Guarantor on its debts (after
giving effect to all other fixed and contingent liabilities incurred or assumed
on such date and after giving effect to any collection from any Subsidiary of
such Subsidiary Guarantor in respect of the obligations of such Subsidiary



                                                                              11

under the Guarantee), excluding debt in respect of the Guarantee, as they become
absolute and matured.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person directly or indirectly,
whether through the ownership of Voting Stock, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

          "Agent" means any Registrar, Paying Agent or co-registrar.

          "Asset Sale" means any sale, lease, transfer, exchange or other
disposition (or series of related sales, leases, transfers, exchanges or
dispositions) having a fair market value of $1,000,000 or more of shares of
Capital Stock of a Restricted Subsidiary (other than directors' qualifying
shares), or of property or assets (including the creation of Dollar-Denominated
Production Payments and Volumetric Production Payments, other than
Dollar-Denominated Production Payments and Volumetric Production Payments
created or sold in connection with the financing of, and within 30 days after,
the acquisition of the properties subject thereto) or any interests therein
(each referred to for purposes of this definition as a "disposition") by the
Company or any of its Restricted Subsidiaries, including any disposition by
means of a merger, consolidation or similar transaction (other than (a) by the
Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company
or another Restricted Subsidiary, (b) a sale of oil, gas or other hydrocarbons
or other mineral products in the ordinary course of business of the Company's
oil and gas production operations, (c) any abandonment, farm-in, farm-out, lease
and sub-lease of developed and/or undeveloped properties made or entered into in
the ordinary course of business, but excluding (x) any sale of a net profits or
overriding royalty interest, in each case conveyed from or burdening proved
developed or proved undeveloped reserves and (y) any sale of hydrocarbons or
other mineral products as a result of the creation of Dollar-Denominated
Production Payments or Volumetric Production Payments, other than
Dollar-Denominated Production Payments and Volumetric Production Payments
created or sold in connection with the financing of, and within 30 days after,
the acquisition of the properties subject thereto), (d) the disposition of all
or substantially all of the assets of the Company in compliance with Article
Five, (e) Sale/Leaseback



                                                                              12

Transactions in compliance with Section 4.13, (f) the provision of services and
equipment for the operation and development of the Company's oil and gas wells,
in the ordinary course of the Company's oil and gas service businesses,
notwithstanding that such transactions may be recorded as asset sales in
accordance with full cost accounting guidelines, and (g) the issuance by the
Company of shares of its Capital Stock).

          "Attributable Indebtedness" means, with respect to any particular
lease under which any Person is at the time liable and at any date as of which
the amount thereof is to be determined, the present value of the total net
amount of rent required to be paid by such Person under the lease during the
primary term thereof, without giving effect to any renewals at the option of the
lessee, discounted from the respective due dates thereof to such date at the
rate of interest per annum implicit in the terms of the lease. As used in the
preceding sentence, the "net amount of rent" under any lease for any such period
shall mean the sum of rental and other payments required to be paid with respect
to such period by the lessee thereunder excluding any amounts required to be
paid by such lessee on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges. In the case of any lease which is
terminable by the lessee upon payment of a penalty, such net amount of rent
shall also include the amount of such penalty, but no rent shall be considered
as required to be paid under such lease subsequent to the first date upon which
it may be so terminated.

          "Average Life" means, as of the date of determination, with respect to
any Indebtedness, the quotient obtained by dividing (i) the product of (x) the
number of years from such date to the date of each successive scheduled
principal payment of such Indebtedness multiplied by (y) the amount of such
principal payment by (ii) the sum of all such principal payments.

          "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person duly authorized to act on behalf of the Board of Directors of such
Person.

          "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors or the managing partner(s)
of such Person and to be in full force and effect



                                                                              13

on the date of such certification, and delivered to the Trustee.

          "Business Day" means any day on which the New York Stock Exchange,
Inc. is open for trading and which is not a Legal Holiday.

          "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of corporate
stock or partnership or limited liability company interests and any and all
warrants, options and rights with respect thereto (whether or not currently
exercisable), including each class of common stock and preferred stock of such
Person.

          "Capitalized Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under a lease of property, real or
personal, that is required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

          "Change of Control" means the occurrence of any of the following: (i)
the sale, lease or transfer, in one or a series of related transactions, of all
or substantially all of the Company's assets to any Person or group (as such
term is used in Section 13(d)(3) of the Exchange Act), other than to Permitted
Holders; (ii) the adoption of a plan relating to the liquidation or dissolution
of the Company; (iii) the acquisition, directly or indirectly, by any Person or
group (as such term is used in Section 13(d)(3) of the Exchange Act), other than
Permitted Holders, of beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act, except that such Person shall be deemed to have beneficial
ownership of all shares that any such Person has the right to acquire, whether
such right is exercisable immediately or only after passage of time) of more
than 50% of the aggregate voting power of the Voting Stock of the Company;
provided, however, that the Permitted Holders beneficially own (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in the
aggregate a lesser percentage of the total voting power of the Voting Stock of
the Company than such other Person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company (for the purposes of this
definition, such other Person shall be deemed to beneficially own any Voting
Stock of a specified corporation held by a parent corporation, if such other
Person is the beneficial owner (as defined above), directly



                                                                              14

or indirectly, of more than 35% of the voting power of the Voting Stock of such
parent corporation and the Permitted Holders beneficially own (as defined in
this proviso), directly or indirectly, in the aggregate a lesser percentage of
the voting power of the Voting Stock of such parent corporation and do not have
the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the Board of Directors of such parent
corporation); or (iv) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the Company
was approved by a vote of 66-2/3% of the directors of the Company then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company then in
office.

          "Company" means the party named as such above, until a successor
replaces such Person in accordance with the terms of this Indenture, and
thereafter means such successor.

          "Consolidated Net Income" of the Company means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP;
provided, however, that there shall not be included in such Consolidated Net
Income: (a) any net income of any Person if such Person is not the Company or a
Restricted Subsidiary, except that (i) subject to the limitations contained in
clause (d) below, the Company's equity in the net income of any such Person for
such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash or cash equivalents actually distributed by such Person
during such period to the Company or a Restricted Subsidiary as a dividend or
other distribution (subject, in the case of a dividend or other distribution to
a Restricted Subsidiary, to the limitations contained in clause (c) below) and
(ii) the Company's equity in a net loss of any such Person (other than an
Unrestricted Subsidiary) for such period shall be included in determining such
Consolidated Net Income; (b) any net income (or loss) of any Person acquired by
the Company or a Subsidiary in a pooling of interests transaction for any period
prior to the date of such acquisition; (c) the net income of any Restricted
Subsidiary to the extent that the payment of dividends or the making of
distributions by such Restricted Subsidiary, directly or indirectly, to the
Company, is prohibited; (d) any gain (but not loss) realized



                                                                              15

upon the sale or other disposition of any property, plant or equipment of the
Company or any Restricted Subsidiary (including pursuant to any Sale/Leaseback
Transaction) which is not sold or otherwise disposed of in the ordinary course
of business and any gain (but not loss) realized upon the sale or other
disposition of any Capital Stock of any Person; (e) any gain (but not loss) from
currency exchange transactions not in the ordinary course of business consistent
with past practice; (f) the cumulative effect of a change in accounting
principles; (g) to the extent deducted in the calculation of net income, the
non-cash charges associated with the repayment of Indebtedness with the proceeds
from the sale of the Securities or any other Senior Indebtedness scheduled to
mature no earlier than the Indebtedness being repaid and the prepayment of any
of the Securities or such other Senior Indebtedness; and (h) any writedowns of
non-current assets; provided, however, that any "ceiling limitation" writedowns
under SEC guidelines shall be treated as capitalized costs, as if such
writedowns had not occurred; (i) any gain (but not loss) attributable to
extraordinary items; and (j) any unrealized non-cash gains or losses or charges
in respect of hedge or non-hedge derivatives (including those resulting from the
application of FAS 133).

          "Consolidated Tangible Net Worth" means, with respect to the Company
and its Restricted Subsidiaries, as at any date of determination, the sum of
Capital Stock (other than Disqualified Stock) and additional paid-in capital
plus retained earnings (or minus accumulated deficit) minus all intangible
assets, including, without limitation, organization costs, patents, trademarks,
copyrights, franchises, research and development costs, and any amount reflected
in treasury stock, of the Company and its Restricted Subsidiaries determined on
a consolidated basis in accordance with GAAP.

          "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Company's existing credit facility) or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.

          "Currency Hedge Obligations" means, at any time as to the Company and
its Restricted Subsidiaries, the



                                                                              16

obligations of such Person at such time that were incurred in the ordinary
course of business pursuant to any foreign currency exchange agreement, option
or futures contract or other similar agreement or arrangement designed to
protect against or manage such Person's or any of its Subsidiaries' exposure to
fluctuations in foreign currency exchange rates.

          "Default" means any event which is, or after notice or passage of time
would be, an Event of Default.

          "Disinterested Director" means, with respect to an Affiliate
Transaction or series of related Affiliate Transactions, a member of the Board
of Directors of the Company who has no financial interest, and whose employer
has no financial interest, in such Affiliate Transaction or series of related
Affiliate Transactions.

          "Disqualified Stock" means any Capital Stock of the Company or any
Restricted Subsidiary of the Company which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event or with the passage of time, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the Maturity Date or which is exchangeable or convertible into debt
securities of the Company or any Restricted Subsidiary of the Company, except to
the extent that such exchange or conversion rights cannot be exercised prior to
the Maturity Date.

          "Dollar-Denominated Production Payments" mean production payment
obligations recorded as liabilities in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

          "Equity Offering" means any underwritten public offering of Capital
Stock (other than Disqualified Stock) of the Company pursuant to a registration
statement filed pursuant to the Securities Act or any private placement of
Capital Stock (other than Disqualified Stock) of the Company (other than to any
Person who, prior to such private placement, was an Affiliate of the Company)
which offering or placement is consummated after the Issue Date.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC thereunder.

          "Existing Notes" means the Company's outstanding (i) 7.875% Senior
Notes due 2004, (ii) 8.5% Senior Notes due



                                                                              17

2012, (iii) 8.125% Senior Notes due 2011, (iv) 8.375% Senior Notes due 2008, (v)
9% Senior Notes due 2012 and (vi) 7.75% Senior Notes due 2015.

          "GAAP" means generally accepted accounting principles as in effect in
the United States of America as of the Issue Date.

          "Guarantee" means, individually and collectively, the guarantees given
by the Subsidiary Guarantors pursuant to Article Ten hereof.

          "Holder" means a Person in whose name a Security is registered on the
Registrar's books.

          "Indebtedness" means, without duplication, with respect to any Person,
(a) all obligations of such Person (i) in respect of borrowed money (whether or
not the recourse of the lender is to the whole of the assets of such Person or
only to a portion thereof), (ii) evidenced by bonds, notes, debentures or
similar instruments, (iii) representing the balance deferred and unpaid of the
purchase price of any property or services (other than accounts payable or other
obligations arising in the ordinary course of business), (iv) evidenced by
bankers' acceptances or similar instruments issued or accepted by banks, (v) for
the payment of money relating to a Capitalized Lease Obligation, or (vi)
evidenced by a letter of credit or a reimbursement obligation of such Person
with respect to any letter of credit; (b) all net obligations of such Person
under Interest Rate Hedging Agreements, Oil and Gas Hedging Contracts and
Currency Hedge Obligations, except to the extent such net obligations are taken
into account in the determination of future net revenues from proved oil and gas
reserves for purposes of the calculation of Adjusted Consolidated Net Tangible
Assets; (c) all liabilities of others of the kind described in the preceding
clauses (a) or (b) that such Person has guaranteed or that are otherwise its
legal liability (including, with respect to any Production Payment, any
warranties or guaranties of production or payment by such Person with respect to
such Production Payment but excluding other contractual obligations of such
Person with respect to such Production Payment); (d) Indebtedness (as otherwise
defined in this definition) of another Person secured by a Lien on any asset of
such Person, whether or not such Indebtedness is assumed by such Person, the
amount of such obligations being deemed to be the lesser of (1) the full amount
of such obligations so secured, and (2) the fair market value of such asset, as
determined in good faith by the Board of Directors of such Person, which
determination shall be evidenced by a



                                                                              18

Board Resolution, (e) with respect to such Person, the liquidation preference or
any mandatory redemption payment obligations in respect of Disqualified Stock;
(f) the aggregate preference in respect of amounts payable on the issued and
outstanding shares of Preferred Stock of any of the Company's Restricted
Subsidiaries in the event of any voluntary or involuntary liquidation,
dissolution or winding up (excluding any such preference attributable to such
shares of Preferred Stock that are owned by such Person or any of its Restricted
Subsidiaries; provided, that if such Person is the Company, such exclusion shall
be for such preference attributable to such shares of Preferred Stock that are
owned by the Company or any of its Restricted Subsidiaries); and (g) any and all
deferrals, renewals, extensions, refinancings and refundings (whether direct or
indirect) of, or amendments, modifications or supplements to, any liability of
the kind described in any of the preceding clauses (a), (b), (c), (d), (e), (f)
or this clause (g), whether or not between or among the same parties. Subject to
clause (c) of the preceding sentence, neither Dollar-Denominated Production
Payments nor Volumetric Production Payments shall be deemed to be Indebtedness.

          "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

          "Initial Purchasers" means, collectively, Salomon Smith Barney Inc.,
Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc.,
Morgan Stanley & Co. Incorporated, BNP Paribas Securities Corp., Credit Lyonnais
Securities (USA) Inc. and TD Securities (USA) Inc.

          "Interest Rate Hedging Agreements" means, with respect to the Company
and its Restricted Subsidiaries, the obligations of such Persons under (i)
interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements and (ii) other agreements or arrangements designed to protect
any such Person or any of its Subsidiaries against fluctuations in interest
rates.

          "Investment" of any Person means (i) all investments by such Person in
any other Person in the form of loans, advances or capital contributions, (ii)
all guarantees of Indebtedness or other obligations of any other Person by such
Person, (iii) all purchases (or other acquisitions for consideration) by such
Person of assets, Indebtedness, Capital Stock or other securities of any other
Person and (iv) all other items that would be classified as investments
(including, without limitation, purchases of assets outside



                                                                              19

the ordinary course of business) or advances on a balance sheet of such Person
prepared in accordance with GAAP.

          "Issue Date" means March 5, 2003.

          "Lien" means, with respect to any Person, any mortgage, pledge, lien,
encumbrance, easement, restriction, covenant, right-of-way, charge or adverse
claim affecting title or resulting in an encumbrance against real or personal
property of such Person, or a security interest of any kind (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option, right of first refusal or other similar agreement to sell,
in each case securing obligations of such Person and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statute or statutes) of any jurisdiction).

          "Make-Whole Amount" with respect to a Security means an amount equal
to the excess, if any, of (i) the present value of the remaining interest,
premium and principal payments due on such Security (excluding any portion of
such payments of interest accrued as of the redemption date) as if such Security
were redeemed on September 15, 2008, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (ii) the outstanding principal amount
of such Security. As used herein, "Treasury Rate" is defined as the yield to
maturity (calculated on a semi-annual bond equivalent basis) at the time of the
computation of United States Treasury securities with a constant maturity (as
compiled by and published in the most recent Federal Reserve Statistical Release
H.15 (519), which has become publicly available at least two Business Days prior
to the date of the redemption notice or, if such Statistical Release is no
longer published, any publicly available source of similar market data) most
nearly equal to the then remaining maturity of the Securities assuming
redemption of the Securities on September 15, 2008; provided, however, that if
the Make-Whole Average Life of such Security is not equal to the constant
maturity of the United States Treasury security for which a weekly average yield
is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of a year) from the weekly average yields
of United States Treasury securities for which such yields are given, except
that if the Make-Whole Average Life of such Securities is less than one year,
the weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used. As used herein,
"Make-Whole Average Life" means the number of years (calculated to the nearest



                                                                              20

one-twelfth) between the date of redemption and September 15, 2008.

          "Make-Whole Price" means the greater of (i) the sum of (A) the
outstanding principal amount of the Securities to be redeemed plus (B) the
Make-Whole Amount and (ii) the redemption price (expressed as a percentage of
the principal amount) of the Securities on September 15, 2008 set forth in
Section 3.07.

          "Maturity Date" means September 15, 2013.

          "Net Available Proceeds" means, with respect to any Asset Sale or
Sale/ Leaseback Transaction of any Person, cash proceeds received (including any
cash proceeds received by way of deferred payment of principal pursuant to a
note or installment receivable or otherwise, but only as and when received, and
excluding any other consideration until such time as such consideration is
converted into cash) therefrom, in each case net of all legal, title and
recording tax expenses, commissions and other fees and expenses incurred, and
all federal, state or local taxes required to be accrued as a liability as a
consequence of such Asset Sale or Sale/ Leaseback Transaction, and in each case
net of all Indebtedness which is secured by such assets, in accordance with the
terms of any Lien upon or with respect to such assets, or which must, by its
terms or in order to obtain a necessary consent to such Asset Sale or Sale/
Leaseback Transaction or by applicable law, be repaid out of the proceeds from
such Asset Sale or Sale/Leaseback Transaction and which is actually so repaid.

          "Net Cash Proceeds" means, in the case of any sale by the Company of
securities pursuant to clauses (B) or (C) of Section 4.10(a)(iii), the aggregate
net cash proceeds received by the Company, after payment of expenses,
commissions, discounts and any other transaction costs incurred in connection
therewith.

          "Net Working Capital" means (i) all current assets of the Company and
its Restricted Subsidiaries, minus (ii) all current liabilities of the Company
and its Restricted Subsidiaries, except current liabilities included in
Indebtedness.

          "Non-Recourse Indebtedness" means Indebtedness or that portion of
Indebtedness of a Non-Recourse Subsidiary as to which (a) neither the Company
nor any other Subsidiary (other than a Non-Recourse Subsidiary) (i) provides
credit support, including any undertaking, agreement or instrument



                                                                              21

which would constitute Indebtedness or (ii) is directly or indirectly liable for
such Indebtedness and (b) no default with respect to such Indebtedness
(including any rights which the holders thereof may have to take enforcement
action against a Non-Recourse Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Indebtedness (other than Non-Recourse
Indebtedness) of the Company or its Subsidiaries (other than a Non-Recourse
Subsidiary) to declare a default on such other Indebtedness or cause the payment
thereof to be accelerated or payable prior to its stated maturity.

          "Non-Recourse Subsidiary" means a Subsidiary or an Affiliate (i)
established for the purpose of acquiring or investing in property securing
Non-Recourse Indebtedness, (ii) substantially all of the assets of which consist
of property securing Non-Recourse Indebtedness, and (iii) which shall have been
designated as a Non-Recourse Subsidiary by a Board Resolution adopted by the
Board of Directors of the Company, as evidenced by an Officers' Certificate
delivered to the Trustee. The Company may redesignate any Non-Recourse
Subsidiary of the Company to be a Subsidiary other than a Non-Recourse
Subsidiary by a Board Resolution adopted by the Board of Directors of the
Company, as evidenced by an Officers' Certificate delivered to the Trustee, if,
after giving effect to such redesignation, the Company could borrow $1.00 of
additional Indebtedness pursuant to Section 4.09(a) (such redesignation being
deemed an incurrence of additional Indebtedness (other than Non-Recourse
Indebtedness)).

          "Officer" means, with respect to any Person, the Chairman of the
Board, the President, any Vice President, the Chief Financial Officer or the
Treasurer of such Person.

          "Officers' Certificate" means, with respect to any Person, a
certificate signed by two officers or by an officer and either the Secretary, or
an Assistant Secretary or Assistant Treasurer of such Person. One of the
officers signing an Officers' Certificate given pursuant to Section 4.03(a)
shall be the principal executive, financial or accounting officer of the Person
delivering such certificate.

          "Oil and Gas Business" means the business of the exploration for, and
exploitation, development, production, processing (but not refining), marketing,
storage and transportation of, hydrocarbons, and other related energy and
natural resource businesses (including oil and gas services businesses related
to the foregoing).



                                                                              22

          "Oil and Gas Hedging Contracts" means any oil and gas purchase or
hedging agreements, and other agreement or arrangement, in each case, that is
designed to provide protection against price fluctuations of oil, gas or other
commodities.

          "Oil and Gas Securities" means the Voting Stock of a Person primarily
engaged in the Oil and Gas Business, provided that such Voting Stock shall
constitute a majority of the Voting Stock of such Person in the event that such
Voting Stock is not registered under Section 12 of the Exchange Act.

          "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company (or any Subsidiary Guarantor, if applicable) or the
Trustee.

          "Permitted Business Investments" means (i) Investments in assets used
in the Oil and Gas Business; (ii) the acquisition of Oil and Gas Securities;
(iii) the entry into operating agreements, joint ventures, processing
agreements, farm-out agreements, development agreements, area of mutual interest
agreements, contracts for the sale, transportation or exchange of oil and
natural gas, unitization agreements, pooling arrangements, joint bidding
agreements, service contracts, partnership agreements (whether general or
limited) or other similar or customary agreements, transactions, properties,
interests or arrangements, and Investments and expenditures in connection
therewith or pursuant thereto, in each case made or entered into in the ordinary
course of the oil and Gas Business, excluding, however, Investments in
corporations; (iv) the acquisition of working interests, royalty interests or
mineral leases relating to oil and gas properties; (v) Investments by the
Company or any Restricted Subsidiary in any Person which, immediately prior to
the making of such Investment, is a Restricted Subsidiary; (vi) Investments in
the Company by any Restricted Subsidiary; (vii) Investments permitted under
Section 4.11 or Section 4.13; (viii) Investments in any Person the consideration
for which consists of Qualified Stock and (ix) any other Investments in an
amount not to exceed 10% of Adjusted Consolidated Net Tangible Assets determined
as of the date of the making or incurrence of such Investment.

          "Permitted Company Refinancing Indebtedness" means Indebtedness of the
Company, the net proceeds of which are used to renew, extend, refinance, refund
or repurchase outstanding Indebtedness of the Company, provided that (i) if



                                                                              23

the Indebtedness (including the Securities) being renewed, extended, refinanced,
refunded or repurchased is pari passu with or subordinated in right of payment
to the Securities, then such Indebtedness is pari passu or subordinated in right
of payment to, as the case may be, the Securities at least to the same extent as
the Indebtedness being renewed, extended, refinanced, refunded or repurchased,
(ii) such Indebtedness is scheduled to mature no earlier than the Indebtedness
being renewed, extended, refinanced, refunded or repurchased, and (iii) such
Indebtedness has an Average Life at the time such Indebtedness is incurred that
is equal to or greater than the Average Life of the Indebtedness being renewed,
extended, refinanced, refunded or repurchased; provided, further, that such
Indebtedness (to the extent that such Indebtedness constitutes Permitted Company
Refinancing Indebtedness) is in an aggregate principal amount (or, if such
Indebtedness is issued at a price less than the principal amount thereof, the
aggregate amount of gross proceeds therefrom is) not in excess of the aggregate
principal amount then outstanding of the Indebtedness being renewed, extended,
refinanced, refunded or repurchased (or if the Indebtedness being renewed,
extended, refinanced, refunded or repurchased was issued at a price less than
the principal amount thereof, then not in excess of the amount of liability in
respect thereof determined in accordance with GAAP).

          "Permitted Financial Investments" means the following kinds of
instruments if, in the case of instruments referred to in clauses (i)-(iv)
below, on the date of purchase or other acquisition of any such instrument by
the Company or any Subsidiary, the remaining term to maturity is not more than
one year; (i) readily marketable obligations issued or unconditionally
guaranteed as to principal of and interest thereon by the United States of
America or by any agency or authority controlled or supervised by and acting as
an instrumentality of the United States of America; (ii) repurchase obligations
for instruments of the type described in clause (i) for which delivery of the
instrument is made against payment; (iii) obligations (including, but not
limited to, demand or time deposits, bankers' acceptances and certificates of
deposit) issued by a depositary institution or trust company incorporated or
doing business under the laws of the United States of America, any state thereof
or the District of Columbia or a branch or subsidiary of any such depositary
institution or trust company operating outside the United States, provided, that
such depositary institution or trust company has, at the time of the Company's
or such Subsidiary's investment therein or contractual commitment providing for
such investment, capital surplus or undivided profits (as of the date of such



                                                                              24

institution's most recently published financial statements) in excess of
$500,000,000; (iv) commercial paper issued by any corporation, if such
commercial paper has, at the time of the Company's or any Subsidiary's
investment therein or contractual commitment providing for such investment,
credit ratings of A-1 (or higher) by Standard & Poor's Ratings Services and P-1
(or higher) by Moody's Investors Service, Inc.; and (v) money market mutual or
similar funds having assets in excess of $500,000,000.

          "Permitted Holders" means Aubrey K. McClendon and Tom L. Ward and
their respective Affiliates.

          "Permitted Indebtedness" means (i) additional Indebtedness of the
Company and its Restricted Subsidiaries under Credit Facilities in a principal
amount outstanding under this clause (i) at any time not to exceed the greater
of (a) $300 million and (b) $100 million plus 20% of Adjusted Consolidated Net
Tangible Assets; (ii) Indebtedness of the Company and its Restricted
Subsidiaries outstanding on the Issue Date; (iii) other Indebtedness of the
Company and its Restricted Subsidiaries in a principal amount not to exceed $40
million at any one time outstanding; (iv) Non-Recourse Indebtedness; (v)
Indebtedness of the Company to any Restricted Subsidiary of the Company and
Indebtedness of any Restricted Subsidiary of the Company to the Company or
another Restricted Subsidiary of the Company; (vi) Permitted Company Refinancing
Indebtedness; (vii) Permitted Subsidiary Refinancing Indebtedness; (viii)
obligations of the Company and its Restricted Subsidiaries under Currency Hedge
Obligations, Oil and Gas Hedging Contracts or Interest Rate Hedging Agreements;
(ix) Indebtedness under the Securities (excluding any Additional Securities);
(x) Indebtedness of a Subsidiary pursuant to a Guarantee of the Securities in
accordance with Article Ten of this Indenture; and (xi) Indebtedness consisting
of any guarantee by the Company or one of its Restricted Subsidiaries of
Indebtedness of the Company or a Restricted Subsidiary outstanding on the Issue
Date or permitted by this Indenture to be incurred thereafter by the Company or
its Restricted Subsidiary.

          "Permitted Investments" means Permitted Business Investments and
Permitted Financial Investments.

          "Permitted Liens" means (i) Liens existing on the Issue Date; (ii)
Liens securing Indebtedness under Credit Facilities permitted by this Indenture
to be incurred; (iii) Liens now or hereafter securing any Interest Rate Hedging
Agreements so long as the related Indebtedness (a) constitutes the Existing
Notes or the Securities (or any



                                                                              25

Permitted Company Refinancing Indebtedness in respect thereof) or (b) is, or is
permitted to be under this Indenture, secured by a Lien on the same property
securing such interest rate hedging obligations; (iv) Liens securing Permitted
Company Refinancing Indebtedness or Permitted Subsidiary Refinancing
Indebtedness; provided, that such Liens extend to or cover only the property or
assets currently securing the Indebtedness being refinanced and that the
Indebtedness being refinanced was not incurred under the Credit Facilities; (v)
Liens for taxes, assessments and governmental charges not yet delinquent or
being contested in good faith and for which adequate reserves have been
established to the extent required by GAAP; (vi) mechanics', worker's,
materialmen's, operators' or similar Liens arising in the ordinary course of
business; (vii) Liens in connection with worker's compensation, unemployment
insurance or other social security, old age pension or public liability
obligations; (viii) Liens, deposits or pledges to secure the performance of
bids, tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal, indemnity,
performance or other similar bonds, or other similar obligations arising in the
ordinary course of business; (ix) survey exceptions, encumbrances, easements or
reservations of, or rights of others for, rights of way, zoning or other
restrictions as to the use of real properties, and minor defects in title which,
in the case of any of the foregoing, were not incurred or created to secure the
payment of borrowed money or the deferred purchase price of property or
services, and in the aggregate do not materially adversely affect the value of
such properties or materially impair use for the purposes of which such
properties are held by the Company or any Restricted Subsidiaries; (x) Liens on,
or related to, properties to secure all or part of the costs incurred in the
ordinary course of business of exploration, drilling, development or operation
thereof; (xi) Liens on pipeline or pipeline facilities which arise out of
operation of law; (xii) judgment and attachment Liens not giving rise to an
Event of Default or Liens created by or existing from any litigation or legal
proceeding that are currently being contested in good faith by appropriate
proceedings and for which adequate reserves have been made; (xiii) (a) Liens
upon any property of any Person existing at the time of acquisition thereof by
the Company or a Restricted Subsidiary, (b) Liens upon any property of a Person
existing at the time such Person is merged or consolidated with the Company or
any Restricted Subsidiary or existing at the time of the sale or transfer of any
such property of such Person to the Company or any Restricted Subsidiary, or (c)
Liens upon any property of a Person existing at the time such



                                                                              26

Person becomes a Restricted Subsidiary; provided, that in each case such Lien
has not been created in contemplation of such sale, merger, consolidation,
transfer or acquisition, and provided, further, that in each such case no such
Lien shall extend to or cover any property of the Company or any Restricted
Subsidiary other than the property being acquired and improvements thereon;
(xiv) Liens on deposits to secure public or statutory obligations or in lieu of
surety or appeal bonds entered into in the ordinary course of business; (xv)
Liens in favor of collecting or payor banks having a right of setoff,
revocation, refund or chargeback with respect to money or instruments of the
Company or any Subsidiary on deposit with or in possession of such bank; (xvi)
purchase money security interests granted in connection with the acquisition of
assets in the ordinary course of business and consistent with past practices,
provided, that (A) such Liens attach only to the property so acquired with the
purchase money indebtedness secured thereby and (B) such Liens secure only
Indebtedness that is not in excess of 100% of the purchase price of such assets;
(xvii) Liens reserved in oil and gas mineral leases for bonus or rental payments
and for compliance with the terms of such leases; (xviii) Liens arising under
partnership agreements, oil and gas leases, farm-out agreements, division
orders, contracts for the sale, purchase, exchange, transportation or processing
(but not refining) of oil, gas or other hydrocarbons, unitization and pooling
declarations and agreements, development agreements, operating agreements, area
of mutual interest agreements, and other similar agreements which are customary
in the oil and Gas Business; (xix) Liens securing obligations of the Company or
any of its Restricted Subsidiaries under Currency Hedge Obligations or Oil and
Gas Hedging Contracts; and (xx) Liens to secure Dollar-Denominated Production
Payments and Volumetric Production Payments.

          "Permitted Subsidiary Refinancing Indebtedness" means Indebtedness of
any Restricted Subsidiary, the net proceeds of which are used to renew, extend,
refinance, refund or repurchase outstanding Indebtedness of such Restricted
Subsidiary, provided that (i) if the Indebtedness (including the Guarantees)
being renewed, extended, refinanced, refunded or repurchased is pari passu with
or subordinated in right of payment to the Guarantees, then such Indebtedness is
pari passu with or subordinated in right of payment to, as the case may be, the
Guarantees at least to the same extent as the Indebtedness being renewed,
extended, refinanced, refunded or repurchased, (ii) such Indebtedness is
scheduled to mature no earlier than the Indebtedness being renewed, extended,
refinanced, refunded or repurchased, and



                                                                              27

(iii) such Indebtedness has an Average Life at the time such Indebtedness is
incurred that is equal to or greater than the Average Life of the Indebtedness
being renewed, extended, refinanced, refunded or repurchased; provided, further,
that such Indebtedness (to the extent that such Indebtedness constitutes
Permitted Subsidiary Refinancing Indebtedness) is in an aggregate principal
amount (or, if such Indebtedness is issued at a price less than the principal
amount thereof, the aggregate amount of gross proceeds therefrom is) not in
excess of the aggregate principal amount then outstanding of the Indebtedness
being renewed, extended, refinanced, refunded or repurchased (or if the
Indebtedness being renewed, extended, refinanced, refunded or repurchased was
issued at a price less than the principal amount thereof, then not in excess of
the amount of liability in respect thereof determined in accordance with GAAP);
provided, however, that a Restricted Subsidiary shall not incur refinancing
Indebtedness to renew, extend, refinance, refund or repurchase outstanding
Indebtedness of the Company or another Subsidiary.

          "Person" means any individual, corporation, partnership, joint
venture, trust, estate, unincorporated organization or government or any agency
or political subdivision thereof.

          "Preferred Shares" means the 624,037 shares of 7% Cumulative
Convertible Preferred Stock of the Company having a par value of $0.01 per share
and a liquidation preference of $50 per share issued by the Company pursuant to
the Preferred Stock Offering, all of which shares were redeemed as of May 1,
2001.

          "Preferred Stock," as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated), which is
preferred as to the payment of dividends, or upon any voluntary or involuntary
liquidation or dissolution of such corporation, over shares of Capital Stock of
any other class of such corporation.

          "Preferred Stock Offering" means the private placement of Preferred
Shares that closed on or about April 22, 1998.

          "Production Payments" means, collectively, Dollar-Denominated
Production Payments and Volumetric Production Payments.

          "pro forma" means, with respect to any calculation made or required to
be made pursuant to the terms of this



                                                                              28

Indenture, a calculation in accordance with Article Eleven of Regulation S-X
under the Securities Act.

          "Proved Developed Properties" means working interests, royalty
interests, and other interests in oil, gas or mineral leases or other interests
in oil, gas or mineral properties to which reserves are attributed which may
properly be categorized as proved developed reserves under Regulation S-X under
the Securities Act; together with all contracts, agreements and contract rights
which cover, affect or otherwise relate to such interests; all hydrocarbons and
all payments of any type in lieu of production; all improvements, fixtures,
equipment, information, data and other property used in connection therewith or
in connection with the treating, handling, storing, processing, transporting or
marketing of such hydrocarbons; all insurance policies relating thereto or to
the operation thereof; all personal property related thereto; and all proceeds
thereof.

          "Qualified Stock" means any Capital Stock that is not Disqualified
Stock.

          "Reference Date" means March 31, 1998.

          "Reference Period" means, with respect to any Person, the period of
four consecutive fiscal quarters ending with the last full fiscal quarter for
which financial information is available immediately preceding any date upon
which any determination is to be made pursuant to the terms of the Securities or
this Indenture.

          "Restricted Payment" means, with respect to any Person, any of the
following: (i) any dividend or other distribution in respect of such Person's
Capital Stock (other than (a) dividends or distributions payable solely in
Capital Stock (other than Disqualified Stock) (b) in the case of Restricted
Subsidiaries of the Company, dividends or distributions payable to the Company
or to a Restricted Subsidiary of the Company and (c) in the case of the Company,
cash dividends payable on the Preferred Shares); (ii) the purchase, redemption
or other acquisition or retirement for value of any Capital Stock, or any
option, warrant, or other right to acquire shares of Capital Stock, of the
Company or any of its Restricted Subsidiaries; (iii) the making of any principal
payment on, or the purchase, defeasance, repurchase, redemption or other
acquisition or retirement for value, prior to any scheduled maturity, scheduled
repayment or scheduled sinking fund payment, of any Indebtedness which is
subordinated in right of payment to the Securities; and



                                                                              29

(iv) the making by such Person of any Investment other than a Permitted
Investment.

          "Restricted Security" has the meaning provided in Rule 144(a)(3) under
the Securities Act.

          "Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that,
immediately after giving effect to such designation of any Unrestricted
Subsidiary, the Company could incur at least $1.00 in additional Indebtedness
pursuant to Section 4.09(a). As of the Issue Date, all of the Company's
Subsidiaries other than Carmen Acquisition Corp. and Chesapeake Energy
Marketing, Inc. (which shall constitute Unrestricted Subsidiaries as of the
Issue Date) shall be Restricted Subsidiaries.

          "Sale/Leaseback Transaction" means with respect to the Company or any
of its Restricted Subsidiaries, any arrangement with any Person providing for
the leasing by the Company or any of its Restricted Subsidiaries of any
principal property, acquired or placed into service more than 180 days prior to
such arrangement, whereby such property has been or is to be sold or transferred
by the Company or any of its Restricted Subsidiaries to such Person.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "Senior Indebtedness" means any Indebtedness of the Company (whether
outstanding on the Issue Date or thereafter incurred), unless such Indebtedness
is contractually subordinate or junior in right of payment of principal, premium
and interest to the Securities.

          "Senior Indebtedness of a Subsidiary Guarantor" means any Indebtedness
of such Subsidiary Guarantor (whether outstanding on the Issue Date or
thereafter incurred), unless such Indebtedness is contractually subordinate or
junior in right of payment of principal, premium and interest to the Guarantees.

          "Subordinated Indebtedness of a Subsidiary Guarantor" means any
Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date
or thereafter incurred) which is contractually subordinate or



                                                                              30

junior in right of payment of principal, premium and interest to the Guarantees.

          "Subordinated Indebtedness of the Company" means any Indebtedness of
the Company (whether outstanding on the Issue Date or thereafter incurred) which
is contractually subordinate or junior in right of payment of principal, premium
and interest to the Securities.

          "Subsidiary" means any subsidiary of the Company. A "subsidiary" of
any Person means (i) a corporation a majority of whose Voting Stock is at the
time, directly or indirectly, owned by such Person, by one or more subsidiaries
of such Person or by such Person and one or more subsidiaries of such Person,
(ii) a partnership in which such Person or a subsidiary of such Person is, at
the date of determination, a general or limited partner of such partnership, but
only if such Person or its subsidiary is entitled to receive more than 50
percent of the assets of such partnership upon its dissolution, or (iii) any
other Person (other than a corporation or partnership) in which such Person,
directly or indirectly, at the date of determination thereof, has (x) at least a
majority ownership interest or (y) the power to elect or direct the election of
a majority of the directors or other governing body of such Person.

          "Subsidiary Guarantor" means (i) each of the Subsidiaries that becomes
a guarantor of the Securities in compliance with the provisions of Article Ten
of this Indenture and (ii) each of the Subsidiaries executing a supplemental
indenture in which such Subsidiary agrees to be bound by the terms of this
Indenture.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in
Section 9.03.

          "Trust Officer" means any officer or assistant officer within the
corporate trust department of the Trustee assigned by the Trustee to administer
its corporate trust matters.

          "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor.

          "Unrestricted Subsidiary" means (a) Chesapeake Energy Marketing, Inc.
until such time as any such Subsidiary shall be designated as a Restricted
Subsidiary, (b) any Subsidiary of an Unrestricted Subsidiary and (c) any



                                                                              31

Subsidiary of the Company or of a Restricted Subsidiary that is designated as an
Unrestricted Subsidiary by a resolution adopted by the Board of Directors in
accordance with the requirements of the following sentence. The Company may
designate any Subsidiary of the Company or of a Restricted Subsidiary (including
a newly acquired or newly formed Subsidiary or any Restricted Subsidiary of the
Company), to be an Unrestricted Subsidiary by a resolution of the Board of
Directors of the Company, as evidenced by written notice thereof delivered to
the Trustee, if immediately after giving effect to such designation, (i) the
Company could incur $1.00 of additional Indebtedness pursuant to Section
4.09(a), (ii) the Company could make an additional Restricted Payment of $1.00
pursuant to Section 4.10(a), (iii) such Subsidiary does not own or hold any
Capital Stock of, or any lien on any property of, the Company or any Restricted
Subsidiary and (iv) such Subsidiary is not liable, directly or indirectly, with
respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness.

          "Unrestricted Subsidiary Indebtedness" of any Person means
Indebtedness of such Person (a) as to which neither the Company nor any
Restricted Subsidiary is directly or indirectly liable (by virtue of the
Company's or such Restricted Subsidiary's being the primary obligor, or
guarantor of, or otherwise liable in any respect on, such Indebtedness), (b)
which, with respect to Indebtedness incurred after the Issue Date by the Company
or any Restricted Subsidiary, upon the occurrence of a default with respect
thereto, does not result in, or permit any holder of any Indebtedness of the
Company or any Restricted Subsidiary to declare a default on such Indebtedness
of the Company or any Restricted Subsidiary and (c) which is not secured by any
assets of the Company or of any Restricted Subsidiary.

          "U.S. Government Securities" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof.

          "U.S. Legal Tender" means such coin or currency of the United States
as at the time of payment shall be legal tender for the payment of public and
private debts.



                                                                              32

          "Volumetric Production Payments" mean production payment obligations
recorded as deferred revenue in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

          "Voting Stock" means, with respect to any Person, securities of any
class or classes of Capital Stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of contingency) to vote in the election of members of the Board
of Directors or other governing body of such Person.

     SECTION 1.02. Other Definitions.

          Other terms used in this Indenture are defined in the Appendix or in
the Section indicated below:

Term                                                          Defined in Section
- ----                                                          ------------------
"Affiliate Transaction"....................................           4.15
"Appendix".................................................           2.01
"Bankruptcy Law"...........................................           6.01
"Change of Control Offer"..................................           4.16
"Change of Control Notice".................................           4.16
"Change of Control Payment Date"...........................           4.16
"Covenant Defeasance"......................................           8.03
"Custodian"................................................           6.01
"Event of Default".........................................           6.01
"Excess Proceeds"..........................................           4.11
"Funding Guarantor"........................................          10.06
"incur"....................................................           4.09
"Legal Defeasance".........................................           8.02
"Legal Holiday"............................................          11.07
"Net Proceeds Offer".......................................           4.11
"Net Proceeds Offer Amount"................................           4.11
"Net Proceeds Payment Date"................................           4.11
"Paying Agent".............................................           2.03
"Payment Default"..........................................           6.01
"Payment Restriction"......................................           4.14
"Permitted Consideration"..................................           4.11
"Registrar"................................................           2.03

     SECTION 1.03. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms, if
used in this Indenture, have the following meanings:

          "Commission" means the SEC.



                                                                              33

          "indenture securities" means the Securities and the Guarantees.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company, the
Subsidiary Guarantors and any other obligor on the Securities or the Guarantees.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them therein.

     SECTION 1.04. Rules of Construction.

          Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (3) "or" is not exclusive;

          (4) words in the singular include the plural, and words in the plural
     include the singular;

          (5) any gender used in this Indenture shall be deemed to include the
     neuter, masculine or feminine genders;

          (6) provisions apply to successive events and transactions; and

          (7) "herein," "hereof" and other words of similar import refer to this
     Indenture as a whole and not to any particular Article, Section or other
     Subdivision.

                                   ARTICLE TWO

                                 THE SECURITIES

     SECTION 2.01. Form and Dating. Provisions relating to the Initial
Securities, the Private Exchange Securities and



                                                                              34

the Exchange Securities are set forth in the Rule 144A/Regulation S Appendix
attached hereto (the "Appendix") which is hereby incorporated in and expressly
made part of this Indenture. The Initial Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit 1 to
the Appendix which is hereby incorporated in and expressly made a part of this
Indenture. The Exchange Securities, the Private Exchange Securities and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A, which is hereby incorporated in and expressly made a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule, agreements to which the Company is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company and to the Trustee). Each Security shall be dated the
date of its authentication. The terms of the Securities set forth in the
Appendix and Exhibit A are part of the terms of this Indenture.

     SECTION 2.02. Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature.

          If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless.

          A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

          On the Issue Date, the Trustee shall authenticate and deliver $300
million of Initial Securities and, at any time and from time to time thereafter,
the Trustee shall authenticate and deliver Securities for original issue in an
aggregate principal amount specified in such order, in each case upon a written
order of the Company signed by two Officers or by an Officer and either an
Assistant Treasurer or an Assistant Secretary of the Company. Such order shall
specify the amount of the Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated and, in the case of an
issuance of Additional Securities pursuant to Section 2.13 after the Issue Date,
shall certify that such issuance is in compliance with Section 4.09.



                                                                              35

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Securities. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights with respect to the Company as any Registrar, Paying Agent or agent
for service of notices and demands.

     SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
have one or more co-registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent and shall furnish the
Trustee with an executed counterpart of any such agency agreement. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07. The Company or any Wholly Owned Subsidiary incorporated or
organized within The United States of America may act as Paying Agent,
Registrar, co-registrar or transfer agent.

          The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Securities.

     SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to 11:00 a.m., New
York time, each due date of the principal and interest on any Security, the
Company shall deposit with the Paying Agent a sum sufficient to pay such
principal and interest when so becoming due. The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying Agent
shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of principal of or interest on the Securities
and shall notify the Trustee of any default by the Company in making any such
payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
the



                                                                              36

money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

     SECTION 2.05. Holder Lists. The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names
and addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Holders.

     SECTION 2.06. Transfer and Exchange. The Securities shall be issued in
registered form and shall be transferable only upon the surrender of a Security
for registration of transfer. When a Security is presented to the Registrar or a
co-registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of this Indenture and Section
8-401(a) of the Uniform Commercial Code are met. When Securities are presented
to the Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met.

     SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

          Every replacement Security is an additional obligation of the Company.

     SECTION 2.08. Outstanding Securities. Securities outstanding at any time
are all Securities authenticated by



                                                                              37

the Trustee except for those canceled by it, those delivered to it for
cancelation and those described in this Section as not outstanding. A Security
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Security.

          If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

          If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a redemption date or maturity date money sufficient to pay
all principal and interest payable on that date with respect to the Securities
(or portions thereof) to be redeemed or maturing, as the case may be, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

     SECTION 2.09. Temporary Securities. Until definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for temporary Securities.

     SECTION 2.10. Cancellation. The Company at any time may deliver Securities
to the Trustee for cancelation. The Registrar and the Paying Agent shall forward
to the Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee and no one else shall cancel and destroy
(subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancelation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee to deliver canceled Securities to the Company.
The Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancelation.

     SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of
interest on the Securities, the Company shall pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful manner.
The Company may pay the defaulted interest to the persons who are Holders on a
subsequent special record date.



                                                                              38

The Company shall fix or cause to be fixed any such special record date and
payment date to the reasonable satisfaction of the Trustee and shall promptly
mail to each Holder a notice that states the special record date, the payment
date and the amount of defaulted interest to be paid.

     SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

     SECTION 2.13. Issuance of Additional Securities. The Company shall be
entitled, subject to its compliance with Section 4.09(a), to issue Additional
Securities under this Indenture which shall have identical terms as the Initial
Securities issued on the Issue Date, other than with respect to the date of
issuance and issue price. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor shall be treated as a single class for all purposes
under this Indenture.

          With respect to any Additional Securities, the Company shall set forth
in a resolution of the Board of Directors and an Officers' Certificate, a copy
of each which shall be delivered to the Trustee, the following information:

          (1) the aggregate principal amount of such Additional Securities to be
     authenticated and delivered pursuant to this Indenture;

          (2) the issue price, the issue date and the CUSIP number of such
     Additional Securities; provided, however, that no Additional Securities may
     be issued at a price that would cause such Additional Securities to have
     "original issue discount" within the meaning of Section 1273 of the Code;
     and

          (3) whether such Additional Securities shall be Transfer Restricted
     Securities and issued in the form of Initial Securities as set forth in the
     Appendix to this Indenture or shall be issued in the form of Exchange
     Securities as set forth in Exhibit A.



                                                                              39

     Additional Securities may be issued with the same CUSIP number as the
Securities issued on the Issue Date if, and only if, the Company shall have
provided the Trustee with an opinion of nationally recognized counsel,
reasonably satisfactory to the Trustee, to the effect that such Additional
Securities will be fungible with the Securities issued on the Issue Date for all
United States federal income tax purposes.

                                  ARTICLE THREE

                                   REDEMPTION

     SECTION 3.01. Notice to Trustee. If the Company elects to redeem Securities
pursuant to the optional redemption provisions of Paragraphs 5, 6 or 7 of the
Securities, it shall furnish to the Trustee and the Registrar, at least 45 days
but not more than 60 days before the redemption date (unless the Trustee
consents to a shorter period in writing), an Officers' Certificate setting forth
the redemption date, the principal amount of Securities to be redeemed and the
redemption price, including the detail of the calculation of the Make-Whole
Price, if applicable.

     SECTION 3.02. Selection of Securities to Be Redeemed. If less than all of
the Securities are to be redeemed at any time, the Trustee shall select the
Securities to be redeemed pro rata, by lot or, if the Securities are listed on
any securities exchange, by any other method that the Trustee considers fair and
appropriate and that complies with the requirements of such exchange; provided,
however, that no Securities with a principal amount of $1,000 or less will be
redeemed in part. The Trustee shall make the selection from outstanding
Securities not previously called for redemption not less than 30 nor more than
60 days prior to the redemption date. Securities and portions of them it selects
shall be in amounts of $1,000 or whole multiples of $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly of the Securities or portions of Securities selected for redemption.

     SECTION 3.03. Notice of Redemption. (a) At least 30 days but not more than
60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder of Securities to be redeemed at such Holder's
registered address.



                                                                              40

          The notice shall identify the Securities to be redeemed and shall
state:

               (1) the redemption date;

               (2) the redemption price;

               (3) the aggregate principal amount of Securities being redeemed;

               (4) the name and address of the Paying Agent;

               (5) that Securities called for redemption must be surrendered to
          the Paying Agent at the address specified in such notice to collect
          the redemption price;

               (6) that, unless the Company defaults in the payment of the
          redemption price or accrued interest, interest on Securities called
          for redemption ceases to accrue on and after the redemption date and
          the only remaining right of the Holders is to receive payment of the
          redemption prices in respect of the Securities upon surrender to the
          Paying Agent of the Securities;

               (7) if any Security is being redeemed in part, the portion of the
          principal amount of such Security to be redeemed and that, after the
          redemption date, upon surrender of such Security, a new Security or
          Securities in principal amount equal to the unredeemed portion will be
          issued in the name of the Holder thereof upon cancelation of the
          Security or Securities being redeemed;

               (8) the paragraph of the Securities pursuant to which the
          Securities called for redemption are being redeemed; and

               (9) the CUSIP number of the Securities.

          (b) At the Company's request, the Trustee shall give the notice of
redemption required in Section 3.03(a) in the Company's name and at the
Company's expense; provided, however, that the Company shall deliver to the
Trustee, at least 45 days prior to the redemption date (unless the Trustee
consents to a shorter notice period in writing), an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in Section 3.03(a).



                                                                              41

     SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is
mailed in accordance with Section 3.03, Securities called for redemption become
due and payable on the redemption date at the redemption price. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price, plus
accrued and unpaid interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
related interest payment date). Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder.

     SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m., New York
time, the redemption date, the Company shall deposit with the Paying Agent (or
if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in
trust) funds available on the redemption date sufficient to pay the redemption
price of, and accrued and unpaid interest on, the Securities to be redeemed on
that date. The Paying Agent shall promptly return to the Company any money so
deposited which is not required for that purpose upon the written request of the
Company, except with respect to monies owed as obligations to the Trustee
pursuant to Article Seven.

          If any Security called for redemption shall not be so paid upon
redemption because of the failure of the Company to comply with the preceding
paragraph, interest will continue to be payable on the unpaid principal and
premium, if any, including from the redemption date until such principal and
premium, if any, is paid, and, to the extent lawful, on any interest not paid on
such unpaid principal, in each case at the rate provided in the Securities and
in Section 4.01 hereof.

     SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is to be redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder, at the expense of the Company, a new Security equal
in aggregate amount to the unredeemed portion of the Security surrendered.

     SECTION 3.07. Optional Redemption. Except as set forth in Sections 3.08 and
3.09 hereof, the Company shall not have the option to redeem the Securities
prior to September 15, 2008. The Securities may be redeemed at the option of the
Company, in whole or from time to time in part, at any time on or after
September 15, 2008, at the redemption prices set forth below (expressed as a
percentage of the principal amount of the Securities to be redeemed), together
with accrued and unpaid interest on the Securities so redeemed to



                                                                              42

the redemption date, if redeemed during the 12-month period commencing on
September 15 of the years indicated below:

                                                                      Redemption
Year                                                                    Price
- ----                                                                  ----------

2008 ..............................................................    103.750%
2009 ..............................................................    102.500%
2010 ..............................................................    101.250%
2011 and thereafter ...............................................    100.000%

          Any redemption pursuant to this Section 3.07 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06
hereof.

     SECTION 3.08. Equity Offering Redemption. In the event the Company
consummates one or more Equity Offerings on or prior to September 15, 2006, the
Company may redeem, in its sole discretion, up to 35% of the aggregate principal
amount of the Securities (which includes Additional Securities, if any) with all
or a portion of the aggregate net proceeds received by the Company from any such
Equity Offering or Equity Offerings at a redemption price of 107.500% of the
aggregate principal amount of the Securities so redeemed, plus accrued and
unpaid interest on the Securities so redeemed to the redemption date; provided,
however, that (i) the date of any such redemption occurs within the 90-day
period after the Equity Offering in respect of which such redemption is made and
(ii) following each such redemption, at least 65% of the aggregate principal
amount of the Securities (which includes Additional Securities, if any) remains
outstanding.

          Any redemption pursuant to this Section 3.08 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06
hereof.

     SECTION 3.09. Optional Redemption at Make-Whole Price. At any time prior to
September 15, 2008 the Company may, at its option, redeem all or any portion of
the Securities at the Make-Whole Price plus accrued and unpaid interest on the
Securities so redeemed to the date of redemption.

          Any redemption pursuant to this Section 3.09 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06
hereof.

                                  ARTICLE FOUR

                                    COVENANTS



                                                                              43

     SECTION 4.01. Payment of Securities. The Company shall pay the principal
of, premium, if any, and interest on, the Securities on the dates and in the
manner provided in the Securities and this Indenture. Principal, premium and
interest shall be considered paid on the date due if the Trustee or Paying Agent
holds on that date money deposited by the Company designated for and sufficient
to pay all principal, premium and interest then due. All references to interest
in this Indenture shall for all purposes be deemed to include any additional
interest payable as liquidated damages pursuant to the Registration Rights
Agreement.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal, and premium, if
any, at the rate borne by the Securities to the extent lawful; and it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.

     SECTION 4.02. SEC Reports. (a) The Company, within 15 days after it files
the same with the SEC, shall deliver to Holders, copies of the annual reports
and the information, documents and other reports (or copies of any such portions
of any of the foregoing as the SEC may by rules and regulations prescribe) that
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC and provide Holders with such annual
reports and such information, documents and other reports specified in Sections
13 and 15(d) of the Exchange Act. The Company and each Subsidiary Guarantor
shall also comply with the provisions of TIA Section 314(a).

          (b) The Company may request the Trustee on behalf of the Company at
the Company's expense to mail the foregoing to Holders. In such case, the
Company shall provide the Trustee with a sufficient number of copies of all
reports and other documents and information that the Trustee may be required to
deliver to Holders under this Section.

     SECTION 4.03. Compliance Certificates. (a) The Company shall deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company, an
Officers' Certificate substantially in the form of Exhibit J hereto, stating
that a review of the activities of the Company and the Subsidiaries during the
preceding fiscal year has been



                                                                              44

made under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to each such Officer signing such
certificate, that, to the best of such Officer's knowledge, the Company and each
Subsidiary Guarantor has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which such Officer may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to the best
of such Officer's knowledge, after reasonable inquiry, no event has occurred and
remains in existence by reason of which payments on account of the principal of,
premium, if any, or interest, if any, on the Securities are prohibited or, if
such event has occurred, a description of the event and what action the Company
and the Subsidiary Guarantors are taking or propose to take with respect
thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The
Company hereby represents that, as of the Issue Date, its fiscal year ends
December 31, and hereby covenants that it shall notify the Trustee at least 30
days in advance of any change in its fiscal year.

          (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.02 shall be accompanied by a written
statement of the Company's independent public accountants (which shall be a firm
of established national reputation) that in making the examination necessary for
certification of such financial statements nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such
provisions relate to accounting matters) or, if any such violation has occurred,
specifying the nature and period of existence thereof. Where such financial
statements are not accompanied by such a written statement, the Company shall
furnish the Trustee with an Officers' Certificate stating that any such written
statement would be contrary to the then current recommendations of the American
Institute of Certified Public Accountants.

          (c) The Company and the Subsidiary Guarantors will, so long as any of
the Securities are outstanding, deliver to the Trustee forthwith upon any
Officer becoming aware of any Default or Event of Default or default in the



                                                                              45

performance of any covenant, agreement or condition contained in this Indenture,
an Officers' Certificate specifying such Default or Event of Default and what
action the Company or any Subsidiary Guarantor proposes to take with respect
thereto.

     SECTION 4.04. Maintenance of Office or Agency. The Company will maintain in
the Borough of Manhattan, The City of New York, an office or agency where
Securities may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the address of the Trustee set forth in Section 11.02.
If at any time the Company shall fail to maintain any required office or agency
or shall fail to furnish the Trustee with the address thereof, such surrenders,
presentations, notices and demands may be made or served at the corporate trust
office of the Trustee.

          Subject to Section 2.03, the Company may also from time to time
designate one or more other offices or agencies where the Securities may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in the Borough of Manhattan, The City of New York, for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

     SECTION 4.05. Corporate Existence. The Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each Subsidiary
and all rights (charter and statutory) and franchises of the Company and the
Subsidiaries; provided, that the Company shall not be required to preserve the
corporate existence of any Subsidiary, or any such right or franchise, if the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.



                                                                              46

     SECTION 4.06. Waiver of Stay, Extension or Usury Laws. The Company and each
Subsidiary Guarantor covenants (to the extent that each may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension, or usury law or other
law, which would prohibit or forgive the Company or any Subsidiary Guarantor
from paying all or any portion of the principal of, premium, if any, or interest
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) each of the Company
and the Subsidiary Guarantors hereby expressly waives all benefit or advantage
of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

     SECTION 4.07. Payment of Taxes and Other Claims. The Company shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

     SECTION 4.08. Maintenance of Properties and Insurance. (a) The Company
shall cause all properties used or held for use in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition,
repair and working order (ordinary wear and tear excepted) and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any such property, or disposing of
it, if such discontinuance or disposal is, in the judgment of the Company,
desirable in the conduct of its business and not disadvantageous in any material
respect to the Holders.



                                                                              47

          (b) The Company shall provide or cause to be provided, for itself and
each of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith opinion
of the Company, are adequate and appropriate for the conduct of the business of
the Company and such Subsidiaries in a prudent manner, with reputable insurers
or with the government of the United States or an agency or instrumentality
thereof, in such amounts, with such deductibles, and by such methods as shall be
customary, in the reasonable, good faith opinion of the Company, for
corporations similarly situated in the industry.

     SECTION 4.09. Limitation on Incurrence of Additional Indebtedness.

          (a) The Company will not, and will not permit any of its Restricted
Subsidiaries, directly or indirectly, to issue, incur, assume, guarantee, become
liable, contingently or otherwise, with respect to or otherwise become
responsible for the payment of (collectively, "incur") any Indebtedness;
provided, however, that if no Default or Event of Default shall have occurred
and be continuing at the time or as a consequence of the incurrence of such
Indebtedness, the Company or its Restricted Subsidiaries may incur Indebtedness
if, on a pro forma basis, after giving effect to such incurrence and the
application of the proceeds therefrom, either of the following tests shall have
been satisfied: (i) the Adjusted Consolidated EBITDA Coverage Ratio would have
been at least 2.25 to 1.0; or (ii) Adjusted Consolidated Net Tangible Assets
would have been greater than 200% of Indebtedness of the Company and its
Restricted Subsidiaries.

          (b) Notwithstanding the foregoing, if no Default or Event of Default
shall have occurred and be continuing at the time or as a consequence of the
incurrence of such Indebtedness, the Company and its Restricted Subsidiaries may
incur Permitted Indebtedness. For purposes of determining compliance with this
Section 4.09:

               (i) in the event that an item of proposed Indebtedness meets the
          criteria of more than one of the categories of Permitted Indebtedness
          as of the date of incurrence thereof or is entitled to be incurred
          pursuant to Section 4.09(a) as of the date of incurrence thereof, the
          Company shall, in its sole discretion, classify (or later classify in
          whole or in part, in its sole discretion) such item of Indebtedness in
          any manner that complies with this Section 4.09, and



                                                                              48

               (ii) for purposes of determining compliance with any
          dollar-denominated restriction on the incurrence of Indebtedness
          denominated in a foreign currency, the dollar-equivalent principal
          amount of such Indebtedness incurred pursuant thereto shall be
          calculated based on the relevant currency.

Accrual of interest or dividends, the accretion of accreted value or liquidation
preference and the payment of interest or dividends in the form of additional
Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes
of this Section 4.09.

          (c) Any Indebtedness of a Person existing at the time such Person
becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be incurred by such Restricted Subsidiary at
the time it becomes a Restricted Subsidiary.

     SECTION 4.10. Limitation on Restricted Payments. (a) The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any Restricted Payment, unless:

               (i) no Default or Event of Default shall have occurred and be
          continuing at the time of or immediately after giving effect to such
          Restricted Payment;

               (ii) at the time of and immediately after giving effect to such
          Restricted Payment, the Company would be able to incur at least $1.00
          of additional Indebtedness (other than Permitted Indebtedness)
          pursuant to Section 4.09(a); and

               (iii) immediately after giving effect to such Restricted Payment,
          the aggregate of all Restricted Payments declared or made after the
          Reference Date does not exceed the sum of (A) 50% of the Consolidated
          Net Income of the Company and its Restricted Subsidiaries (or in the
          event such Consolidated Net Income shall be a deficit, minus 100% of
          such deficit) during the period (treated as one accounting period)
          subsequent to the Reference Date and ending on the last day of the
          fiscal quarter immediately preceding the date of such Restricted
          Payment; (B) the aggregate Net Cash Proceeds, and the fair market
          value of property other than cash (as determined in good faith by the
          Company's Board of Directors and evidenced by a



                                                                              49

          resolution of such Board), received by the Company during such period
          from any Person other than a Subsidiary of the Company as a result of
          the issuance or sale of Capital Stock of the Company (other than any
          Disqualified Stock and other than Preferred Shares issued in the
          Preferred Stock Offering), other than in connection with the
          conversion of Indebtedness or Disqualified Stock; (C) the aggregate
          Net Cash Proceeds, and the fair market value of property other than
          cash (as determined in good faith by the Company's Board of Directors
          and evidenced by a resolution of such Board), received by the Company
          during such period from any Person other than a Subsidiary of the
          Company as a result of the issuance or sale of any Indebtedness or
          Disqualified Stock to the extent that at the time the determination is
          made such Indebtedness or Disqualified Stock, as the case may be, has
          been converted into or exchanged for Capital Stock of the Company
          (other than Disqualified Stock); and (D)(i) in case any Unrestricted
          Subsidiary has been redesignated a Restricted Subsidiary, an amount
          equal to the lesser of (x) the book value (determined in accordance
          with GAAP) at the date of such redesignation of the aggregate
          Investments made by the Company and its Restricted Subsidiaries in
          such Unrestricted Subsidiary and (y) the fair market value of such
          Investments in such Unrestricted Subsidiary at the time of such
          redesignation, as determined in good faith by the Company's Board of
          Directors, including a majority of the Company's Disinterested
          Directors, whose determination shall be conclusive and evidenced by a
          resolution of such Board; or (ii) in case any Restricted Subsidiary
          has been redesignated an Unrestricted Subsidiary, minus the greater of
          (x) the book value (determined in accordance with GAAP) at the date of
          redesignation of the aggregate Investments made by the Company and its
          Restricted Subsidiaries in such Restricted Subsidiary and (y) the fair
          market value of such Investments in such Restricted Subsidiary at the
          time of such redesignation, as determined in good faith by the
          Company's Board of Directors, including a majority of the Company's
          Disinterested Directors, whose determination shall be conclusive and
          evidenced by a resolution of such Board.

          (b) Notwithstanding the foregoing, the above limitations will not
prevent (i) the payment of any dividend



                                                                              50

within 60 days after the date of declaration thereof, if at such date of
declaration such payment complied with the provisions hereof; (ii) the purchase,
redemption, acquisition or retirement of any shares of Capital Stock of the
Company in exchange for, or out of the net proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary of the Company) of, other
shares of Capital Stock (other than Disqualified Stock) of the Company; (iii)
any dividend or other distribution payable from a Restricted Subsidiary to the
Company or any other Restricted Subsidiary; (iv) regularly quarterly dividends
on the 6.75% Cumulative Convertible Preferred Stock or the 6.00% Cumulative
Convertible Preferred Stock of the Company outstanding on the Issue Date,
provided that no Default or Event of Default shall have occurred and be
continuing at the time of or immediately after giving effect to any such
Restricted Payment; and (v) other Restricted Payments not in excess of
$25,000,000 in the aggregate since the Issue Date, provided that no Default or
Event of Default shall have occurred and be continuing at the time of or
immediately after giving effect to any such Restricted Payment. Any Restricted
Payment described in the preceding clause (iii) shall be excludable in the
calculation of the amount of Restricted Payments, and any Restricted payment
described in any other clause shall be included in the calculation.

     SECTION 4.11. Limitation on Sale of Assets. (a) The Company will not, and
will not permit any Restricted Subsidiary to, make any Asset Sale unless:

               (i) the Company (or its Restricted Subsidiaries, as the case may
          be) receives consideration at the time of such sale or other
          disposition at least equal to the fair market value thereof (as
          determined in good faith by the Company's Board of Directors and
          evidenced by a resolution of such Board, including a majority of the
          Company's Disinterested Directors, in the case of any Asset Sales or
          series of related Asset Sales having a fair market value of
          $20,000,000 or greater);

               (ii) (A) the consideration consists of cash, cash equivalents,
          Permitted Financial Investments or property, equipment, leasehold
          interests or other assets used in the Oil and Gas Business ("Permitted
          Consideration") or (B) the portion of the consideration that does not
          constitute Permitted Consideration, together with all other
          consideration received for Asset Sales since the Issue Date that does
          not constitute Permitted



                                                                              51

          Consideration, has a fair market value of no more than 10% of ACNTA;
          and

               (iii) the Net Available Proceeds received by the Company (or its
          Restricted Subsidiaries, as the case may be) from such Asset Sale are
          applied in accordance with paragraphs (b) or (c) hereof.

          (b) The Company may apply such Net Available Proceeds within 365 days
after receipt of Net Available Proceeds from any Asset Sale, to: (i) the
repayment of Indebtedness of the Company under Credit Facilities or other Senior
Indebtedness, including any mandatory redemption or repurchase or optional
redemption of the Existing Notes or the Securities; (ii) make an Investment in
assets used in the Oil and Gas Business; or (iii) develop by drilling the
Company's oil and gas reserves.

          (c) If, upon completion of the 365-day period referred to above, any
portion of the Net Available Proceeds of any Asset Sale shall not have been
applied by the Company as described in clauses (i), (ii) or (iii) of the
immediately preceding paragraph and such remaining Net Available Proceeds,
together with any remaining net cash proceeds from any prior Asset Sale (such
aggregate constituting "Excess Proceeds"), exceed $15,000,000, then the Company
will be obligated to make an offer (the "Net Proceeds Offer") to purchase the
Securities and any other Senior Indebtedness in respect of which such an offer
to purchase is required to be made concurrently with the Net Proceeds Offer
having an aggregate principal amount equal to the Excess Proceeds (such purchase
to be made on a pro rata basis if the amount available for such repurchase is
less than the principal amount of the Securities and other Senior Indebtedness
tendered in such Net Proceeds Offer) at a purchase price of 100% of the
principal amount thereof plus accrued and unpaid interest on the Securities and
other Senior Indebtedness so repurchased to the date of repurchase. Upon the
completion of the Net Proceeds Offer, the amount of Excess Proceeds will be
reset to zero.

          (d) The Company shall commence a Net Proceeds Offer by preparing and
mailing a notice to the Trustee, the Paying Agent and each Holder as of such
record date as the Company shall establish (upon written notice to the Trustee).
Notice of a Net Proceeds Offer to purchase the Securities will be made on behalf
of the Company not less than 25 Business Days nor more than 60 Business Days
before the payment date of the Net Proceeds Offer (the "Net Proceeds Payment
Date"), and shall set forth the Net Proceeds Offer



                                                                              52

Amount and the Net Proceeds Payment Date and refer to and summarize the material
points contained in Sections 4.11(d) and (e) hereof. Securities tendered to the
Company pursuant to a Net Proceeds Offer will cease to accrue interest after the
Net Proceeds Payment Date. For purposes of this covenant, the term "Net Proceeds
Offer Amount" means the principal of outstanding Securities in an aggregate
principal amount equal to any remaining Net Available Proceeds (rounded to the
next lowest $1,000). If the Net Proceeds Payment Date is on or after an interest
payment record date and on or before the related interest payment date, any
accrued interest payable on such interest payment date will be paid to the
Person in whose name a Security is registered at the close of business on such
record date, and no additional interest will be payable to Holders who tender
Securities pursuant to the Net Proceeds Offer.

          (e) On the Net Proceeds Payment Date, the Company will (i) accept for
payment Securities and any other Senior Indebtedness in respect of which such an
offer to purchase is required to be made concurrently with the Net Proceeds
Offer or portions thereof pursuant to the Net Proceeds Offer in an aggregate
principal amount equal to the Net Proceeds Offer Amount or such lesser amount as
has been tendered, (ii) deposit with the Paying Agent (or if the Company or a
Subsidiary is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the purchase price of all Securities and such other Senior
Indebtedness or portions thereof so tendered in an aggregate principal amount
equal to the Net Proceeds Offer Amount or such lesser amount, including any
accrued and unpaid interest thereon, and (iii) deliver or cause to be delivered
to the Trustee, Securities so accepted together with an Officers' Certificate
stating the Securities or portions thereof tendered to the Company. If the
aggregate principal amount of Securities and such other Senior Indebtedness
tendered exceeds the Net Proceeds Offer Amount, the Trustee will select the
Securities and other Senior Indebtedness to be purchased (in integral multiples
of $1,000) on a pro rata basis based on the principal amount of Securities and
other Senior Indebtedness so tendered and notify the Company, the Registrar and
the Paying Agent. The Paying Agent, upon instruction of the Company, will
promptly mail or deliver to Holders of Securities so accepted payment in an
amount equal to the purchase price (representing those funds received pursuant
to clause (ii) of this Section 4.11(e)), and the Company will execute and the
Trustee will promptly authenticate and mail or make available for delivery to
Holders a new Security equal in principal amount to any unpurchased portion of
the Security surrendered. Any Securities not so accepted will be



                                                                              53

promptly mailed or delivered to the Holder thereof by the Company, or, if the
Company so directs the Trustee, by the Trustee on behalf of the Company at the
Company's expense. The Company will publicly announce the results of the Net
Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date.
For purposes of this Section 4.11, the Trustee will act as the Paying Agent.

          (f) The Company will comply with Section 14 of the Exchange Act and
the provisions of Regulation 14E and any other tender offer rules under the
Exchange Act and any other federal and state securities laws, rules and
regulations which may then be applicable to any Net Proceeds Offer.

          (g) During the period between any Asset Sale and the application of
the Net Available Proceeds therefrom in accordance with this covenant, all Net
Available Proceeds shall be maintained in a segregated account and shall be
invested in Permitted Financial Investments.

          (h) Notwithstanding the foregoing, the Company will not and will not
permit any Restricted Subsidiary to, directly or indirectly, make any Asset Sale
of any of the Capital Stock of a Restricted Subsidiary except pursuant to an
Asset Sale of all of the Capital Stock of such Restricted Subsidiary.

     SECTION 4.12. Limitation on Liens Securing Indebtedness. The Company will
not, and will not permit any of its Restricted Subsidiaries to, create, incur,
assume or suffer to exist any Liens (other than Permitted Liens) upon any of
their respective properties securing (i) any Indebtedness of the Company, unless
the Securities are equally and ratably secured or (ii) any Indebtedness of any
Restricted Subsidiary, unless the Guarantees are equally and ratably secured;
provided, that if such Indebtedness is expressly subordinated to the Securities
or the Guarantees, the Lien securing such Indebtedness will be subordinated and
junior to any Lien securing the Securities or the Guarantees, with the same
relative priority as such Subordinated Indebtedness of the Company or
Subordinated Indebtedness of a Restricted Subsidiary will have with respect to
the Securities or the Guarantees, as the case may be.

     SECTION 4.13. Limitation on Sale/Leaseback Transactions. The Company will
not, and will not permit any of its Restricted Subsidiaries to, enter into any
Sale/Leaseback Transaction with any Person (other than the Company or any other
Restricted Subsidiary) unless (i) the Company or such Restricted Subsidiary, as
the case may be,



                                                                              54

would be able to incur Indebtedness in a principal amount equal to the
Attributable Indebtedness with respect to such Sale/Leaseback Transaction in
accordance with Section 4.09 or (ii) the Company or such Restricted Subsidiary
receives proceeds from such Sale/Leaseback Transaction at least equal to the
fair market value thereof (as determined in good faith by the Company's Board of
Directors, whose determination in good faith, evidenced by a resolution of such
Board shall be conclusive) and such proceeds are applied in the same manner and
to the same extent as Net Available Proceeds and Excess Proceeds from an Asset
Sale.

     SECTION 4.14. Limitation on Payment Restrictions Affecting Subsidiaries.
The Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or consensual restriction on the ability of
any Restricted Subsidiary of the Company to (i) pay dividends or make any other
distributions on its Capital Stock to the Company or a Restricted Subsidiary,
(ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the
Company; (iii) make loans or advances to the Company or a Restricted Subsidiary
of the Company; or (iv) transfer any of its properties or assets to the Company
or a Restricted Subsidiary of the Company (each, a "Payment Restriction"),
except for (a) encumbrances or restrictions under Credit Facilities; provided,
that any Payment Restrictions thereunder (other than, with respect to (iv)
above, customary restrictions in security agreements or other loan documents
thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be
imposed only upon the acceleration of the maturity of the Indebtedness
thereunder; (b) consensual encumbrances or consensual restrictions binding upon
any Person at the time such Person becomes a Restricted Subsidiary of the
Company (unless the agreement creating such consensual encumbrances or
consensual restrictions was entered into in connection with, or in contemplation
of, such entity becoming a Restricted Subsidiary); (c) consensual encumbrances
or consensual restrictions under any agreement that refinances or replaces any
agreement described in clauses (a) and (b) above, provided that the terms and
conditions of any such restrictions are in the aggregate no less favorable to
the holders of the Securities than those under the agreement so refinanced or
replaced; and (d) customary non-assignment provisions in leases, purchase money
financings and any encumbrance or restriction due to applicable law.



                                                                              55

     SECTION 4.15. Limitation on Transactions with Affiliates. The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into any transaction or series of transactions (including,
without limitation, the sale, purchase or lease of any assets or properties or
the rendering of any services) with any Affiliate or beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act) of 10% or more of the
Company's common stock (other than with a Restricted Subsidiary of the Company)
(an "Affiliate Transaction"), on terms that are less favorable to the Company or
such Restricted Subsidiary, as the case may be, than would be available in a
comparable transaction with an unrelated Person. In addition, the Company will
not, and will not permit any Restricted Subsidiary of the Company to, enter into
an Affiliate Transaction, or any series of related Affiliate Transactions having
a value of (a) more than $5,000,000 unless a majority of the Board of Directors
of the Company (including a majority of the Company's Disinterested Directors)
determines in good faith, as evidenced by a resolution of such Board, that such
Affiliate Transaction or series of related Affiliate Transactions is fair to the
Company; or (b) more than $25,000,000, unless the Company receives a written
opinion from a nationally recognized investment banking firm with total assets
in excess of $1,000,000,000 that such transaction or series of transactions is
fair to the Company from a financial point of view.

     SECTION 4.16. Change of Control. (a) Following the occurrence of any Change
of Control, the Company shall offer (a "Change of Control Offer") to purchase
all outstanding Securities at a purchase price equal to 101% of the aggregate
outstanding principal amount of the Securities, plus accrued and unpaid interest
on the Securities so purchased to the date of purchase. The Change of Control
Offer shall be deemed to have commenced upon mailing of the notice described in
the next succeeding paragraph and shall terminate 20 Business Days after its
commencement, unless a longer offering period is required by law. Promptly after
the termination of the Change of Control Offer (the "Change of Control Payment
Date"), the Company shall purchase and mail or deliver payment for all
Securities tendered in response to the Change of Control Offer. If the Change of
Control Payment Date is on or after an interest payment record date and on or
before the related interest payment date, any accrued interest payable on such
interest payment date will be paid to the Person in whose name a Security is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Securities pursuant to the Change
of Control Offer.



                                                                              56

          (b) Within 15 days after any Change of Control, the Company (with
notice to the Trustee and the Paying Agent), or the Trustee at the Company's
request and expense, will mail or cause to be mailed to all Holders on the date
of the Change of Control a notice prepared by the Company (the "Change of
Control Notice") of the occurrence of such Change of Control and of the Holders'
rights arising as a result thereof. The Change of Control Notice will contain
all instructions and materials necessary to enable Holders to tender their
Securities to the Company. The Change of Control Notice, which shall govern the
terms of the Change of Control Offer, shall state: (1) that the Change of
Control Offer is being made pursuant to this Section 4.16; (2) the purchase
price and the Change of Control Payment Date; (3) that any Security not tendered
will continue to accrue interest at the stated rate; (4) that any Security
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest on the Change of Control Payment Date; (5) that Holders electing
to have a Security purchased pursuant to any Change of Control Offer will be
required to surrender the Security, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Security completed, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice prior to termination of the Change of Control Offer; (6)
that Holders will be entitled to withdraw their election if the Company,
depositary or Paying Agent, as the case may be, receives, not later than the
expiration of the Change of Control Offer, or such longer period as may be
required by law, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security the Holder
delivered for purchase and a statement that such Holder is withdrawing its
election to have the Security purchased; and (7) that Holders whose Securities
are purchased only in part will be issued Securities equal in principal amount
to the unpurchased portion of the Securities surrendered.

          (c) On the Change of Control Payment Date, the Company shall, to the
extent permitted by applicable law, (i) accept for payment Securities or
portions thereof tendered pursuant to the Change of Control Notice, (ii) if the
Company appoints a depositary or Paying Agent, deposit with such depositary or
Paying Agent money sufficient to pay the purchase price of all Securities or
portions thereof so tendered and (iii) deliver to the Trustee Securities so
accepted together with an Officers' Certificate stating the Securities or
portions thereof tendered to the Company. The depositary, the Company or the
Paying Agent, as the case may be, shall promptly mail to the Holders of
Securities so



                                                                              57

accepted payment in an amount equal to the purchase price (representing those
funds received pursuant to clause (ii) of this Section 4.16(c)), and the Trustee
shall promptly authenticate and mail to each such Holder a new Security equal in
principal amount to any unpurchased portion of the Security surrendered;
provided that each such new Security will be in a principal amount of $1,000 or
an integral multiple thereof. The Company will publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date. For purposes of this Section 4.16, the Trustee shall act
as the Paying Agent.

          (d) The Company will comply with Section 14 of the Exchange Act and
the provisions of Regulation 14E and any other tender offer rules under the
Exchange Act and any other federal and state securities laws, rules and
regulations which may then be applicable to any offer by the Company to purchase
the Securities at the option of the Holders upon a Change of Control.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

     SECTION 5.01. When Company May Merge, etc. The Company shall not
consolidate with or merge with or into any Person or sell, convey, lease,
transfer or otherwise dispose of all or substantially all of its assets to any
Person, unless:


               (1) the Company survives such merger or the Person formed by such
          consolidation or into which the Company is merged or that acquires by
          sale, conveyance, transfer or other disposition, or which leases, all
          or substantially all of the assets of the Company is a corporation
          organized and existing under the laws of the United States of America,
          any state thereof or the District of Columbia, or Canada or any
          province thereof, and expressly assumes, by supplemental indenture,
          the due and punctual payment of the principal of, premium, if any, and
          interest on, all the Securities and the performance of every other
          covenant and obligation of the Company under this Indenture;

               (2) immediately before and after giving effect to such
          transaction no Default or Event of Default exists;

               (3) immediately after giving effect to such transaction on a pro
          forma basis, the Consolidated



                                                                              58

          Tangible Net Worth of the Company (or the surviving or transferee
          entity) is equal to or greater than the Consolidated Tangible Net
          Worth of the Company immediately before such transaction; and

               (4) immediately after giving effect to such transaction on a pro
          forma basis, the Company (or the surviving or transferee entity) would
          be able to incur $1.00 of additional Indebtedness under the test
          described in Section 4.09(a) (other than Permitted Indebtedness).

          In connection with any consolidation, merger, sale, conveyance, lease,
transfer or other disposition contemplated by this Section 5.01, the Company
shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers' Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture.

     SECTION 5.02. Successor Corporation Substituted. Upon any consolidation,
merger, lease, conveyance or transfer in accordance with Section 5.01, the
Trustee shall be notified by the Company and the successor Person, and the
successor Per.son formed by such consolidation or into which the Company is
merged or to which such lease, conveyance or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor had been named as
the Company herein and thereafter (except in the case of a lease) the
predecessor corporation will be relieved of all further obligations and
covenants under this Indenture and the Securities.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

     SECTION 6.01. Events of Default. An "Event of Default" occurs upon:

               (1) default by the Company or any Subsidiary Guarantor in the
          payment of principal of, or premium, if any, on the Securities when
          due and payable at maturity, upon repurchase pursuant to Section 4.11
          or 4.16, upon acceleration or otherwise;

               (2) default by the Company or any Subsidiary Guarantor in the
          payment of any installment of [GRAPHIC OMITTED][GRAPHIC OMITTED]



                                                                              59

          interest on the Securities when due and payable and continuance of
          such default for 30 days;

               (3) default by the Company or any Subsidiary Guarantor in the
          deposit of any optional redemption payment, when and as due and
          payable pursuant to Article Three;

               (4) default on any other Indebtedness (other than Non-Recourse
          Indebtedness and Unrestricted Subsidiary Indebtedness) of the Company,
          any Subsidiary Guarantor or any other Subsidiary (other than a
          Non-Recourse Subsidiary or an Unrestricted Subsidiary) if either (A)
          such default results in the acceleration of the maturity of any such
          Indebtedness having a principal amount of $10,000,000 or more
          individually or, taken together with the principal amount of any other
          such Indebtedness the maturity of which has been so accelerated, in
          the aggregate, or (B) such default results from the failure to pay
          when due principal of, premium, if any, or interest on, any such
          Indebtedness, after giving effect to any applicable grace period (a
          "Payment Default"), having a principal amount of $10,000,000 or more
          individually or, taken together with the principal amount of any other
          Indebtedness under which there has been a Payment Default, in the
          aggregate;

               (5) default in the performance, or breach of, the covenants set
          forth in Section 4.10 and Article Five, or in the performance, or
          breach of, any other covenant or agreement of the Company or any
          Subsidiary Guarantor in this Indenture and failure to remedy such
          default within a period of 45 days after written notice thereof from
          the Trustee or Holders of 25% of the principal amount of the
          outstanding Securities;

               (6) the entry by a court of one or more judgments or orders for
          the payment of money against the Company, any Subsidiary Guarantor or
          any other Subsidiary (other than a Non-Recourse Subsidiary or an
          Unrestricted Subsidiary, provided that neither the Company nor any
          Restricted Subsidiary is liable, directly or indirectly, for such
          judgment or order) in an aggregate amount in excess of $10,000,000
          (net of applicable insurance coverage by a third party insurer which
          is acknowledged in writing by such insurer) that has



                                                                              60

          not been vacated, discharged, satisfied or stayed pending appeal
          within 60 days from the entry thereof;

               (7) a Guarantee by a Subsidiary Guarantor shall cease to be in
          full force and effect (other than a release of a Guarantee in
          accordance with Section 10.04) or any Subsidiary Guarantor shall deny
          or disaffirm its obligations with respect thereto;

               (8) the Company or any Subsidiary (other than a Non-Recourse
          Subsidiary or an Unrestricted Subsidiary) pursuant to or within the
          meaning of any Bankruptcy Law:

                    (A) commences a voluntary case or proceeding,

                    (B) consents to the entry of an order for relief against it
               in an involuntary case or proceeding,

                    (C) consents to the appointment of a Custodian of it or for
               all or substantially all of its property,

                    (D) makes a general assignment for the benefit of its
               creditors, or

                    (E) admits in writing that it generally is unable to pay its
               debts as the same become due; or

               (9) a court of competent jurisdiction enters an order or decree
          under any Bankruptcy Law that:

                    (A) is for relief (with respect to the petition commencing
               such case) against the Company or any Subsidiary (other than a
               Non-Recourse Subsidiary or an Unrestricted Subsidiary) in an
               involuntary case or proceeding,

                    (B) appoints a Custodian of the Company or any Subsidiary
               (other than a Non-Recourse Subsidiary or an Unrestricted
               Subsidiary) or for all or substantially all of its property, or



                                                                              61

                    (C) orders the liquidation of the Company or any Subsidiary
               (other than a Non-Recourse Subsidiary or an Unrestricted
               Subsidiary), and the order or decree remains unstayed and in
               effect for 60 days.

          The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     SECTION 6.02. Acceleration. If an Event of Default (other than an Event of
Default specified in clauses (8) or (9)) under Section 6.01 occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% of the principal amount of the outstanding Securities may declare the
unpaid principal of and premium, if any, or the Change of Control purchase price
if the Event of Default includes failure to pay the Change of Control purchase
price, and accrued and unpaid interest on, all the Securities then outstanding
to be due and payable, by a notice in writing to the Company (and to the
Trustee, if given by Holders), and upon any such declaration such principal,
premium, if any, and accrued and unpaid interest shall become immediately due
and payable, notwithstanding anything contained in this Indenture or the
Securities to the contrary. If an Event of Default specified in clauses 8 or 9
above occurs, all unpaid principal of, and premium, if any, and accrued and
unpaid interest on, the Securities then outstanding will become due and payable,
without any declaration or other act on the part of the Trustee or any Holder.

          The Holders of a majority of the principal amount of the outstanding
Securities, by written notice to the Company, the Subsidiary Guarantors and the
Trustee, may rescind and annul a declaration of acceleration and its
consequences if (1) the Company or any Subsidiary Guarantor has paid or
deposited with such Trustee a sum sufficient to pay (A) all overdue installments
of interest on all the Securities, (B) the principal of, and premium, if any, on
any Securities that have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates prescribed therefor in
the Securities, (C) to the extent that payment of such interest is lawful,
interest on the defaulted interest at the rate or rates prescribed therefor in
the Securities, and (D) all money paid or advanced by the Trustee thereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; (2) all Events of Default,



                                                                              62

other than the non-payment of the principal of any Securities that have become
due solely by such declaration of acceleration, have been cured or waived as
provided in this Indenture; and (3) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction. No such rescission will
affect any subsequent Event of Default or impair any right consequent thereon.

     SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may, but is not obligated to, pursue, in its own name
and as trustee of an express trust, any available remedy by proceeding at law or
in equity to collect the payment of principal or interest on the Securities or
to enforce the performance of any provision of the Securities or this Indenture.
If an Event of Default specified under clauses (8) or (9) of Section 6.01 occurs
with respect to the Company at a time when the Company is the Paying Agent, the
Trustee shall automatically assume the duties of Paying Agent.

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative.

     SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.07 and 9.02,
the Holders of at least a majority of the principal amount of the outstanding
Securities by notice to the Trustee may waive an existing Default or Event of
Default and its consequences, except a Default or Event of Default in payment of
principal or interest on the Securities, including any optional redemption
payments or Change of Control or Net Proceeds Offer payments.

     SECTION 6.05. Control by Majority. The Holders of a majority in principal
amount of the Securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on such Trustee, provided that (1) such
direction is not in conflict with any rule of law or with this Indenture and (2)
the Trustee may take any other action deemed proper by such Trustee that is not
inconsistent with such direction.

     SECTION 6.06. Limitation on Remedies. No Holder of any of the Securities
will have any right to institute any



                                                                              63

proceeding, judicial or otherwise, or for the appointment of a receiver or
trustee or pursue any remedy under this Indenture, unless:

               (1) such Holder has previously given notice to the Trustee of a
          continuing Event of Default,

               (2) the Holders of not less than 25% of the principal amount of
          the outstanding Securities have made written request to such Trustee
          to institute proceedings in respect of such Event of Default in its
          own name as Trustee under this Indenture,

               (3) such Holder or Holders have offered to such Trustee
          reasonable indemnity against the costs, expenses and liabilities to be
          incurred in compliance with such request,

               (4) such Trustee for 60 days after its receipt of such notice,
          request and offer of indemnity has failed to institute any proceeding,
          and

               (5) no direction inconsistent with such written request has been
          given to such Trustee during such 60-day period by the Holders of a
          majority of the principal amount of the outstanding Securities.

          A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over other Holders.

     SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the Holder of any Securities will have the
right, which is absolute and unconditional, to receive payment of the principal
of and interest on such Securities on the stated maturity therefor and to
institute suit for the enforcement of any such payment, and such right may not
be impaired without the consent of such Holder.

     SECTION 6.08. Collection Suit by Trustee. If an Event of Default in payment
of principal, premium, if any, or interest specified in Section 6.01(1), (2) or
(3) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company or any Subsidiary
Guarantor for the whole amount of principal, premium, if any, and interest
remaining unpaid with respect to the Securities, and interest on overdue
principal and premium, if any, and, to the extent lawful,



                                                                              64

interest on overdue interest, and such further amounts as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation and expenses of the Trustee, its agents and counsel.

     SECTION 6.09. Trustee May File Proofs of Claim. (a) The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in
any judicial proceedings relative to the Company, the Subsidiary Guarantors,
their creditors or their property and may collect and receive any money or
securities or other property payable or deliverable on any such claims and to
distribute the same.

          (b) Nothing herein contained shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

     SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article Six, it shall pay out the money in the following order:

               First: to the Trustee for amounts due under Section 7.07;

               Second: to Holders for amounts due and unpaid on the Securities
          for principal and interest, ratably, without preference or priority of
          any kind, according to the amounts due and payable on the Securities
          for principal and interest, respectively; and

               Third: to the Company.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.

     SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section



                                                                              65

6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07, or a suit by Holders of more than 10% in principal amount of the
then outstanding Securities.

                                  ARTICLE SEVEN

                                     TRUSTEE

     SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise such rights and powers vested in
it by this Indenture and use the same degree of care and skill in such exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.

          (b) Except during the continuance of an Event of Default:

               (1) The Trustee need perform only those duties that are
          specifically set forth (or incorporated by reference) in this
          Indenture and no others.

               (2) In the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture. However, the Trustee shall examine such
          certificates and opinions to determine whether or not they conform to
          the requirements of this Indenture.

          (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure act, or its own willful misconduct,
except that:

               (1) This paragraph (c) does not limit the effect of paragraph (b)
          of this Section.

               (2) The Trustee shall not be liable for any error of judgment
          made in good faith by an officer of the Trustee, unless it is proved
          that the Trustee was negligent in ascertaining the pertinent facts.

               (3) The Trustee shall not be liable with respect to action it
          takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 6.05, and the Trustee shall be



                                                                              66

          entitled from time to time to request such a direction.

          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

          (e) The Trustee shall be under no obligation and may refuse to perform
any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense. No provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

          (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

     SECTION 7.02. Rights of Trustee. Subject to Section 7.01:

          (a) The Trustee may rely on and shall be protected in acting or
refraining from acting upon any document believed by it to be genuine and to
have been signed or presented by the proper person. The Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney, to the extent reasonably required by such inquiry or
investigation.

          (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
certificate or opinion.



                                                                              67

          (c) The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

     SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Subsidiaries or Affiliates with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

     SECTION 7.04. Trustee's Disclaimer. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities or any
prospectus, offering or solicitation documents, and it shall not be responsible
for any statement in the Securities other than its certificate of
authentication.

     SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to each Holder pursuant to
Section 11.02 a notice of the Default within 90 days after it occurs. Except in
the case of a Default in any payment on any Security, the Trustee may withhold
the notice if and so long as the board of directors, executive committee or a
trust committee of officers in good faith determines that withholding the notice
is in the interests of Holders.

     SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each
April 1, beginning with the April 1 following the date of this Indenture, the
Trustee shall mail to each Holder a brief report dated as of such April 1 that
complies with TIA Section 313(a), but only if such report is required in any
year under TIA Section 313(a). The Trustee also shall comply with TIA Sections
313(b) and 313(c). A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange on which the Securities are
listed. The Company shall notify the Trustee in writing when the Securities
become listed on any national securities exchange or of any delisting thereof.

     SECTION 7.07. Compensation and Indemnity. The Company and the Subsidiary
Guarantors jointly and severally agree to pay the Trustee from time to time
reasonable compensation for



                                                                              68

its services (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust). The Company and
the Subsidiary Guarantors jointly and severally agree to reimburse the Trustee
upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred by it. Such expenses shall include when applicable the
reasonable compensation and expenses of the Trustee's agents and counsel.

          The Trustee shall not be under any obligation to institute any suit,
or take any remedial action under this Indenture, or to enter any appearance or
in any way defend any suit in which it may be a defendant, or to take any steps
in the execution of the trusts created hereby or thereby or in the enforcement
of any rights and powers under this Indenture, until it shall be indemnified to
its satisfaction against any and all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provisions of
this Indenture, including compensation for services, costs, expenses, outlays,
counsel fees and other disbursements, and against all liability not due to its
negligence or willful misconduct. The Company and the Subsidiary Guarantors
jointly and severally agree to indemnify the Trustee against any loss, liability
or expenses incurred by it arising out of or in connection with the acceptance
and administration of the trust and its duties hereunder as Trustee, Registrar
and/or Paying Agent, including the costs and expenses of enforcing this
Indenture against the Company (including with respect to this Section 7.07) and
of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee
shall notify the Company and the Subsidiary Guarantors of any claim for which it
may seek indemnity; however, unless the position of the Company is prejudiced by
such failure, the failure of the Trustee to promptly notify the Company shall
not limit its right to indemnification. The Company shall defend each such claim
and the Trustee shall cooperate in the defense. The Trustee may retain separate
counsel and the Company shall reimburse the Trustee for the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement made
without its consent.

          Neither the Company nor the Subsidiary Guarantors shall be obligated
to reimburse any expense or indemnify against any loss or liability incurred by
the Trustee through the Trustee's negligence or willful misconduct. To secure
the payment obligations of the Company and the Subsidiary Guarantors in this
Section, the Trustee shall have a claim



                                                                              69

prior to that of the Holders of the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal of and
interest on particular Securities. The Trustee's right to receive payment of any
amounts due under this Section 7.07 shall not be subordinate to any other
liability or Indebtedness of the Company.

          When the Trustee incurs expenses or renders services after the
occurrence of any Event of Default specified in Sections 6.01(8) or (9), the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

     SECTION 7.08. Replacement of Trustee. The Trustee may resign by so
notifying the Company and the Subsidiary Guarantors. The Holders of a majority
in principal amount of the Securities may remove the Trustee by so notifying the
Trustee, in writing. The Company may remove the Trustee if:

               (1) the Trustee fails to comply with Section 7.10;

               (2) the Trustee is adjudged a bankrupt or an insolvent;

               (3) a receiver or other public officer takes charge of the
          Trustee or its property; or

               (4) the Trustee becomes incapable of acting as Trustee hereunder.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the Securities may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and the Subsidiary
Guarantors. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. A successor Trustee shall
mail notice of its succession to each Holder.



                                                                              70

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in principal amount of the Securities may petition any.
court of competent jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. Any successor Trustee shall comply with
TIA Section 310(a)(5).

     SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust assets to, another corporation, the successor corporation
without any further act shall be the successor Trustee; provided such
corporation or association shall be otherwise eligible and qualified under this
Article and shall notify the Company of its successor hereunder.

     SECTION 7.10. Eligibility; Disqualification. This Indenture shall always
have a Trustee which satisfies the requirements of TIA Section 310(a)(1). The
Trustee shall always have a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition. The
Trustee shall also comply with TIA Section 310(b).

     SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

     SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

          The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, with respect to
the Securities, elect to exercise its rights pursuant to either Section 8.02 or
8.03 with respect to all outstanding Securities upon compliance with the
conditions set forth below in this Article Eight.



                                                                              71

     SECTION 8.02. Legal Defeasance and Discharge. Upon the Company's exercise
under Section 8.01 of the option applicable to this Section 8.02, the Company
shall be deemed to have been discharged from its obligations with respect to all
outstanding Securities on the date all conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 8.05 and the
other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Securities to receive solely from the trust fund
described in Section 8.04, and as more fully set forth in such Section, payments
in respect of the principal of, premium, if any, and interest on such Securities
when such payments are due, (b) the Company's obligations with respect to such
Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.04, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith (including, but not limited to, Section
7.07) and (d) this Article Eight. Subject to compliance with this Article Eight,
the Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 with respect to the Securities.

     SECTION 8.03. Covenant Defeasance. Upon the Company's exercise under
Section 8.01 of the option applicable to this Section 8.03, the Company shall be
released from its obligations under the covenants contained in the second
sentence of Section 4.02, Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.14, 4.15, and 4.16 and Article Five with respect to the outstanding
Securities on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Securities shall thereafter be
deemed not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Securities shall
not be deemed outstanding for accounting purposes). For this purpose, such
Covenant Defeasance means that, with respect to the



                                                                              72

outstanding Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section
6.01(5), but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby. In addition, upon the Company's
exercise under Section 8.01 of the option applicable to this Section 8.03,
Sections 6.01(4) through 6.01(9) shall not constitute Events of Default.

     SECTION 8.04. Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to application of either Section 8.02 or Section 8.03 to
the outstanding Securities:

          (a) The Company shall irrevocably have deposited or cause to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.10 who shall agree to comply with the provisions of this Article Eight
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (a) cash in U.S. Legal Tender
in an amount, or (b) U.S. Government Securities which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
cash in U.S. Legal Tender in an amount, or (c) a combination thereof, in such
amounts, as will be sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge the principal of,
premium, if any, and interest on the outstanding Securities on the Maturity Date
or on the applicable redemption date, as the case may be, of such principal or
installment of principal, premium, if any, or interest and in accordance with
the terms of this Indenture and of such Securities; provided that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Securities to said payments with respect to the Securities.

          (b) In the case of an election under the Company shall have delivered
to the Trustee Section 8.02, an Opinion of



                                                                              73

Counsel confirming that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date
hereof, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of the outstanding Securities will not recognize income, gain
or loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;

          (c) In the case of an election under Section 8.03, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the outstanding Securities will not recognize income, gain or loss
for federal income tax purposes as a result of such Covenant Defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not
occurred;

          (d) No Default or Event of Default with respect to the Securities
shall have occurred and be continuing on the date of such deposit or, insofar as
Subsection 6.01(8) or 6.01(9) is concerned, at any time in the period ending on
the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period);

          (e) Such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which the Company is bound;

          (f) In the case of any election under Section 8.02 or 8.03, the
Company shall have delivered to the Trustee an Officers' Certificate stating
that the deposit made by the Company pursuant to its election under Section 8.02
or 8.03 was not made by the Company with the intent of preferring the Holders
over other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others; and

          (g) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the Legal Defeasance under Section
8.02 or the Covenant Defeasance under Section 8.03 (as the case may



                                                                              74

be) have been complied with as contemplated by this Section 8.04.

     SECTION 8.05. Deposited Money and U.S. Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 8.06, all money and
U.S. Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 in respect of the outstanding
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or a Subsidiary
Guarantor, if any, acting as Paying Agent) as the Trustee may determine, to the
Holders of such Securities of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or U.S. Government
Securities deposited pursuant to Section 8.04 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Securities.

          Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the Company's
request any money or U.S. Government Securities held by it as provided in
Section 8.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a)), are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

     SECTION 8.06. Repayment to Company. Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the
principal of, premium, if any, or interest on any Security which is not subject
to the last paragraph of Section 8.05 and has remained unclaimed for two years
after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Company on its request (unless an abandoned
property law designates another Person) or (if then held by



                                                                              75

the Company) shall be discharged from such trust; and the Holder of such
Securities shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

     SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to
apply any U.S. Legal Tender or U.S. Government Securities in accordance with
Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining, or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03, as the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent. In the event the
Company's obligations under this Indenture and the Securities are revived and
reinstated pursuant to this Section 8.07, then the obligations of each
Subsidiary Guarantor under its Guarantee and this Indenture that were released
pursuant to Section 10.04 as a result of the Company's exercise of its rights
under this Article Eight shall be revived and reinstated as though such release
had not occurred.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 9.01. Without Consent of Holders.

          The Company, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture or the Securities without notice to or consent of any
Holder:



                                                                              76

               (1) to cure any ambiguity, defect or inconsistency;

               (2) to comply with Section 5.01;

               (3) to reflect the addition or release of any Subsidiary
          Guarantor, as provided for by this Indenture;

               (4) to comply with any requirements of the SEC in order to effect
          or maintain the qualification of this Indenture under the TIA; or

               (5) to make any change that would provide any additional benefit
          or rights to the Holders or that does not adversely affect the rights
          of any Holder in any material respect.

          Upon the request of the Company and the Subsidiary Guarantors,
accompanied by a Board Resolution of the Company and of each Subsidiary
Guarantor authorizing the execution of any such supplemental indenture, and upon
receipt by the Trustee of the documents described in Section 9.06, the Trustee
shall join with the Company and the Subsidiary Guarantors in the execution of
any supplemental indenture authorized or permitted by the terms of this
Indenture and make any further appropriate agreements and stipulations that may
be therein contained. After an amendment or waiver under this Section becomes
effective, the Company shall mail to the Holders of each Security affected
thereby a notice briefly describing the amendment or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

     SECTION 9.02. With Consent of Holders. Except as provided below in this
Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend
this Indenture or the Securities with the written consent (including consents
obtained in connection with a tender offer or exchange offer for Securities or a
solicitation of consents in respect of Securities, provided that in each case
such offer or solicitation is made to all Holders of then outstanding Securities
on equal terms) of the Holders of at least a majority of the principal amount of
the outstanding Securities.

          Upon the request of the Company and the Subsidiary Guarantors,
accompanied by a Board Resolution of the Company and each Subsidiary Guarantor
authorizing the execution of any such supplemental indenture, and upon the
filing with the



                                                                              77

Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt
by the Trustee of the Opinion of Counsel described in Section 9.06, the Trustee
shall join with the Company and the Subsidiary Guarantors in the execution of
such supplemental indenture.

          It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment or waiver, but
it shall be sufficient if such consent approves the substance thereof.

          The Holders of a majority of the principal amount of the outstanding
Securities may waive compliance in a particular instance by the Company or the
Subsidiary Guarantors with any provision of this Indenture or the Securities
(including waivers obtained in connection with a tender offer or exchange offer
for Securities or a solicitation of consents in respect of Securities, provided
that in each case such offer or solicitation is made to all Holders of the then
outstanding Securities on equal terms). However, without the consent of each
Holder affected, an amendment or waiver under this Section may not:

               (1) reduce the percentage of principal amount of Securities whose
          Holders must consent to an amendment, supplement or waiver of any
          provision of this Indenture or the Securities;

               (2) reduce the rate or change the time for payment of interest,
          including default interest, on the Securities;

               (3) reduce the principal amount of any Security or change the
          Maturity Date of the Securities;

               (4) reduce the redemption price, including premium, if any,
          payable upon the redemption of any Security or change the time at
          which any Security may be redeemed;

               (5) reduce the repurchase price, including premium, if any,
          payable upon the repurchase of any Security pursuant to Sections 4.11
          or 4.16, or change the time at which any Security may or shall be
          repurchased thereunder;

               (6) waive a Default or Event of Default in the payment of the
          principal of, premium, if any, or interest on the Securities;



                                                                              78

               (7) make any Security payable in money other than that stated in
          the Security;

               (8) impair the right to institute suit for the enforcement of
          principal of, premium, if any, or principal on any Security pursuant
          to Sections 6.07 or 6.08, except as limited by Section 6.06; or

               (9) make any change in Section 6.04 or Section 6.07 or in this
          sentence of this Section 9.02.

          The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of this Indenture.

     SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to or
supplement of this Indenture or the Securities shall comply with the TIA as then
in effect.

     SECTION 9.04. Revocation and Effect of Consents. A consent to an amendment,
supplement or waiver by a Holder of a Security shall bind the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, until an amendment, supplement or waiver becomes
effective, any such Holder or subsequent Holder may revoke the consent as to its
Security or portion of a Security. For such revocation to be effective, the
Trustee must receive the notice of revocation before the date the amendment,
supplement or waiver becomes effective.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver. If the Company elects to fix a record date for such purpose, the record
date shall be fixed at (i) the later of 30 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation pursuant to Section 2.05, or (ii) such other
date as the Company shall designate. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were



                                                                              79

Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment or waiver or to revoke
any consent previously given, whether or not such Persons continue to be Holders
after such record date. No consent shall be valid or effective for more than 90
days after such record date unless consent from the Holders of the principal
amount of Securities required hereunder for such amendment or waiver to be
effective also shall have been given and not revoked within such 90-day period.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder unless it makes a change described in any of clauses (1)
through (9) of Section 9.02. In that case the amendment, supplement or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

     SECTION 9.05. Notation on or Exchange of Senior Notes. If an amendment,
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.

     SECTION 9.06. Trustee Protected. The Trustee shall sign any amendment or
supplement or waiver authorized pursuant to this Article if the amendment or
supplement or waiver does not adversely affect the rights of the Trustee. If it
does adversely affect the rights of the Trustee, the Trustee may but need not
sign it. In signing such amendment or supplement or waiver the Trustee shall be
entitled to receive, and (subject to Article Seven) shall be fully protected in
relying upon, an Opinion of Counsel stating that such amendment or supplement or
waiver is authorized or permitted by and complies with this Indenture. The
Company may not sign an amendment or supplement until the Boards of Directors of
the Company and the Subsidiary Guarantors approve it.

                                   ARTICLE TEN

                                   GUARANTEES



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     SECTION 10.01. Unconditional Guarantee. Each Subsidiary Guarantor hereby,
jointly and severally, fully and unconditionally guarantees, as principal
obligor and not only as surety (such guarantee to be referred to herein as the
"Guarantee"), to each Holder and to the Trustee the due and punctual payment of
the principal of, premium, if any, and interest on the Securities and all other
amounts due and payable under this Indenture and the Securities by the Company
whether at maturity, by acceleration, redemption, repurchase or otherwise,
including, without limitation, interest on the overdue principal of, premium, if
any, and interest on the Securities, to the extent lawful, all in accordance
with the terms hereof and thereof; subject, however, to the limitations set
forth in Section 10.05.

          Failing payment when due of any amount so guaranteed for whatever
reason, the Subsidiary Guarantors will be jointly and severally obligated to pay
the same immediately. Each Subsidiary Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that this Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture and in this Guarantee.
If any Holder or the Trustee is required by any court or otherwise to return to
the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to the Company or any Subsidiary
Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the
Trustee or such Holder, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees
it shall not be entitled to any right of subrogation in relation to the Holders
in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as
between each Subsidiary Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby



                                                                              81

may be accelerated as provided in Article Six for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any acceleration of such obligations as provided in Article Six,
such obligations (whether or not due and payable) shall forthwith become due and
payable by each Subsidiary Guarantor for the purpose of this Guarantee.

     SECTION 10.02. Subsidiary Guarantors May Consolidate, etc., on Certain
Terms. (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary
Guarantor may consolidate or merge with or into (whether or not such Subsidiary
Guarantor is the surviving Person) another Person unless (i) the Person formed
by or surviving any such consolidation or merger (if other than such Subsidiary
Guarantor) assumes all the obligations of such Subsidiary Guarantor under this
Indenture and the Securities pursuant to a supplemental indenture, in a form
reasonably satisfactory to the Trustee, (ii) immediately after such transaction,
no Default or Event of Default exists, (iii) such Subsidiary Guarantor or Person
formed by or surviving any such consolidation or merger will have Consolidated
Tangible Net Worth (immediately after the transaction) equal to or greater than
the Consolidated Tangible Net Worth of such Subsidiary Guarantor immediately
preceding the transaction and (iv) the Company will, at the time of such
transaction after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable Reference Period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In
connection with any consolidation or merger contemplated by this Section 10.02,
the Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture. This Section 10.02(a) will not prohibit a
merger between Subsidiary Guarantors or a merger between the Company and a
Subsidiary Guarantor.

          (b) In the event of a sale or other disposition of all or
substantially all of the assets of any Subsidiary Guarantor or a sale or other
disposition of al1 of the Capital Stock of such Subsidiary Guarantor, in any
case by way of merger, consolidation or otherwise, then such Subsidiary
Guarantor (in the event of a sale or other disposition, by way of such a merger,
consolidation or otherwise, of all of the Capital Stock of such Subsidiary
Guarantor) or the Person acquiring the assets (in the event of a sale or other
disposition of all or substantially all of



                                                                              82

the assets of such Subsidiary Guarantor) will be released and relieved of any
obligations under its Guarantees; provided that in the event such sale or
disposition constitutes an Asset Sale, the Net Available Proceeds of such sale
or other disposition are applied in accordance with the provisions of this
Indenture described under Section 4.11.

     SECTION 10.03. Addition of Subsidiary Guarantors. (a) The Company agrees to
cause each Subsidiary that shall become a Restricted Subsidiary after the Issue
Date to execute and deliver a supplemental indenture pursuant to which such
Restricted Subsidiary shall guarantee the payment of the Securities pursuant to
the terms hereof.

          (b) Any Person that was not a Subsidiary Guarantor on the Issue Date
may become a Subsidiary Guarantor by executing and delivering to the Trustee (i)
a supplemental indenture in form and substance satisfactory to the Trustee,
which subjects such Person to the provisions (including the representations and
warranties) of this Indenture as a Subsidiary Guarantor and (ii) an Opinion of
Counsel and Officers' Certificate to the effect that such supplemental indenture
has been duly authorized and executed by such Person and constitutes the legal,
valid and binding obligation of such Person (subject to such customary
exceptions concerning creditors' rights and equitable principles as may be
acceptable to the Trustee in its discretion and provided that no opinion need be
rendered concerning the enforceability of the Guarantee).

     SECTION 10.04. Release of a Subsidiary Guarantor. Upon (i) the sale or
disposition of a Subsidiary Guarantor (or all or substantially all of its
assets) or (ii) the designation of a Subsidiary Guarantor as an Unrestricted
Subsidiary, in each case which is otherwise in compliance with the terms of this
Indenture, including but not limited to the provisions of Section 10.02, such
Subsidiary Guarantor shall be deemed released from all of its Guarantee and
related obligations in this Indenture without any further action by the Trustee,
the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the
Company's election, in compliance with the conditions set forth in Article Eight
hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with
respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed
released from all of its Guarantee and related obligations in this Indenture
without any further action by the Trustee, the Company or any Subsidiary
Guarantor. The Trustee shall deliver an appropriate instrument evidencing such
release upon receipt of a request by the Company accompanied by an



                                                                              83

Officers' Certificate and, in the case of the release of a Subsidiary Guarantor
pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion
of Counsel certifying that such sale or other disposition was made by the
Company in accordance with the provisions of this Indenture. Any Subsidiary
Guarantor not so released remains liable for the full amount of principal of and
interest on the Securities as provided in this Article Ten.

     SECTION 10.05. Limitation of Subsidiary Guarantor's Liability. Each
Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms
that it is the intention of all such parties that the guarantee by such
Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent
transfer or conveyance for purposes of any federal, state or foreign law. To
effectuate the foregoing intention, the Holders and each Subsidiary Guarantor
hereby irrevocably agree that the obligations of each Subsidiary Guarantor under
the Guarantee shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Subsidiary Guarantor in respect of the obligations of
such other Subsidiary Guarantor under its Guarantee or pursuant to Section
10.06, result in the obligations of such Subsidiary Guarantor under the
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal, state or foreign law. This Section 10.05 is for the benefit of the
creditors of each Subsidiary Guarantor, and, for purposes of applicable
fraudulent transfer and fraudulent conveyance law, any Indebtedness of a
Subsidiary Guarantor pursuant to Credit Facilities shall be deemed to have been
incurred prior to the incurrence by such Subsidiary Guarantor of its liability
under the Guarantee.

     SECTION 10.06. Contribution. In order to provide for just and equitable
contribution among the Subsidiary Guarantors, the Subsidiary Guarantors agree,
inter se, that in the event any payment or distribution is made by any
Subsidiary Guarantor (a "Funding Guarantor") under the Guarantee, such Funding
Guarantor shall be entitled to a contribution from each other Subsidiary
Guarantor in a pro rata amount based on the Adjusted Net Assets of each
Subsidiary Guarantor (including the Funding Guarantor) for all payments, damages
and expenses incurred by the Funding Guarantor in discharging the Company's
obligations with respect to the Securities or any other Subsidiary Guarantor's
obligations with respect to the Guarantee.



                                                                              84

     SECTION 10.07. [Intentionally Omitted.]

     SECTION 10.08. Severability. In case any provision of this Guarantee shall
be invalid, illegal or unenforceable, that portion of such provision that is not
invalid, illegal or unenforceable shall remain in effect, and the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

     SECTION 11.01. Trust Indenture Act Controls. Whether prior to or following
the qualification of this Indenture under the TIA, if any provision of this
Indenture limits, qualifies, or conflicts with the duties imposed by operation
of TIA Section 318(c) upon an indenture qualified under the TIA, the imposed
duties shall control under this Indenture.

     SECTION 11.02. Notices. Any notice or communication shall be sufficiently
given if in writing and delivered in person or mailed by certified or registered
mail (return receipt requested), facsimile, telecopier or overnight air courier
guaranteeing next day delivery, addressed as follows:

          If to the Company or any Subsidiary Guarantor:

               Chesapeake Energy Corporation
               6100 North Western Avenue
               Oklahoma City, Oklahoma 73118

               Attention: Chief Financial Officer

          If to the Trustee:

               The Bank of New York
               101 Barclay Street
               8th Floor
               New York, New York 10286

               Attention: Corporate Trust Department

          The Company or any Subsidiary Guarantor or the Trustee by notice to
the other may designate additional or different addresses for subsequent notices
or communications.

          All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when



                                                                              85

receipt acknowledged, if faxed or telecopied; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery.

          Any notice or communication mailed to a Holder shall be mailed by
first-class mail to the address for such Holder appearing on the registration
books of the Registrar and shall be sufficiently given to such Holder if so
mailed within the time prescribed. Failure to mail a notice or communication to
a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.

          If a notice or communication is mailed in the manner provided above,
it is duly given, whether or not the addressee receives it. If the Company or
any Subsidiary Guarantor mails notice or communications to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

     SECTION 11.03. Communication by Holders with Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Securities. The Company, the Subsidiary
Guarantors, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).

     SECTION 11.04. Certificate and opinion as to Conditions Precedent. Upon any
request or application by the Company or any Subsidiary Guarantor to the Trustee
to take any action under this Indenture, the Company or such Subsidiary
Guarantor, as the case may be, shall furnish to the Trustee:

               (1) an Officers' Certificate (which shall include the statements
          set forth in Section 11.05) stating that, in the opinion of the
          signers, the conditions precedent, if any, provided for in this
          Indenture relating to the proposed action have been complied with; and

               (2) an Opinion of Counsel stating that, in the opinion of such
          counsel, such conditions precedent have been complied with.

     SECTION 11.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

               (1) a statement that each person making such certificate or
          opinion has read such covenant or condition;



                                                                              86

               (2) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of each such person, he has
          made such examination or investigation as is necessary to enable him
          to express an informed opinion as to whether or not such covenant or
          condition has been complied with; and

               (4) a statement as to whether or not, in the opinion of each such
          person, such covenant or condition has been complied with.

     SECTION 11.06. Rules by Trustee and Agents. The Trustee may make reasonable
rules for actions taken by, or meetings or consents of, Holders. The Registrar
or Paying Agent may make reasonable rules for its functions.

     SECTION 11.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday,
or a day on which banks and trust companies in the City of New York are not
required by law or executive order to be open. If a payment date is a Legal
Holiday at a place of payment, payment may be made at the place on the next
succeeding day that is not a Legal Holiday, without additional interest.

     SECTION 11.08. Governing Law. THIS INDENTURE AND THE SECURITIES AND THE
GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY, EXCEPT TO THE EXTENT THAT THE LAWS OF THE STATE OF NEW YORK
WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION REGARDING THE
VALIDITY OF THE SECURITIES.

     SECTION 11.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company, any Subsidiary Guarantor or any other Subsidiary. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

     SECTION 11.10. No Recourse Against Others. All liability described in
Paragraph 22 of the Securities of any director, officer, employee or
stockholder, as such, of the Company, the Subsidiary Guarantors or the Trustee
is waived and released.



                                                                              87

     SECTION 11.11. Successors. All agreements of the Company and the Subsidiary
Guarantors in this Indenture, the Securities and the Guarantees shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successor.

     SECTION 11.12. Duplicate Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same instrument.

     SECTION 11.13. Severability. In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, and a Holder shall have no claim therefor against
any party hereto.



                                                                              88

                                   SIGNATURES

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the date first written above.

                                        CHESAPEAKE ENERGY CORPORATION


                                        By: /s/ Marcus C. Rowland
                                           -------------------------------------
                                           Name: Marcus C. Rowland
                                           Title: Executive Vice President
                                                  and Chief Financial Officer

                                        SUBSIDIARY GUARANTORS:

                                        THE AMES COMPANY, L.L.C.
                                        CHESAPEAKE ACQUISITION, L.L.C.
                                        CHESAPEAKE ROYALTY, L.L.C.
                                        NOMAC DRILLING CORPORATION
                                        CHESAPEAKE ENERGY LOUISIANA CORPORATION
                                        CHESAPEAKE OPERATING, INC.
                                        CHESAPEAKE MOUNTAIN FRONT, L.L.C.
                                        GOTHIC ENERGY, L.L.C.
                                        GOTHIC PRODUCTION, L.L.C.
                                        CARMEN ACQUISITION, L.L.C.
                                        SAP ACQUISITION, L.L.C.
                                        CHESAPEAKE KNAN ACQUISITION, L.L.C.
                                        CHESAPEAKE ENO ACQUISITION, L.L.C.
                                        CHESAPEAKE EP CORPORATION
                                        CHESAPEAKE DELTA CORP.
                                        CHESAPEAKE FOCUS, L.L.C.
                                        CHESAPEAKE ORC, L.L.C.


                                        By: /s/ Marcus C. Rowland
                                           -------------------------------------
                                           Name: Marcus C. Rowland
                                           Title: Vice President

                                        CHESAPEAKE EXPLORATION LIMITED
                                           PARTNERSHIP
                                        CHESAPEAKE LOUISIANA, L.P.
                                        CHESAPEAKEPANHANDLE LIMITED
                                           PARTNERSHIP
                                        CHESAPEAKE-STAGHORN ACQUISITION L. P.



                                                                              89

                                        CHESAPEAKE SIGMA, L.P.


                                           By Chesapeake Operating, Inc., as
                                              general partner of each respective
                                              entity


                                           By: /s/ Marcus C. Rowland
                                              ----------------------------------
                                              Name: Marcus C. Rowland
                                              Title: Vice President



                                                                              90

                                        THE BANK OF NEW YORK, as Trustee


                                        By: /s/ Louis P. Young
                                           -------------------------------------
                                           Name: Louis P. Young




                                                                              91

                                                 RULE 144A/REGULATION S APPENDIX

                   PROVISIONS RELATING TO INITIAL SECURITIES,
                           PRIVATE EXCHANGE SECURITIES
                             AND EXCHANGE SECURITIES

     1. Definitions

     1.1 Definitions

     For the purposes of this Appendix the following terms shall have the
meanings indicated below:

          "Depository" means The Depository Trust Company, its nominees and
their respective successors.

          "Exchange Securities" means (1) the 7.50% Senior Notes due 2013 issued
pursuant to the Indenture in connection with the Registered Exchange Offer
pursuant to a Registration Rights Agreement and (2) Additional Securities, if
any, issued pursuant to a registration statement filed with the SEC under the
Securities Act.

          "Initial Purchasers" means (1) with respect to the Initial Securities
issued on the Issue Date, collectively, Salomon Smith Barney Inc., Bear, Stearns
& Co. Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc., Morgan Stanley
& Co. Incorporated, BNP Paribas Securities Corp., Credit Lyonnais Securities
(USA) Inc. and TD Securities (USA) Inc. and (2) with respect to each issuance of
Additional Securities, the Persons purchasing such Additional Securities under
the related Purchase Agreement.

          "Initial Securities" means (1) $300 million aggregate principal amount
of 7.50% Senior Notes due 2013 issued on the Issue Date and (2) Additional
Securities, if any, issued in one or more transactions exempt from the
registration requirements of the Securities Act.

          "Private Exchange" means the offer by the Company, pursuant to a
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to
each Initial Purchaser, in exchange for the Initial Securities held by the
Initial Purchaser as part of its initial distribution, a like aggregate
principal amount of Private Exchange Securities.



                                                                              92

          "Private Exchange Securities" means any 7.50% Senior Notes due 2013
issued in connection with a Private Exchange.

          "Purchase Agreement" means (1) with respect to the Initial Securities
issued on the Issue Date, the Purchase Agreement dated February 28, 2003, among
the Company, the Subsidiary Guarantors and the Initial Purchasers, and (2) with
respect to each issuance of Additional Securities, the purchase agreement or
underwriting agreement among the Company, the Subsidiary Guarantors and the
Persons purchasing such Additional Securities.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Registered Exchange Offer" means the offer by the Company, pursuant
to a Registration Rights Agreement, to certain Holders of Initial Securities, to
issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the
Securities Act.

          "Registration Rights Agreement" means (1) with respect to the Initial
Securities issued on the Issue Date, the Registration Rights Agreement dated
March 5, 2003, among the Company, the Subsidiary Guarantors and the Initial
Purchasers, and (2) with respect to each issuance of Additional Securities
issued in a transaction exempt from the registration requirements of the
Securities Act, the registration rights agreement, if any, among the Company,
the Subsidiary Guarantors and the Persons purchasing such Additional Securities
under the related Purchase Agreement.

          "Securities" means the Initial Securities, the Exchange Securities and
the Private Exchange Securities, treated as a single class.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor Person thereto and
shall initially be the Trustee.

          "Shelf Registration Statement" means the registration statement issued
by the Company in connection with the offer and sale of Initial Securities or
Private Exchange Securities pursuant to a Registration Rights Agreement.



                                                                              93

          "Transfer Restricted Securities" means Securities that bear or are
required to bear the legend set forth in Section 2.3(b) hereto.

     1.2  Other Definitions

                                                                      Defined in
Term                                                                   Section:
- ----                                                                  ----------

"Agent Members"....................................................     2.1(b)
"Global Security"..................................................     2.1(a)
"Regulation S".....................................................     2.1(a)
"Restricted Global Security".......................................     2.1(a)
"Rule 144A"........................................................     2.1(a)

     2.   The Securities.

     2.1 (a) Form and Dating. Initial Securities offered and sold to a QIB in
reliance on Rule 144A under the Securities Act ("Rule 144A") or in reliance on
Regulation S under the Securities Act ("Regulation S"), in each case as provided
in a Purchase Agreement, and Private Exchange Securities, as provided in a
Registration Rights Agreement, shall be issued initially in the form of one or
more permanent global Securities in definitive, fully registered form without
interest coupons with the global securities legend and restricted securities
legend set forth in Exhibit 1 hereto (each, a "Restricted Global Security"),
which shall be deposited on behalf of the purchasers of the Initial Securities
represented thereby with the Trustee, at its principal corporate trust office,
as Securities Custodian, and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee as hereinafter
provided. Exchange Securities shall be issued in global form (with the global
securities legend set forth in Exhibit 1 hereto) or in certificated form at the
option of the Holders thereof from time to time. Exchange Securities issued in
global form and Restricted Global Securities are sometimes referred to in this
Appendix as "Global Securities."

          (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Depository.



                                                                              94

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depository for such
Global Security or Global Securities or the nominee of such Depository and (b)
shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instructions or held by the Trustee as Securities Custodian.

          Members of, or participants in, the Depository ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depository or by the Trustee as Securities Custodian or
under such Global Security, and the Company, the Trustee and any agent of the
Company or the Trustee shall be entitled to treat the Depository as the absolute
owner of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between
the Depository and its Agent Members, the operation of customary practices of
such Depository governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

          (c) Certificated Securities. Except as provided in this Section 2.1 or
Section 2.3 or 2.4, owners of beneficial interests in Restricted Global
Securities shall not be entitled to receive physical delivery of certificated
Securities.

     2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the
Issue Date, an aggregate principal amount of $300 million 7.50% Senior Notes due
2013, (2) from time to time after the Issue Date, any Additional Securities for
an original issue in an aggregate principal amount specified in the written
order of the Company pursuant to Section 2.02 of the Indenture and (3) Exchange
Securities or Private Exchange Securities for issue only in a Registered
Exchange Offer or a Private Exchange, respectively, pursuant to a Registration
Rights Agreement, for a like principal amount of Initial Securities, in each
case upon a written order of the Company signed by two Officers or by an Officer
and either the Secretary, an Assistant Treasurer or an Assistant Secretary of
the Company. Such order shall specify the amount of the Securities to be
authenticated and the date on which the original issue of Securities is to be
authenticated and, in the case of any issuance of Additional Securities pursuant
to Section 2.13 of the Indenture, shall



                                                                              95

certify that such issuance is in compliance with Section 4.09(a) of the
Indenture.

     2.3  Transfer and Exchange.

          (a) Transfer and Exchange of Global Securities. (i) The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor. A transferor of a beneficial interest in a Global Security
shall deliver to the Registrar a written order given in accordance with the
Depository's procedures containing information regarding the participant account
of the Depository to be credited with a beneficial interest in the Global
Security. The Registrar shall, in accordance with such instructions instruct the
Depository to credit to the account of the Person specified in such instructions
a beneficial interest in the Global Security and to debit the account of the
Person making the transfer the beneficial interest in the Global Security being
transferred.

          (ii) Notwithstanding any other provisions of this Appendix (other than
the provisions set forth in Section 2.4), a Global Security may not be
transferred as a whole except by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such successor Depository.

          (iii) In the event that a Restricted Global Security is exchanged for
Securities in certificated registered form pursuant to Section 2.4 of this
Appendix, prior to the consummation of a Registered Exchange Offer or the
effectiveness of a Shelf Registration Statement with respect to such Securities,
such Securities may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section 2.3 (including the
certification requirements set forth on the reverse of the Initial Securities
intended to ensure that such transfers comply with Rule 144A or Regulation S, as
the case may be) and such other procedures as may from time to time be adopted
by the Company.

          (b) Legend.

          (i) Except as permitted by the following paragraphs (ii), (iii) and
     (iv), until the expiration of



                                                                              96

     the applicable holding period with respect to the Securities set forth in
     Rule 144(k) of the Securities Act, each Security certificate evidencing the
     Restricted Global Securities (and all Securities issued in exchange
     therefor or in substitution thereof) shall bear a legend in substantially
     the following form:

          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
          TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
          (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
          OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
          HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE
          EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
          PROVIDED BY RULE 144A THEREUNDER.

          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
          (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
          TRANSFERRED, ONLY (I) THE COMPANY, (II) IN THE UNITED STATES TO A
          PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
          INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
          IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE
          THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
          904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM
          REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
          (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
          UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN
          ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
          UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
          REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
          RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

          (ii) Upon any sale or transfer of a Transfer Restricted Security
     (including any Transfer Restricted Security represented by a Restricted
     Global Security) pursuant to Rule 144 under the Securities Act, the
     Registrar shall permit the transferee thereof to exchange such Transfer
     Restricted Security for a certificated Security that does not bear the
     legend set forth above and rescind any restriction on the transfer of such
     Transfer Restricted Security, if the transferor thereof certifies in
     writing to the Registrar that such



                                                                              97

     sale or transfer was made in reliance on Rule 144 (such certification to be
     in the form set forth on the reverse of the Security).

          (iii) After a transfer of any Initial Securities or Private Exchange
     Securities pursuant to and during the period of the effectiveness of a
     Shelf Registration Statement with respect to such Initial Securities or
     Private Exchange Securities, as the case may be, all requirements
     pertaining to legends on such Initial Security or such Private Exchange
     Security will cease to apply, the requirements requiring any such Initial
     Security or such Private Exchange Security issued to certain Holders be
     issued in global form will cease to apply, and a certificated Initial
     Security or Private Exchange Security or an Initial Security or Private
     Exchange Security in global form, in each case without restrictive transfer
     legends, will be available to the transferee of the Holder of such Initial
     Securities or Private Exchange Securities upon exchange of such
     transferring Holder's certificated Initial Security or Private Exchange
     Security or directions to transfer such Holder's interest in the Global
     Security, as applicable.

          (iv) Upon the consummation of a Registered Exchange Offer with respect
     to the Initial Securities, all requirements pertaining to such Initial
     Securities that Initial Securities issued to certain Holders be issued in
     global form will still apply with respect to Holders of such Initial
     Securities that do not exchange their Initial Securities, and Exchange
     Securities in certificated or global form will be available to Holders that
     exchange such Initial Securities in such Registered Exchange Offer.

          (v) Upon the consummation of a Private Exchange with respect to the
     Initial Securities, all requirements pertaining to such Initial Securities
     that Initial Securities issued to certain Holders be issued in global form
     will still apply with respect to Holders of such Initial Securities that do
     not exchange their Initial Securities, and Private Exchange Securities in
     global form with the global securities legend and the Restricted Securities
     Legend set forth in Exhibit 1 hereto will be available to Holders that
     exchange such Initial Securities in such Private Exchange.

          (c) Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for
certificated Securities,



                                                                              98

redeemed, purchased or canceled, such Global Security shall be returned to the
Depository for cancelation or retained and canceled by the Trustee. At any time
prior to such cancelation, if any beneficial interest in a Global Security is
exchanged for certificated Securities, redeemed, purchased or canceled, the
principal amount of Securities represented by such Global Security shall be
reduced and an adjustment shall be made on the books and records of the Trustee
(if it is then the Securities Custodian for such Global Security) with respect
to such Global Security, by the Trustee or the Securities Custodian, to reflect
such reduction.

          (d) Obligations with Respect to Transfers and Exchanges of Securities.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate certificated Securities
     and Global Securities at the Registrar's or co-registrar's request.

          (ii) No service charge shall be made for any registration of transfer
     or exchange, but the Company may require payment of a sum sufficient to
     cover any transfer tax, assessments, or similar governmental charge payable
     in connection therewith (other than any such transfer taxes, assessments or
     similar governmental charge payable upon exchange or transfer pursuant to
     Sections 3.06 and 4.16 of the Indenture).

          (iii) The Registrar or co-registrar shall not be required to register
     the transfer of or exchange of any Security for a period beginning 15
     Business Days before the mailing of a notice of an offer to repurchase or
     redeem Securities or 15 Business Days before an interest payment date.

          (iv) Prior to the due presentation for registration of transfer of any
     Security, the Company, the Trustee, the Paying Agent, the Registrar or any
     co-registrar may deem and treat the person in whose name a Security is
     registered as the absolute owner of such Security for the purpose of
     receiving payment of principal of and interest on such Security and for all
     other purposes whatsoever, whether or not such Security is overdue, and
     none of the Company, the Trustee, the Paying Agent, the Registrar or any
     co-registrar shall be affected by notice to the contrary.

          (v) All Securities issued upon any transfer or exchange pursuant to
     the terms of this Indenture shall



                                                                              99

     evidence the same debt and shall be entitled to the same benefits under
     this Indenture as the Securities surrendered upon such transfer or
     exchange.

          (e) No Obligation of the Trustee.

          (i) The Trustee shall have no responsibility or obligation to any
     beneficial owner of a Global Security, Agent Member or other Person with
     respect to the accuracy of the records of the Depository or its nominee or
     of any Agent Member, with respect to any ownership interest in the
     Securities or with respect to the delivery to any Agent Member, beneficial
     owner or other Person (other than the Depository) of any notice (including
     any notice of redemption) or the payment of any amount, under or with
     respect to such Securities. All notices and communications to be given to
     the Holders and all payments to be made to Holders under the Securities
     shall be given or made only to or upon the order of the registered Holders
     (which shall be the Depository or its nominee in the case of a Global
     Security). The rights of beneficial owners in any Global Security shall be
     exercised only through the Depository subject to the applicable rules and
     procedures of the Depository. The Trustee may rely and shall be fully
     protected in relying upon information furnished by the Depository with
     respect to its Agent Member and any beneficial owners.

          (ii) The Trustee shall have no obligation or duty to monitor,
     determine or inquire as to compliance with any restrictions on transfer
     imposed under this Indenture or under applicable law with respect to any
     transfer of any interest in any Security (including any transfers between
     or among Agent Members or beneficial owners in any Global Security) other
     than to require delivery of such certificates and other documentation or
     evidence as are expressly required by, and to do so if and when expressly
     required by, the terms of this Indenture, and to examine the same to
     determine substantial compliance as to form with the express requirements
     hereof.

     2.4 Certificated Securities.

               (a) A Restricted Global Security deposited with the Depository or
     with the Trustee as Securities Custodian pursuant to Section 2.1 shall be
     transferred to the beneficial owners thereof in the form of certificated
     Securities in an aggregate principal amount



                                                                             100

     equal to the principal amount of such Global Security, in exchange for such
     Global Security, only if such transfer complies with Section 2.3 and (i)
     the Depository notifies the Company that it is unwilling or unable to
     continue as Depository for such Restricted Global Security or if at any
     time such Depository ceases to be a "clearing agency" registered under the
     Exchange Act and a successor depositary is not appointed by the Company
     within 90 days of such notice or (ii) an event of default has occurred and
     is continuing or (iii) the Company, in its sole discretion, notifies the
     Trustee in writing that it elects to cause the issuance of certificated
     Securities under this Indenture.

          (b) Any Restricted Global Security that is transferable to the
beneficial owners thereof pursuant to this Section shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the
Borough of Manhattan, The City of New York, to be so transferred, in whole or
from time to time in part, without charge, and the Trustee shall authenticate
and deliver, upon such transfer of each portion of such Restricted Global
Security, an equal aggregate principal amount of certificated Initial Securities
of authorized denominations. Any portion of a Restricted Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 principal amount and any integral
multiple thereof and registered in such names as the Depository shall direct.
Any certificated Initial Security or Private Exchange Security delivered in
exchange for an interest in the Restricted Global Security shall, except as
otherwise provided by Section 2.3(b), bear the restricted securities legend set
forth in Exhibit 1 hereto.

          (c) Subject to the provisions of Section 2.4(b), the registered Holder
of a Global Security shall be entitled to grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

          (d) In the event of the occurrence of any of the events specified in
Section 2.4(a), the Company shall promptly make available to the Trustee a
reasonable supply of certificated Securities in definitive, fully registered
form without interest coupons.



                                                                             101

                                                                       EXHIBIT 1
                                                                              to
                                                 RULE 144A/REGULATION S APPENDIX

                           [FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [Restricted Securities Legend]

          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY TO
(I) THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN



                                                                             102

ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.



                                                                             103

No.                                                                  CUSIP NO.
$                                                                     ISIN NO.

                           7.50% Senior Notes due 2013

          Chesapeake Energy Corporation, an Oklahoma corporation, promises to
pay to CEDE & CO., or registered assigns, the principal sum of
                                                              ------------------
                                                                      Dollars on
- ---------------------------------------------------------------------
September 15, 2013.

          Interest Payment Dates: March 15 and September 15 (commencing
September 15, 2003/1/)

          Record Dates: March 1 and September 1

          Additional provisions of this Security are set forth on the other side
of this Security.

Dated:

                                        CHESAPEAKE ENERGY CORPORATION


                                        by
                                           -------------------------------------
                                            Name:
                                            Title:


                                        by
                                           -------------------------------------
                                            Name:
                                            Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION


THE BANK OF NEW YORK,
     as Trustee, certifies that
     this is one of the Securities
     referred to in the Indenture.


by
   ------------------------------------

- ---------------------------------------

     /1/ Or such later date as is appropriate in the case of Additional
Securities.



                                                                             104

     Authorized Signatory



                                                                             105

                       [REVERSE SIDE OF INITIAL SECURITY]

                           7.50% Senior Note due 2013

1.   Interest

          Chesapeake Energy Corporation, an Oklahoma corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.50% per annum (increasing by an additional 0.50% per annum after each
consecutive 90-day period that occurs after the date on which such Registration
Default occurs up to a maximum additional interest rate of 2.00%) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured. The
Company will pay interest semiannually on March 15 and September 15 of each
year, commencing September 15, 2003. Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from March 5, 2003. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

2.   Method of Payment

          The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the March 1 or September 1 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all payments in respect of a
certificated Security (including principal, premium and interest) by mailing a
check to the registered address of each Holder thereof; provided, however,



                                                                             106

that payments on a certificated Security will be made by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 30
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

3.   Paying Agent and Registrar

          Initially, The Bank of New York, a New York corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4.   Indenture

          The Company issued the Securities under an Indenture dated as of March
5, 2003 ("Indenture"), among the Company, the Subsidiary Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Holders are referred to the Indenture and the Act for a statement of those
terms.

          The Company shall be entitled, subject to its compliance with Section
4.09(a) of the Indenture, to issue Additional Securities pursuant to Section
2.13 of the Indenture. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes
under the Indenture.

5.   Optional Redemption

          The Securities may be redeemed at the option of the Company, in whole
or from time to time in part, at any time on or after September 15, 2008, at the
redemption prices set forth below (expressed as a percentage of the principal
amount of the Securities to be redeemed), together with accrued and unpaid
interest on the Securities so redeemed to the



                                                                             107

redemption date, if redeemed during the 12-month period commencing on September
15 of the years indicated below:

                                                                      Redemption
Year                                                                     Price
- ----                                                                  ----------

2008 ..............................................................    103.750%
2009 ..............................................................    102.500%
2010 ..............................................................    101.250%
2011 and thereafter ...............................................    100.000%

          Any redemption pursuant to this paragraph 5 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 of
the Indenture.

6.   Equity Offering Redemption

          In the event the Company consummates one or more Equity Offerings on
or prior to September 15, 2006, the Company may redeem, in its sole discretion,
up to 35% of the aggregate principal amount of the Securities (which includes
Additional Securities, if any) with all or a portion of the aggregate net
proceeds received by the Company from any such Equity Offering or Equity
Offerings at a redemption price of 107.500% of the aggregate principal amount of
the Securities so redeemed, plus accrued and unpaid interest on the Securities
so redeemed to the redemption date; provided, however, that (i) the date of any
such redemption occurs within the 90-day period after the Equity Offering in
respect of which such redemption is made and (ii) following each such
redemption, at least 65% of the aggregate principal amount of the Securities
(which includes Additional Securities, if any) remains outstanding. Any
redemption pursuant to this paragraph 6 shall be made, to the extent applicable,
pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

7.   Make-Whole Price Redemption

          At any time prior to September 15, 2008, the Company may, at its
option, redeem all or any portion of the Securities at the "Make-Whole Price"
(as defined in the Indenture) plus accrued and unpaid interest on the Securities
so redeemed to the date of redemption. Any redemption pursuant to this paragraph
7 shall be made, to the extent applicable, pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture.

8.   Notice of Redemption



                                                                             108

          Notice of redemption will be mailed to the Holder's registered address
at least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed. If less than all Securities are to be
redeemed, the Trustee shall select pro rata, by lot or, if the Securities are
listed on any securities exchange, by any other method that the Trustee
considers fair and appropriate and that complies with the requirements of such
exchange, the Securities to be redeemed in multiples of $1,000; provided,
however, that no Securities with a principal amount of $1,000 or less will be
redeemed in part. Securities in denominations larger than $1,000 may be redeemed
in part. On and after the redemption date, interest ceases to accrue on
Securities or portions of them called for redemption (unless the Company shall
default in the payment of the redemption price or accrued interest).

9.   Change of Control Offer

          In the event of a Change of Control of the Company, the Company shall
be required to make an offer to purchase all or any portion of each Holder's
Securities, at 101% of the principal amount thereof, plus accrued and unpaid
interest to the date of purchase.

10.  Net Proceeds Offer

          In the event of certain Asset Sales (and Sale/Leaseback Transactions),
the Company may be required to make a Net Proceeds Offer to purchase all or any
portion of each Holder's Securities, at 100% of the principal amount thereof,
plus accrued and unpaid interest to the Net Proceeds Payment Date.

11.  Restrictive Covenants

          The Indenture imposes certain limitations on, among other things, the
ability of the Company to merge or consolidate with any other Person or sell,
lease or otherwise transfer all or substantially all of its properties or
assets, the ability of the Company or the Restricted Subsidiaries to dispose of
assets, to pay dividends and make certain other distributions and payments, to
make certain investments or redeem, retire, repurchase or acquire for value
shares of Capital Stock, to incur additional Indebtedness or incur encumbrances
against certain property and to enter into certain transactions with Affiliates,
all subject to certain limitations described in the Indenture.

12.  Ranking and Guarantees



                                                                             109

          The Securities are general senior unsecured obligations of the
Company. The Company's obligation to pay principal, premium, if any, and
interest with respect to the Securities is unconditionally guaranteed on a
senior basis, jointly and severally, by the Subsidiary Guarantors pursuant to
Article Ten of the Indenture. Certain limitations to the obligations of the
Subsidiary Guarantors are set forth in further detail in the Indenture.

13.  Denominations; Transfer; Exchange

          The Securities are in registered form without coupons in denominations
of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange of
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 Business Days before the mailing of a notice of an
offer to repurchase or redeem Securities or 15 Business Days before an interest
payment date.

14.  Persons Deemed Owners

          The registered Holder of this Security may be treated as the owner of
it for all purposes.

15.  Unclaimed Money

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

16.  Discharge and Defeasance

          Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Securities for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

17.  Amendment, Supplement, Waiver



                                                                             110

          Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
of the outstanding principal amount of the Securities, and any past default or
noncompliance with any provision may be waived with the consent of the Holders
of a majority in principal amount of the Securities. Without the consent of any
Holder, the Company may amend or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency or to make any
change that does not adversely affect the rights of any Holder in any material
respect.

19.  Successor Corporation

          When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor corporation
will be released from those obligations.

20.  Defaults and Remedies

          An Event of Default generally is: default by the Company or any
Subsidiary Guarantor for 30 days in payment of interest on the Securities;
default by the Company or any Subsidiary Guarantor in payment of principal of,
or premium, if any, on the Securities; default by the Company or any Subsidiary
Guarantor in the deposit of any optional redemption or repurchase payment when
due and payable; defaults resulting in acceleration prior to maturity of certain
other Indebtedness or resulting from payment defaults under certain other
Indebtedness; failure by the Company or any Subsidiary Guarantor for 45 days
after notice to comply with any of its other agreements in the Indenture;
certain final judgments against the Company or Subsidiaries; a failure of any
Guarantee of a Subsidiary Guarantor to be in full force and effect or denial by
any Subsidiary Guarantor of its obligations with respect thereto; and certain
events of bankruptcy or insolvency. Subject to certain limitations in the
Indenture, if an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Securities
may declare all the Securities to be due and payable immediately, except that in
the case of an Event of Default arising from certain events of bankruptcy,
insolvency or reorganization, all outstanding Securities shall become due and
payable immediately without further action or notice. Holders may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations, Holders of a majority in



                                                                             111

principal amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Company must furnish an annual compliance certificate to the
Trustee.

21.  Trustee Dealings with Company and Subsidiary Guarantors

          The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company, the Subsidiary Guarantors or their respective Subsidiaries or
Affiliates with the same rights it would have if it were not Trustee.

22.  No Recourse Against Others

          A director, officer, employee or stockholder, as such, of the Company,
any Subsidiary Guarantor or the Trustee shall not have any liability for any
obligations of the Company, any Subsidiary Guarantor or the Trustee under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Security.

23.  Authentication

          This Security shall not be valid until the Trustee or an
authenticating agent signs the certificate of authentication on the other side
of this Security.

24.  Abbreviations

          Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).

25.  CUSIP Numbers

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

26.  Holders' Compliance with Registration Rights Agreement



                                                                             112

          Each Holder of this Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

27.  Governing Law

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT TO THE EXTENT THAT THE
LAWS OF THE STATE OF NEW YORK WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION REGARDING THE VALIDITY OF THE SECURITIES.



                                                                             113

          The Company will furnish to any Holder upon written request and
without charge to the Security holder a copy of the Indenture and a copy of the
Registration Rights Agreement. Requests may be made to:

          Chesapeake Energy Corporation
          611 North Western Avenue
          Oklahoma City, OK 73118

          Attention: Chief Financial Officer



                                                                             114

- --------------------------------------------------------------------------------

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

- --------------------------------------------------------------------------------

              (Print or type assignee's name, address and zip code)

- --------------------------------------------------------------------------------

               (Insert assignee's social security or tax I.D. No.)

and irrevocably appoint                                    agent to transfer
                        ----------------------------------
this Security on the books of the Company. The agent may substitute another to
act for him.

- --------------------------------------------------------------------------------

Date:                           Your Signature:
      -------------------------                 --------------------------------

- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)  [ ]    to the Company; or

     (2)  [ ]    pursuant to an effective registration statement under the
                 Securities Act of 1933; or

     (3)  [ ]    inside the United States to a "qualified institutional buyer"
                 (as defined in Rule 144A under the Securities Act of 1933) that
                 purchases for its own account or for the



                                                                             115

                 account of a qualified institutional buyer to whom notice is
                 given that such transfer is being made in reliance on Rule
                 144A, in each case pursuant to and in compliance with Rule 144A
                 under the Securities Act of 1933; or

     (4)  [ ]    outside the United States in an offshore transaction within the
                 meaning of Regulation S under the Securities Act in compliance
                 with Rule 904 under the Securities Act of 1933; or

     (5)  [ ]    pursuant to the exemption from registration provided by Rule
                 144 under the Securities Act of 1933.

     Unless one of the boxes is checked, the Trustee will refuse to register any
     of the Securities evidenced by this certificate in the name of any person
     other than the registered holder thereof; provided, however, that if box
     (4) or (5) is checked, the Trustee shall be entitled to require, prior to
     registering any such transfer of the Securities, such legal opinions,
     certifications and other information as the Company has reasonably
     requested to confirm that such transfer is being made pursuant to an
     exemption from, or in a transaction not subject to, the registration
     requirements of the Securities Act of 1933, such as the exemption provided
     by Rule 144 under such Act.


                                            ------------------------------------
                                            Signature


Signature Guarantee:


- --------------------------------------      ------------------------------------
Signature must be guaranteed                Signature

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

- --------------------------------------------------------------------------------



                                                                             116

     TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


Dated:
      ----------------------                ------------------------------------
                                            NOTICE: To be executed by
                                                    an executive officer



                                                                             117

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The following increases or decreases in this Global Security have been
made:



                                                            Principal amount of       Signature of
           Amount of decrease in   Amount of increase in   this Global Security    authorized officer
Date of     Principal amount of     Principal amount of       following such          of Trustee or
Exchange   this Global Security    this Global Security    decrease or increase)   Securities Custodian
- --------   ---------------------   ---------------------   ---------------------   --------------------
                                                                       




                                                                             118

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to Section 4.11 or 4.16 of the Indenture, check the box:

                                     [___]

     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.11 or 4.16 of the Indenture, state the amount in
principal amount: $


Date:                        Your Signature:
     ------------                           ------------------------------------
                                            (Sign exactly as your name appears
                                            on the other side of this Security.)


Signature Guarantee:
                     -----------------------------------------------------------
               (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



                                                                             119

                                                                     EXHIBIT A-1

                           [FACE OF EXCHANGE SECURITY
                          OR PRIVATE EXCHANGE SECURITY]

*/**/

- ----------
*/If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY".

**/If the Security is a Private Exchange Security issued in a Private Exchange
to an Initial Purchaser holding an unsold portion of its initial allotment, add
the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the
Assignment Form included in this Exhibit A with the Assignment Form included in
such Exhibit 1.



                                                                             120

No.                                                                    CUSIP NO.
$                                                                       ISIN NO.

                           7.50% Senior Notes due 2013

          Chesapeake Energy Corporation, an Oklahoma corporation, promises to
pay to CEDE & CO., or registered assigns, the principal sum of
                                                               -----------------
                                                                      Dollars on
- ---------------------------------------------------------------------
September 15, 2013.

          Interest Payment Dates: March 15 and September 15
(commencing ______________________)

          Record Dates: March 1 and September 1

          Additional provisions of this Security are set forth on the other side
of this Security.

Dated:

                                        CHESAPEAKE ENERGY CORPORATION


                                        by
                                           -------------------------------------
                                           Name:
                                           Title:


                                        by
                                           -------------------------------------
                                           Name:
                                           Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK,
   as Trustee, certifies that
   this is one of the Securities
   referred to in the Indenture.


by
    -------------------------------
    Authorized Signatory



                                                                             121

                   [FORM OF REVERSE SIDE OF EXCHANGE SECURITY
                         OR PRIVATE EXCHANGE SECURITY]

                           7.50% Senior Note due 2013

1.   Interest

          Chesapeake Energy Corporation, an Oklahoma corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.50% per annum (increasing by an additional 0.50% per annum after each
consecutive 90-day period that occurs after the date on which such Registration
Default occurs up to a maximum additional interest rate of 2.00%) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured.** The
Company will pay interest semiannually on 15 and September 15 of each year,
commencing September 15, 2003. Interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from March 5, 2003. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

2.   Method of Payment

          The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the March 1 or September 1 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all

- ----------
    *     *Insert if at the date of issuance of the Exchange Security or Private
Exchange Security (as the case may be) any Registration Default has occurred
with respect to the related Initial Securities during the interest period in
which such date of issuance occurs.



                                                                             122

payments in respect of a certificated Security (including principal, premium and
interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a certificated Security will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).

3.   Paying Agent and Registrar

          Initially, The Bank of New York, a New York corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4.   Indenture

          The Company issued the Securities under an Indenture dated as of March
5, 2003 ("Indenture"), among the Company, the Subsidiary Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. (S)(S) 7aaa-77bbbb) as in effect on the date of the Indenture (the
"Act"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Holders are referred to the Indenture and the Act for a statement of those
terms.

          The Company shall be entitled, subject to its compliance with Section
4.09(a) of the Indenture, to issue Additional Securities pursuant to Section
2.13 of the Indenture. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes
under the Indenture.

5.   Optional Redemption

          The Securities may be redeemed at the option of the Company, in whole
or from time to time in part, at any time on or after September 15, 2008, at the
redemption prices set forth below (expressed as a percentage of the principal
amount of the Securities to be redeemed), together with accrued and unpaid
interest on the Securities so redeemed to the redemption date, if redeemed
during the 12-month period commencing on September 15 of the years indicated
below:



                                                                             123

                                                                      Redemption
Year                                                                     Price
- ----                                                                  ----------

2008 ..............................................................    103.750%
2009 ..............................................................    102.500%
2010 ..............................................................    101.250%
2011 and thereafter ...............................................    100.000%

          Any redemption pursuant to this paragraph 5 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 of
the Indenture.

6.   Equity Offering Redemption

          In the event the Company consummates one or more Equity Offerings on
or prior to September 15, 2006, the Company may redeem, in its sole discretion,
up to 35% of the aggregate principal amount of the Securities (which includes
Additional Securities, if any) with all or a portion of the aggregate net
proceeds received by the Company from any such Equity Offering or Equity
Offerings at a redemption price of 107.500% of the aggregate principal amount of
the Securities so redeemed, plus accrued and unpaid interest on the Securities
so redeemed to the redemption date; provided, however, that (i) the date of any
such redemption occurs within the 90-day period after the Equity Offering in
respect of which such redemption is made and (ii) following each such
redemption, at least 65% of the aggregate principal amount of the Securities
(which includes Additional Securities, if any) remains outstanding. Any
redemption pursuant to this paragraph 6 shall be made, to the extent applicable,
pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

7.   Make-Whole Price Redemption

          At any time prior to September 15, 2008, the Company may, at its
option, redeem all or any portion of the Securities at the "Make-Whole Price"
(as defined in the Indenture) plus accrued and unpaid interest on the Securities
so redeemed to the date of redemption. Any redemption pursuant to this paragraph
7 shall be made, to the extent applicable, pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture.

8.   Notice of Redemption

          Notice of redemption will be mailed to the Holder's registered address
at least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed. If less than all Securities are to be
redeemed, the Trustee shall select pro rata, by lot or, if the Securities are



                                                                             124

listed on any securities exchange, by any other method that the Trustee
considers fair and appropriate and that complies with the requirements of such
exchange, the Securities to be redeemed in multiples of $1,000; provided,
however, that no Securities with a principal amount of $1,000 or less will be
redeemed in part. Securities in denominations larger than $1,000 may be redeemed
in part. On and after the redemption date, interest ceases to accrue on
Securities or portions of them called for redemption (unless the Company shall
default in the payment of the redemption price or accrued interest).

9.   Change of Control Offer

          In the event of a Change of Control of the Company, the Company shall
be required to make an offer to purchase all or any portion of each Holder's
Securities, at 101% of the principal amount thereof, plus accrued and unpaid
interest to the date of purchase.

10.  Net Proceeds Offer

          In the event of certain Asset Sales (and Sale/Leaseback Transactions),
the Company may be required to make a Net Proceeds Offer to purchase all or any
portion of each Holder's Securities, at 100% of the principal amount thereof,
plus accrued and unpaid interest to the Net Proceeds Payment Date.

11.  Restrictive Covenants

          The Indenture imposes certain limitations on, among other things, the
ability of the Company to merge or consolidate with any other Person or sell,
lease or otherwise transfer all or substantially all of its properties or
assets, the ability of the Company or the Restricted Subsidiaries to dispose of
assets, to pay dividends and make certain other distributions and payments, to
make certain investments or redeem, retire, repurchase or acquire for value
shares of Capital Stock, to incur additional Indebtedness or incur encumbrances
against certain property and to enter into certain transactions with Affiliates,
all subject to certain limitations described in the Indenture.

12.  Ranking and Guarantees

          The Securities are general senior unsecured obligations of the
Company. The Company's obligation to pay principal, premium, if any, and
interest with respect to the Securities is unconditionally guaranteed on a
senior basis, jointly and severally, by the Subsidiary Guarantors pursuant to
Article Ten of the Indenture. Certain limitations to the obligations of the
Subsidiary Guarantors are set forth in further detail in the Indenture.



                                                                             125

13.  Denominations; Transfer; Exchange

          The Securities are in registered form without coupons in denominations
of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange of
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 Business Days before the mailing of a notice of an
offer to repurchase or redeem Securities or 15 Business Days before an interest
payment date.

14.  Persons Deemed Owners

          The registered Holder of this Security may be treated as the owner of
it for all purposes.

15.  Unclaimed Money

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

16.  Discharge and Defeasance

          Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Securities for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

17.  Amendment, Supplement, Waiver

          Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
of the outstanding principal amount of the Securities, and any past default or
noncompliance with any provision may be waived with the consent of the Holders
of a majority in principal amount of the Securities. Without the consent of any
Holder, the Company may amend or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency or to make any
change that does



                                                                             126

not adversely affect the rights of any Holder in any material respect.

19.  Successor Corporation

          When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor corporation
will be released from those obligations.

20.  Defaults and Remedies

          An Event of Default generally is: default by the Company or any
Subsidiary Guarantor for 30 days in payment of interest on the Securities;
default by the Company or any Subsidiary Guarantor in payment of principal of,
or premium, if any, on the Securities; default by the Company or any Subsidiary
Guarantor in the deposit of any optional redemption or repurchase payment when
due and payable; defaults resulting in acceleration prior to maturity of certain
other Indebtedness or resulting from payment defaults under certain other
Indebtedness; failure by the Company or any Subsidiary Guarantor for 45 days
after notice to comply with any of its other agreements in the Indenture;
certain final judgments against the Company or Subsidiaries; a failure of any
Guarantee of a Subsidiary Guarantor to be in full force and effect or denial by
any Subsidiary Guarantor of its obligations with respect thereto; and certain
events of bankruptcy or insolvency. Subject to certain limitations in the
Indenture, if an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Securities
may declare all the Securities to be due and payable immediately, except that in
the case of an Event of Default arising from certain events of bankruptcy,
insolvency or reorganization, all outstanding Securities shall become due and
payable immediately without further action or notice. Holders may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust or
power. The Company must furnish an annual compliance certificate to the Trustee.

21.  Trustee Dealings with Company and Subsidiary Guarantors

          The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company, the Subsidiary Guarantors or their respective Subsidiaries or
Affiliates with the same rights it would have if it were not Trustee.

22.  No Recourse Against Others



                                                                             127

          A director, officer, employee or stockholder, as such, of the Company,
any Subsidiary Guarantor or the Trustee shall not have any liability for any
obligations of the Company, any Subsidiary Guarantor or the Trustee under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Security.

23.  Authentication

          This Security shall not be valid until the Trustee or an
authenticating agent signs the certificate of authentication on the other side
of this Security.

24.  Abbreviations

          Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).

25.  CUSIP Numbers

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.



                                                                             128

26.  Holders' Compliance with Registration Rights Agreement

          Each Holder of this Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

27.  Governing Law

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT TO THE EXTENT THAT THE
LAWS OF THE STATE OF NEW YORK WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION REGARDING THE VALIDITY OF THE SECURITIES.



                                                                             129

          The Company will furnish to any Holder upon written request and
without charge to the Security holder a copy of the Indenture and a copy of the
Registration Rights Agreement. Requests may be made to:

          Chesapeake Energy Corporation
          611 North Western Avenue
          Oklahoma City, OK 73118

          Attention: Chief Financial Officer



                                                                             130

- --------------------------------------------------------------------------------

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

- --------------------------------------------------------------------------------

             (Print or type assignee's name, address and zip code)

- --------------------------------------------------------------------------------

              (Insert assignee's social security or tax I.D. No.)

and irrevocably appoint                                  agent to transfer this
                       ----------------------------------
Security on the books of the Company. The agent may substitute another to act
for him.

- --------------------------------------------------------------------------------


Date:                   Your Signature:
      -----------------                 ----------------------------------------


- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.



                                                                             131

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The following increases or decreases in this Global Security have been
made:



                                                            Principal amount of        Signature of
           Amount of decrease in   Amount of increase in   this Global Security     authorized officer
Date of     Principal amount of     Principal amount of       following such          of Trustee or
Exchange   this Global Security    this Global Security    decrease or increase)   Securities Custodian
- --------   ---------------------   ---------------------   ---------------------   --------------------
                                                                       




                                                                             132

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.11 or 4.16 of the Indenture, check the box:

                                     [___]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.11 or 4.16 of the Indenture, state the amount
in principal amount: $


Date:                         Your Signature:
     -----------------------                 -----------------------------------
                                            (Sign exactly as your name appears
                                            on the other side of this Security.)


Signature Guarantee:
                     -----------------------------------------------------------
                     (Signature must be guaranteed)

          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

EX-4.9.1

                                                                   Exhibit 4.9.1

                                 FIFTH AMENDMENT
                                       TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                                       AND
                                     CONSENT

     THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND
CONSENT (herein called this "Amendment") is dated as of March 3, 2003 (but
effective on the Effective Date, defined below in Section 3.1) by and among
Chesapeake Exploration Limited Partnership, an Oklahoma limited partnership
("Borrower"), Chesapeake Energy Corporation, an Oklahoma corporation
("Company"), Bear Stearns Corporate Lending Inc., as syndication agent
("Syndication Agent"), Union Bank of California, N.A., as administrative agent
and collateral agent ("Administrative Agent"), and the several banks and other
financial institutions or entities parties hereto ("Lenders").

                              W I T N E S S E T H:

     WHEREAS, Borrower, Company, Syndication Agent, Administrative Agent and
Lenders entered into that certain Second Amended and Restated Credit Agreement
dated as of June 11, 2001 (as amended, supplemented, or restated to the date
hereof, the "Original Agreement"), for the purpose and consideration therein
expressed, whereby Lenders became obligated to make loans to Borrower as therein
provided;

     WHEREAS, Company intends to acquire certain oil and gas assets for cash for
a purchase price of $500,000,000 (subject to customary adjustments),
substantially in accordance with the Purchase and Sale Agreement by and between
El Paso Production Company and Noric, L.P., as sellers, and Chesapeake EP
Corporation, as buyer, dated as of February 21, 2003 (the "El Paso
Acquisition");

     WHEREAS, Company intends to issue new senior notes in the aggregate face
amount of up to $350,000,000, providing (a) for an interest rate at the then
prevailing market rate of interest, (b) for a maturity date of not sooner than
seven years from the date of issuance, and (c) for covenants, mandatory
prepayments, defaults, and events of default no more restrictive than those
governing Company's 7-3/4% Senior Notes due 2015 (the "New Notes");

     WHEREAS, prior to or contemporaneously with the issuance of the New Notes,
Company intends to issue new Cumulative Convertible Perpetual Preferred Stock of
the Company in the aggregate face amount of not more than $250,000,000 with a
dividend rate of not more than 7.5% per annum (the "New Preferred Stock") and/or
additional common stock of the Company (the "New Common Stock");

     WHEREAS, Borrower and Company have requested that Administrative Agent and
Lenders consent to the foregoing proposed transactions; and



     WHEREAS, Borrower, Company, Syndication Agent, Administrative Agent and
Lenders desire to amend the Original Agreement as set forth;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and in the Original Agreement, in consideration
of the loans which may hereafter be made by Lenders to Borrower, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:

                                   ARTICLE I.

                           Definitions and References

     Section 1.1.   Terms Defined in the Original Agreement. Unless the context
otherwise requires or unless otherwise expressly defined herein, the terms
defined in the Original Agreement shall have the same meanings whenever used in
this Amendment.

     Section 1.2.   Other Defined Terms. Unless the context otherwise requires,
the following terms when used in this Amendment shall have the meanings assigned
to them in this Section 1.2.

             "Amendment" means this Fifth Amendment to Second Amended and
     Restated Credit Agreement and Consent.

             "Credit Agreement" means the Original Agreement as amended hereby.

             "Effective Date" has the meaning given to such term in Section 3.1.

                                   ARTICLE II.

                             Amendments and Consents

     Section 2.1.   Defined Terms. The definition of "Indentures" in Section 1.1
of the Original Agreement is hereby amended in its entirety to read as follows:

             " 'Indentures': the collective reference to (i) the 7-7/8% Note
     Indenture, (ii) the 8-1/2% Note Indenture, (iii) the 8-1/8% Note Indenture,
     (iv) the 8-3/8% Note Indenture, and (v) the other Indentures entered into
     from time to time as permitted pursuant to the terms of this Agreement or
     any consent by Majority Lenders hereunder governing Indebtedness of the
     Company and the guarantors thereof."

     Section 2.2.   Restricted Payments. Upon the issuance of not less than
15,000,000 shares of New Common Stock, Paragraph (c) of Section 7.6 of the
Original Agreement is hereby amended to replace the reference to "$25,000,000"
with "$35,000,000."

                                       2



     Section 2.3.   New Notes. Administrative Agent and Lenders hereby (a)
consent to the issuance of the New Notes, (b) waive any violations of Section
7.2 of the Credit Agreement resulting therefrom, and (c) agree that such New
Notes shall be permitted in addition to the Indebtedness otherwise permitted
pursuant to Section 7.2 of the Credit Agreement; provided that (i) at the time
of the issuance of the New Notes, no Default or Event of Default has occurred
that is continuing, the issuance of the New Notes shall be approved by the Board
of Directors of Company, and the face amount of the New Notes divided by the sum
of (x) the face amount of the New Notes plus (y) the aggregate sales price of
the New Preferred Stock and/or New Common Stock shall not exceed 65%; (ii) the
issuance of the New Notes shall be consummated on or before April 30, 2003;
(iii) the net proceeds of the New Notes shall be used to consummate the El Paso
Acquisition with any remaining funds (or all of such funds should the El Paso
Acquisition fail to close) used to repay outstanding Indebtedness of any Group
Member under the Loan Documents or to pay the purchase price of oil and gas
properties acquired by a Group Member under the Loan Documents or to pay
development costs with respect to oil and gas properties owned by a Group
Member; and (iv) except as otherwise provided herein, nothing in this Amendment
shall allow any Group Member to incur any other new Indebtedness not allowed
pursuant to Section 7.2 of the Credit Agreement.

     Section 2.4.   Acquisition. Administrative Agent and Lenders hereby (a)
consent to the El Paso Acquisition and (b) waive any violations of Section 7.7
of the Credit Agreement resulting therefrom; provided that (i) at the time of
the El Paso Acquisition, no Default or Event of Default has occurred that is
continuing, the El Paso Acquisition shall be approved by the Board of Directors
of Company, and the Company has received proceeds of the New Notes, New
Preferred Stock and/or New Common Stock of at least $350,0000,000, (ii) each
newly formed subsidiary of the Company (the "New Subsidiaries") shall become a
Subsidiary Guarantor under the Credit Agreement pursuant to Section 6.9(b)
thereof or shall be merged into a Subsidiary Guarantor (with such Subsidiary
Guarantor being the continuing or surviving entity), (iii) the initial closing
of the El Paso Acquisition shall be consummated on or before April 30, 2003,
(iv) immediately following the consummation of the El Paso Acquisition, Company
and Borrower shall deliver to Administrative Agent a certificate signed by a
Responsible Officer certifying that after giving effect to the El Paso
Acquisition and the inclusion of the New Subsidiaries as a Subsidiary Guarantor
(x) no Default or Event of Default exists that is continuing and (y) all
representations and warranties contained in Section 4 of the Credit Agreement
are true and correct, and (v) except as otherwise provided herein, nothing in
this Amendment shall allow any Group Member to make any other new Investments
not allowed pursuant to Section 7.7 of the Credit Agreement. The limitations set
forth in this Section shall not be deemed to restrict Investments otherwise
allowed under clause (n) of Section 7.7 of the Credit Agreement.

     Section 2.5.   Preferred Stock Dividends. Administrative Agent and Lenders
hereby (a) consent to the payment of cash dividends in respect of the New
Preferred Stock in the aggregate face amount not to exceed $250,000,000 (the
"New Preferred Dividends"), (b) waive any violations of the Credit Agreement
resulting therefrom, and (c) agree that such New Preferred Dividends shall be
permitted in addition to the Restricted Payments otherwise permitted pursuant to
Section 7.6 of the Credit Agreement; provided that (i) at the time of the
declaration of such New Preferred Dividends, no Default or Event of Default has
occurred which is continuing, (ii) the payment of the New Preferred Dividends
shall be declared by the Board of Directors of

                                       3



Company, and (iii) nothing in this Amendment shall allow any Person to make any
other new Restricted Payments not allowed pursuant to Section 7.6 of the Credit
Agreement.

                                  ARTICLE III.

                      Conditions of Effectiveness; Closing

     Section 3.1. Effective Date. This Amendment shall become effective on the
date when all of the following conditions precedent have been satisfied (the
"Effective Date"), provided that the Effective Date may occur no later than
April 30, 2003 unless agreed to in writing by Administrative Agent and Borrower.

     (a)   Administrative Agent shall have received, at Administrative Agent's
office, duly executed and delivered and in form and substance satisfactory to
Administrative Agent, all of the following:

           (i)    this Amendment duly executed by Borrower, Company and
     Administrative Agent;

           (ii)   the Consent Agreement attached hereto duly executed by all
     Subsidiary Guarantors;

           (iii)  an "Omnibus Certificate" of the Secretary and of the Chairman
     of the Board or President of the general partner of Borrower, which shall
     contain the names and signatures of the officers of the general partner of
     Borrower authorized to execute Loan Documents and which shall certify to
     the truth, correctness and completeness of the following exhibits attached
     thereto: (1) a copy of resolutions attached thereto duly adopted by the
     Board of Directors of the general partner of Borrower and in full force and
     effect at the time this Amendment is entered into, authorizing the
     execution of this Amendment and the other Loan Documents delivered or to be
     delivered in connection herewith and the consummation of the transactions
     contemplated herein and therein, (2) a copy of the charter documents of
     Borrower and of the general partner of Borrower and all amendments thereto,
     certified by the appropriate official of the Borrower's state and general
     partner's state of organization, and (3) a copy of any bylaws of the
     general partner of Borrower previously delivered to Agent and Lenders in
     connection with the Original Agreement (which may, with respect to any such
     charter documents or bylaws, reference documents previously delivered in
     connection with the Original Agreement);

           (iv)   a "Compliance Certificate" of the Chairman of the Board or
     President and of the chief financial officer of the Company, which shall
     contain (1) a certification by such officers as to the satisfaction of the
     conditions set out in subsections (a), (b), and (c) of Section 5.2 of the
     Original Agreement and (2) the calculations required to determine the
     Senior Debt Limit (along with the supporting documentation described in
     Section 5.2(c) of the Original Agreement);

                                        4



           (v)  documents similar to those specified in subsection (iii) of this
     Section with respect to each Subsidiary Guarantor (which may, with respect
     to charter documents or bylaws, reference documents previously delivered in
     connection with the Original Agreement); and

           (vi) such other supporting documents as Administrative Agent may
     reasonably request.

     (b)   Borrower shall have paid, in connection with such Loan Documents,
all recording, handling, amendment and other fees required to be paid to
Administrative Agent pursuant to any Loan Documents.

     (c)   Borrower shall have paid, in connection with such Loan Documents, all
other fees and reimbursements to be paid to Administrative Agent pursuant to any
Loan Documents, or otherwise due Administrative Agent and including fees and
disbursements of Administrative Agent's attorneys.

                                   ARTICLE IV.

                         Representations and Warranties

     Section 4.1.   Representations and Warranties of Borrower. In order to
induce each Lender to enter into this Amendment, Borrower represents and
warrants to each Lender that:

     (a)   The representations and warranties contained in Section 4 of the
Original Agreement are true and correct at and as of the time of the
effectiveness hereof, except to the extent that the facts on which such
representations and warranties are based have been changed by the extension of
credit under the Credit Agreement.

     (b)   The Company and Borrower are duly authorized to execute and deliver
this Amendment and are and will continue to be duly authorized to borrow monies
and to perform their respective obligations under the Credit Agreement. The
Company and Borrower have duly taken all corporate or partnership action
necessary to authorize the execution and delivery of this Amendment and to
authorize the performance of the obligations of the Company and Borrower
hereunder.

     (c)   The execution and delivery by the Company and Borrower of this
Amendment, the performance by the Company and Borrower of its obligations
hereunder and the consummation of the transactions contemplated hereby do not
and will not conflict with any provision of law, statute, rule or regulation or
of the certificate of incorporation, bylaws, or agreement of limited partnership
of the Company or Borrower (as applicable), or of any material agreement,
judgment, license, order or permit applicable to or binding upon the Company or
Borrower, or result in the creation of any lien, charge or encumbrance upon any
assets or properties of the Company or Borrower. Except for those which have
been obtained, no consent, approval, authorization or order of any court or
governmental authority or third party is required

                                       5



in connection with the execution and delivery by the Company and Borrower of
this Amendment or to consummate the transactions contemplated hereby.

     (d)   When duly executed and delivered, each of this Amendment and the
Credit Agreement will be a legal and binding obligation of the Company and
Borrower, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or similar laws of general application relating to the
enforcement of creditors' rights and by equitable principles of general
application.

     (e)   The audited annual consolidated financial statements of the Company
dated as of December 31, 2001 and the unaudited quarterly consolidated financial
statements of the Company dated as of September 30, 2002 fairly present the
consolidated financial position at such dates and the consolidated statement of
operations and the changes in consolidated financial position for the periods
ending on such dates for the Company. Copies of such financial statements have
heretofore been delivered to each Lender. Since such dates no material adverse
change has occurred in the financial condition or businesses or in the
consolidated financial condition or businesses of the Company.

                                   ARTICLE V.

                                  Miscellaneous

     Section 5.1. Ratification of Agreements. The Original Agreement as hereby
amended is hereby ratified and confirmed in all respects. Any reference to the
Credit Agreement in any Loan Document shall be deemed to be a reference to the
Original Agreement as hereby amended. The execution, delivery and effectiveness
of this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of Lenders under the Credit Agreement, the
Notes, or any other Loan Document nor constitute a waiver of any provision of
the Credit Agreement, the Notes or any other Loan Document.

     Section 5.2. Survival of Agreements. All representations, warranties,
covenants and agreements of Borrower herein shall survive the execution and
delivery of this Amendment and the performance hereof, including without
limitation the making or granting of the Loans, and shall further survive until
all of the Obligations are paid in full. All statements and agreements contained
in any certificate or instrument delivered by the Company, Borrower or any
Subsidiary Guarantor hereunder or under the Credit Agreement to any Lender shall
be deemed to constitute representations and warranties by, and/or agreements and
covenants of, such Loan Party under this Amendment and under the Credit
Agreement.

     Section 5.3. Loan Documents. This Amendment is a Loan Document, and all
provisions in the Credit Agreement pertaining to Loan Documents apply hereto.

     Section 5.4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York and any
applicable laws of the United States of America in all respects, including
construction, validity and performance.

                                       6



     Section 5.5.   Counterparts; Fax. This Amendment may be separately executed
in counterparts and by the different parties hereto in separate counterparts,
each of which when so executed shall be deemed to constitute one and the same
Amendment. This Amendment may be validly executed by facsimile or other
electronic transmission.

     Section 5.6.   Amendment Fee. In consideration of this Amendment, provided
that Lenders constituting Majority Lenders are signatory to this Amendment on or
before 5:00 p.m., Dallas, Texas time on the date hereof, Borrower will pay to
Administrative Agent, for the account of each such signatory Lender, an
amendment fee determined by multiplying .15% times such Lender's Revolving
Commitment, which shall be due and payable on the date hereof.

     THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

         [The remainder of this page has been intentionally left blank.]

                                       7



     IN WITNESS WHEREOF, this Amendment is executed as of the date first above
written.

                                          CHESAPEAKE EXPLORATION LIMITED
                                          PARTNERSHIP

                                          By:  Chesapeake Operating, Inc., its
                                               general partner


                                          By:  /s/ Martha A. Burger
                                               ---------------------------------
                                               Martha A. Burger
                                               Treasurer and Sr. Vice President
                                               Human Resources


                                          CHESAPEAKE ENERGY CORPORATION



                                          By:  /s/ Martha A. Burger
                                               ---------------------------------
                                               Martha A. Burger
                                               Treasurer and Sr. Vice President
                                               Human Resources



                                         UNION BANK OF CALIFORNIA, N.A.
                                         Administrative Agent, Collateral Agent,
                                         Issuing Lender and Lender



                                         By:  /s/ Sean Murphy
                                              ----------------------------------
                                              Name:  Sean Murphy
                                              Title: Vice President

                                         By:  /s/ Carl Stutzman
                                              ----------------------------------
                                              Name:  Carl Stutzman
                                              Title: Senior Vice President and
                                                     Manager



                                           BANK OF OKLAHOMA, N.A.


                                           By:  /s/ John N. Huff
                                                --------------------------------
                                                Name:  John N. Huff
                                                Title: Vice President

                                           BANK OF SCOTLAND


                                           By:  /s/ Joseph Fratus
                                                --------------------------------
                                                Name:  Joseph Fratus
                                                Title: First Vice President

                                           BEAR STEARNS CORPORATE LENDING INC.


                                           By:  /s/ Victor Bulzacchelli
                                                --------------------------------
                                                Name:  Victor Bulzacchelli
                                                Title: Authorized Agent

                                           BNP PARIBAS


                                           By:  /s/ David Dodd
                                                --------------------------------
                                                Name:  David Dodd
                                                Title: Director


                                           By:  /s/ Polly Schott
                                                --------------------------------
                                                Name:  Polly Schott
                                                Title: Vice President

                                           COMERICA BANK - TEXAS


                                           By:  /s/ Peter L. Sefzik
                                                --------------------------------
                                                Name:  Peter L. Sefzik
                                                Title: Assistant Vice President



                                    COMPASS BANK


                                    By:  /s/ Kathleen J. Bowen
                                         ---------------------------------------
                                         Name:  Kathleen J. Bowen
                                         Title: Vice President

                                    CREDIT LYONNAIS NEW YORK BRANCH


                                    By:  /s/ Olivier Audemard
                                         ---------------------------------------
                                         Name:  Olivier Audemard
                                         Title: Senior Vice President

                                    CREDIT SUISSE FIRST BOSTON


                                    By:  /s/ James P. Moran
                                         ---------------------------------------
                                         Name:  James P. Moran
                                         Title: Director

                                    By:  /s/ Ian W. Nalitt
                                         ---------------------------------------
                                         Name:  Ian W. Nalitt
                                         Title: Associate

                                    NATEXIS BANQUES POPULAIRES

                                    By:  /s/ Donovan C. Broussard
                                         ---------------------------------------
                                         Name:  Donovan C. Broussard
                                         Title: Vice President


                                    By:  /s/ Louis P. Laville, III
                                         ---------------------------------------
                                         Name:  Louis P. Laville, III
                                         Title: Vice President and Group Manager

                                    PNC BANK, NATIONAL ASSOCIATION

                                    By:  /s/ Doug Clark
                                         ---------------------------------------
                                         Name:  Doug Clark
                                         Title: Vice President



                                RZB FINANCE LLC


                                By:   /s/ Christoph Hoedl
                                      ------------------------------------------
                                      Name:  Christoph Hoedl
                                      Title: Vice President

                                By:   /s/ Elizabeth Hirst
                                      ------------------------------------------
                                      Name:  Elizabeth Hirst
                                      Title: AVP

                                SUMITOMO MITSUI BANKING
                                CORPORATION


                                By:   /s/ William Ginn
                                      ------------------------------------------
                                      Name:  William Ginn
                                      Title: General Manager

                                TORONTO DOMINION (TEXAS), INC.


                                By:   /s/ Rachel Suiter
                                      ------------------------------------------
                                      Name:  Rachel Suiter
                                      Title: Vice President

                                WASHINGTON MUTUAL BANK, FA


                                By:   /s/ Mark Isensee
                                      ------------------------------------------
                                      Name:  Mark Isensee
                                      Title: Vice President



   Fifth Amendment to Second Amended and Restated Credit Agreement and Consent


                              CONSENT AND AGREEMENT

     By its execution below, each Guarantor hereby (i) consents to the
provisions of this Amendment and the transactions contemplated herein, (ii)
ratifies and confirms the Guarantee Agreement dated as of June 11, 2001 made by
it for the benefit of Administrative Agent and Lenders (as modified by certain
Assumption Agreements) and the other Loan Documents executed pursuant to the
Credit Agreement (or any prior amendment or supplement to the Credit Agreement),
(iii) agrees that all of its respective obligations and covenants thereunder
shall remain unimpaired by the execution and delivery of this Amendment and the
other documents and instruments executed in connection herewith, and (iv) agrees
that the Guarantee Agreement and such other Loan Documents shall remain in full
force and effect.

CHESAPEAKE ENERGY CORPORATION
CHESAPEAKE OPERATING, INC.


By:  /s/ Martha A. Burger
     -------------------------------
     Martha A. Burger
     Treasurer and Sr. Vice President Human Resources
     of each above corporation



THE AMES COMPANY, L.L.C.
     (successor to The Ames Company, Inc.)
CARMEN ACQUISITION, L.L.C.
     (successor to Carmen Acquisition Corp.)
CHESAPEAKE ACQUISITION, L.L.C.
     (successor to Chesapeake Acquisition Corporation)
CHESAPEAKE EP CORPORATION
     (formerly known as Chesapeake Beta Corporation)
CHESAPEAKE DELTA CORP.
CHESAPEAKE ENERGY LOUISIANA CORPORATION
CHESAPEAKE ENO ACQUISITION, L.L.C.
     (successor to Chesapeake Eno Acquisition Corp.)
CHESAPEAKE FOCUS, L.L.C.
     (successor to Chesapeake Focus Corp.)
CHESAPEAKE KNAN ACQUISITION, L.L.C.
     (successor to Chesapeake Knan Acquisition Corporation)
CHESAPEAKE MOUNTAIN FRONT, L.L.C.
     (successor to Chesapeake Mountain Front Corp.)
CHESAPEAKE ORC, L.L.C.
CHESAPEAKE ROYALTY, L.L.C.
     (successor to Chesapeake Royalty Company)
GOTHIC ENERGY, L.L.C.
     (successor to Gothic Energy Corporation)
GOTHIC PRODUCTION, L.L.C.
     (successor to Gothic Production Corporation)
NOMAC DRILLING CORPORATION
SAP ACQUISITION, L.L.C.
     (successor to Sap Acquisition Corp.)

By:  /s/ Martha A. Burger
     ----------------------------------------
     Martha A. Burger
     Treasurer of each above corporation



CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP
CHESAPEAKE-STAGHORN ACQUISITION L.P.
CHESAPEAKE LOUISIANA, L.P.
CHESAPEAKE SIGMA, L.P.

   By:   CHESAPEAKE OPERATING, INC., as General Partner
         of each above limited partnership


   By:   /s/ Martha A. Burger
         ----------------------------------------
         Martha A. Burger
         Treasurer and Sr. Vice President Human Resources

EX-4.18

                                                                    Exhibit 4.18
                                                                  EXECUTION COPY

                                  $300,000,000

                          CHESAPEAKE ENERGY CORPORATION

                           7.5% Senior Notes due 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                                   March 5, 2003

SALOMON SMITH BARNEY INC.
BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON LLC
LEHMAN BROTHERS INC.
MORGAN STANLEY & CO. INCORPORATED
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
TD SECURITIES (USA) INC.
 c/o Salomon Smith Barney Inc.
     388 Greenwich Street
     New York, New York 10013

Dear Sirs:

     Chesapeake Energy Corporation, an Oklahoma corporation (the "Issuer"),
proposes to issue and sell to Salomon Smith Barney Inc., Bear, Stearns & Co.
Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc., Morgan Stanley & Co.
Incorporated, BNP Paribas Securities Corp., Credit Lyonnais Securities (USA)
Inc. and TD Securities (USA) (collectively, the "Initial Purchasers"), upon the
terms set forth in a purchase agreement dated February 28, 2003 (the "Purchase
Agreement"), $300,000,000 aggregate principal amount of its 7.5% Senior Notes
due 2013 (the "Initial Securities") to be initially guaranteed (the
"Guarantees") by The Ames Company, L.L.C., Carmen Acquisition, L.L.C.,
Chesapeake Acquisition, L.L.C., Chesapeake EP Corporation, Chesapeake Delta
Corp., Chesapeake Energy Louisiana Corporation, Chesapeake ENO Acquisition,
L.L.C., Chesapeake Focus, L.L.C., Chesapeake KNAN Acquisition, L.L.C.,
Chesapeake Mountain Front, L.L.C., Chesapeake Operating, Inc., Chesapeake ORC,
L.L.C., Chesapeake Royalty, L.L.C., Gothic Energy, L.L.C., Gothic Production,
L.L.C., Nomac Drilling Corporation, Sap Acquistion, L.L.C., Chesapeake
Exploration Limited Partnership, Chesapeake Louisiana, L.P., Chesapeake
Panhandle Limited Partnership, Chesapeake-Staghorn Acquisition L.P., Chesapeake
Sigma, L.P. (the "Guarantors" and, collectively with the Issuer, the "Company").
The Initial Securities will be issued pursuant to the Indenture, dated as of
March 5, 2003 (the "Indenture"), among the Issuer, the Guarantors named therein
and The Bank of New York, as trustee (the "Trustee"). As an inducement to the
Initial Purchasers to enter into the Purchase Agreement, the Company agrees with
the Initial Purchasers, for the benefit of the Initial Purchasers and the
holders of the Securities (as defined below) (collectively the "Holders"), as
follows:

     1. Registered Exchange Offer. Unless not permitted by applicable law (after
the Company has complied with the ultimate paragraph of this Section 1), the
Company shall prepare and, not later than 60 days (such 60th day being a "Filing
Deadline") after the date on which the Initial Purchasers purchase the Initial
Securities pursuant to the Purchase Agreement (the "Closing Date"), file with
the Securities and Exchange Commission (the "Commission") a registration
statement on an appropriate form under the Securities Act of 1933, as amended
(the "Securities Act"), or amend an existing registration statement



(each such registration statement, an "Exchange Offer Registration Statement"),
with respect to a proposed offer (the "Registered Exchange Offer") to the
Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who
are not prohibited by any law or policy of the Commission from participating in
the Registered Exchange Offer, to issue and deliver to such Holders, in exchange
for the Initial Securities, a like aggregate principal amount of debt securities
of the Company issued under the Indenture, identical in all material respects to
the Initial Securities and registered under the Securities Act (the "Exchange
Securities"). Each of the Issuer and the Guarantors shall use its best efforts
to (i) cause such Exchange Offer Registration Statement to become effective
under the Securities Act within 180 days after the Closing Date (such 180th day
being an "Effectiveness Deadline") and (ii) keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders (such period being called the "Exchange Offer Registration
Period").

     If the Company commences the Registered Exchange Offer, each of the Issuer
and the Guarantors (i) shall use its best efforts to consummate the Registered
Exchange Offer on the earliest practicable date after the Exchange Offer
Registration Statement has become effective and (ii) will be required to
consummate the Registered Exchange Offer no later than 60 days after the date on
which the Exchange Offer Registration Statement is declared effective (such 60th
day being the "Consummation Deadline").

     Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements with any person to participate in the distribution of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

     The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "Exchanging Dealer"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section and (c) Annex C hereto in the "Plan of Distribution"
section of such prospectus in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange Offer and (ii) if an Initial Purchaser elects to sell Securities (as
defined below) acquired in exchange for Initial Securities constituting any
portion of an unsold allotment, such Initial Purchaser is required to deliver a
prospectus containing the information required by Items 507 or 508 of Regulation
S-K under the Securities Act, as applicable, in connection with such sale.

     The Company shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided, however, that (i) in the
case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be
the lesser of 180 days and the date on which all Exchanging Dealers and the
Initial Purchasers have sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company shall
make such prospectus and any amendment or supplement thereto available to any

                                        2



broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities".

     In connection with the Registered Exchange Offer, the Company shall:

          (a) mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents;

          (b) keep the Registered Exchange Offer open for the minimum period
     required under applicable Federal and state securities laws, which shall
     not be less than 30 days nor more than 60 days after the date notice
     thereof is mailed to the Holders;

          (c) utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York,
     which may be the Trustee or an affiliate of the Trustee;

          (d) permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York time, on the last business day on which
     the Registered Exchange Offer shall remain open; and

          (e) otherwise comply with all applicable laws.

     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

          (x) accept for exchange all the Securities validly tendered and not
     withdrawn pursuant to the Registered Exchange Offer and the Private
     Exchange;

          (y) deliver to the Trustee for cancellation all the Initial Securities
     so accepted for exchange; and

          (z) cause the Trustee to authenticate and deliver promptly to each
     Holder of the Initial Securities, Exchange Securities or Private Exchange
     Securities, as the case may be, equal in principal amount to the Initial
     Securities of such Holder so accepted for exchange.

     The Indenture provides that the Exchange Securities will not be subject to
the transfer restrictions set forth in the Indenture and that all the Securities
will vote and consent together on all matters as one class and that none of the
Securities will have the right to vote or consent as a class separate from one
another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on

                                        3



which interest was paid on the Initial Securities surrendered in exchange
therefor or, if no interest has been paid on the Initial Securities, from date
of original issue of the Initial Securities.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

     If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that the Registered
Exchange Offer should be permitted and (iii) diligently pursuing a resolution
(which need not be favorable) by the Commission staff.

                                        4



     2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) for any other reason the Registered Exchange Offer is not
consummated within 240 days of the Closing Date, (iii) any Initial Purchaser so
requests with respect to the Initial Securities (or the Private Exchange
Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer)
is not eligible to participate in the Registered Exchange Offer or, in the case
of any Holder (other than an Exchanging Dealer) that participates in the
Registered Exchange Offer, such Holder does not receive freely tradeable
Exchange Securities on the date of the exchange and any such Holder so requests,
the Company shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) through (iv) occur, including
in the case of clauses (iii) or (iv) the receipt of the required notice, being a
"Trigger Date"):

          (a) The Company shall promptly (but in no event more than 30 days
     after the Trigger Date (such 30th day being a "Filing Deadline")) file with
     the Commission and thereafter use its best efforts to cause to be declared
     effective no later than the date (the "Effectiveness Date") that is (1) in
     the case of clause (i) above, 180 days after the Issue Date or (2) in the
     case of clauses (ii), (iii) or (iv) above, 60 days after the Filing
     Deadline, a registration statement (the "Shelf Registration Statement" and,
     together with the Exchange Offer Registration Statement, a "Registration
     Statement") on an appropriate form under the Securities Act relating to the
     offer and sale of the Transfer Restricted Securities by the Holders thereof
     from time to time in accordance with the methods of distribution set forth
     in the Shelf Registration Statement and Rule 415 under the Securities Act
     (hereinafter, the "Shelf Registration"); provided, however, that no Holder
     (other than an Initial Purchaser) shall be entitled to have the Securities
     held by it covered by such Shelf Registration Statement unless such Holder
     agrees in writing to be bound by all the provisions of this Agreement
     applicable to such Holder.

          (b) The Company shall use its best efforts to keep the Shelf
     Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, for a period of two years (or for such longer period
     if extended pursuant to Section 3(j) below) from the date of its
     effectiveness or such shorter period that will terminate when all the
     Securities covered by the Shelf Registration Statement (i) have been sold
     pursuant thereto or (ii) are no longer restricted securities (as defined in
     Rule 144 under the Securities Act, or any successor rule thereof). The
     Company shall be deemed not to have used its best efforts to keep the Shelf
     Registration Statement effective during the requisite period if it
     voluntarily takes any action that would result in Holders of Securities
     covered thereby not being able to offer and sell such Securities during
     that period, unless such action is required by applicable law.

          (c) Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the Shelf Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement, amendment or
     supplement, (i) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and regulations of the
     Commission and (ii) not to contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     in order to make the statements therein, in light of the circumstances
     under which they were made, not misleading.

     3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

                                        5



                  (a) The Company shall (i), if requested by an Initial
         Purchaser, furnish to such Initial Purchaser, prior to the filing
         thereof with the Commission, a copy of the Registration Statement and
         each amendment thereof and each supplement, if any, to the prospectus
         included therein and, in the event that an Initial Purchaser (with
         respect to any portion of an unsold allotment from the original
         offering) is participating in the Registered Exchange Offer or the
         Shelf Registration Statement, the Company shall use its best efforts to
         reflect in each such document, when so filed with the Commission, such
         comments as such Initial Purchaser reasonably may propose; (ii) include
         the information set forth in Annex A hereto on the cover, in Annex B
         hereto in the "Exchange Offer Procedures" section and the "Purpose of
         the Exchange Offer" section and in Annex C hereto in the "Plan of
         Distribution" section of the prospectus forming a part of the Exchange
         Offer Registration Statement and include the information set forth in
         Annex D hereto in the Letter of Transmittal delivered pursuant to the
         Registered Exchange Offer; (iii) if requested by an Initial Purchaser,
         include the information required by Items 507 or 508 of Regulation S-K
         under the Securities Act, as applicable, in the prospectus forming a
         part of the Exchange Offer Registration Statement; (iv) include within
         the prospectus contained in the Exchange Offer Registration Statement a
         section entitled "Plan of Distribution," reasonably acceptable to the
         Initial Purchasers, which shall contain a summary statement of the
         positions taken or policies made by the staff of the Commission with
         respect to the potential "underwriter" status of any broker-dealer that
         is the beneficial owner (as defined in Rule 13d-3 under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange
         Securities received by such broker-dealer in the Registered Exchange
         Offer (a "Participating Broker-Dealer"), whether such positions or
         policies have been publicly disseminated by the staff of the Commission
         or such positions or policies, in the reasonable judgment of the
         Initial Purchasers based upon advice of counsel (which may be in-house
         counsel), represent the prevailing views of the staff of the
         Commission; and (v) in the case of a Shelf Registration Statement,
         include the names of the Holders who propose to sell Securities
         pursuant to the Shelf Registration Statement as selling
         securityholders.

                  (b) The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities and any Participating
         Broker-Dealer from whom the Company has received prior written notice
         that it will be a Participating Broker-Dealer in the Registered
         Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall
         be accompanied by an instruction to suspend the use of the prospectus
         until the requisite changes have been made):

                           (i)   when the Registration Statement or any
                  amendment thereto has been filed with the Commission and when
                  the Registration Statement or any post-effective amendment
                  thereto has become effective;

                           (ii)  of any request by the Commission for amendments
                  or supplements to the Registration Statement or the prospectus
                  included therein or for additional information;

                           (iii) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (iv)  of the receipt by the Company or its legal
                  counsel of any notification with respect to the suspension of
                  the qualification of the Securities for sale in any
                  jurisdiction or the initiation or threatening of any
                  proceeding for such purpose; and

                           (v)   of the happening of any event that requires the
                  Company to make changes in the Registration Statement or the
                  prospectus in order that the Registration Statement or the
                  prospectus does not contain an untrue statement of a material
                  fact or omit to state a material fact required to be stated
                  therein or necessary to make the statements therein (in

                                       6



                  the case of the prospectus, in light of the circumstances
                  under which they were made) not misleading.

                  (c) The Company shall make every reasonable effort to obtain
         the withdrawal at the earliest possible time, of any order suspending
         the effectiveness of the Registration Statement.

                  (d) The Company shall furnish to each Holder of Securities
         included within the coverage of the Shelf Registration, without charge,
         at least one copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if the Holder so requests in writing, all exhibits
         thereto (including those, if any, incorporated by reference).

                  (e) The Company shall deliver to each Exchanging Dealer and
         each Initial Purchaser who so requests, and to any other Holder who so
         requests, without charge, at least one copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules, and, if any Initial
         Purchaser or any such Holder requests, all exhibits thereto (including
         those incorporated by reference).

                  (f) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Securities included within the coverage of
         the Shelf Registration, without charge, as many copies of the
         prospectus (including each preliminary prospectus) included in the
         Shelf Registration Statement and any amendment or supplement thereto as
         such person may reasonably request. The Company consents, subject to
         the provisions of this Agreement, to the use of the prospectus or any
         amendment or supplement thereto by each of the selling Holders of the
         Securities in connection with the offering and sale of the Securities
         covered by the prospectus, or any amendment or supplement thereto,
         included in the Shelf Registration Statement.

                  (g) The Company shall deliver to each Initial Purchaser, any
         Exchanging Dealer, any Participating Broker-Dealer and such other
         persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any amendment
         or supplement thereto as such persons may reasonably request. The
         Company consents, subject to the provisions of this Agreement, to the
         use of the prospectus or any amendment or supplement thereto by any
         Initial Purchaser, if necessary, any Participating Broker-Dealer and
         such other persons required to deliver a prospectus following the
         Registered Exchange Offer in connection with the offering and sale of
         the Exchange Securities covered by the prospectus, or any amendment or
         supplement thereto, included in such Exchange Offer Registration
         Statement.

                  (h) Prior to any public offering of the Securities pursuant to
         any Registration Statement the Company shall register or qualify or
         cooperate with the Holders of the Securities included therein and their
         respective counsel in connection with the registration or qualification
         of the Securities for offer and sale under the securities or "blue sky"
         laws of such states of the United States as any Holder of the
         Securities reasonably requests in writing and do any and all other acts
         or things necessary or advisable to enable the offer and sale in such
         jurisdictions of the Securities covered by such Registration Statement;
         provided, however, that the Company shall not be required to (i)
         qualify generally to do business in any jurisdiction where it is not
         then so qualified or (ii) take any action which would subject it to
         general service of process or to taxation in any jurisdiction where it
         is not then so subject.

                  (i) The Company shall cooperate with the Holders of the
         Securities to facilitate the timely preparation and delivery of
         certificates representing the Securities to be sold pursuant to any
         Registration Statement free of any restrictive legends and in such
         denominations and registered in

                                       7



         such names as the Holders may request a reasonable period of time prior
         to sales of the Securities pursuant to such Registration Statement.

                  (j) Upon the occurrence of any event contemplated by
         paragraphs (ii) through (v) of Section 3(b) above during the period for
         which the Company is required to maintain an effective Registration
         Statement, the Company shall promptly prepare and file a post-effective
         amendment to the Registration Statement or a supplement to the related
         prospectus and any other required document so that, as thereafter
         delivered to Holders of the Securities or purchasers of Securities, the
         prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in light of the circumstances
         under which they were made, not misleading. If the Company notifies the
         Initial Purchasers, the Holders of the Securities and any known
         Participating Broker-Dealer in accordance with paragraphs (ii) through
         (v) of Section 3(b) above to suspend the use of the prospectus until
         the requisite changes to the prospectus have been made, then the
         Initial Purchasers, the Holders of the Securities and any such
         Participating Broker-Dealers shall suspend use of such prospectus, and
         the period of effectiveness of the Shelf Registration Statement
         provided for in Section 2(b) above and the Exchange Offer Registration
         Statement provided for in Section 1 above shall each be extended by the
         number of days from and including the date of the giving of such notice
         to and including the date when the Initial Purchasers, the Holders of
         the Securities and any known Participating Broker-Dealer shall have
         received such amended or supplemented prospectus pursuant to this
         Section 3(j).

                  (k) Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         certificates for the Initial Securities, the Exchange Securities or the
         Private Exchange Securities, as the case may be, in a form eligible for
         deposit with The Depository Trust Company.

                  (l) The Company will comply with all rules and regulations of
         the Commission to the extent and so long as they are applicable to the
         Registered Exchange Offer or the Shelf Registration and will make
         generally available to its security holders (or otherwise provide in
         accordance with Section 11(a) of the Securities Act) an earnings
         statement satisfying the provisions of Section 11(a) of the Securities
         Act, no later than 45 days after the end of a 12-month period (or 90
         days, if such period is a fiscal year) beginning with the first month
         of the Company's first fiscal quarter commencing after the effective
         date of the Registration Statement, which statement shall cover such
         12-month period.

                  (m) The Company shall cause the Indenture to be qualified
         under the Trust Indenture Act of 1939, as amended, in a timely manner
         and containing such changes, if any, as shall be necessary for such
         qualification. In the event that such qualification would require the
         appointment of a new trustee under the Indenture, the Company shall
         appoint a new trustee thereunder pursuant to the applicable provisions
         of the Indenture.

                  (n) The Company may require each Holder of Securities to be
         sold pursuant to the Shelf Registration Statement to furnish to the
         Company such information regarding the Holder and the distribution of
         the Securities as the Company may from time to time reasonably require
         for inclusion in the Shelf Registration Statement, and the Company may
         exclude from such registration the Securities of any Holder that
         unreasonably fails to furnish such information within a reasonable time
         after receiving such request.

                  (o) The Company shall enter into such customary agreements
         (including, if requested, an underwriting agreement in customary form)
         and take all such other action, if any, as any Holder of

                                        8



         the Securities shall reasonably request in order to facilitate the
         disposition of the Securities pursuant to any Shelf Registration.

                  (p) In the case of any Shelf Registration, the Company shall
         (i) make reasonably available for inspection by the Holders of the
         Securities, any underwriter participating in any disposition pursuant
         to the Shelf Registration Statement and any attorney, accountant or
         other agent retained by the Holders of the Securities or any such
         underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and (ii) cause the
         Company's officers, directors, employees, accountants and auditors to
         supply all relevant information reasonably requested by the Holders of
         the Securities or any such underwriter, attorney, accountant or agent
         in connection with the Shelf Registration Statement, in each case, as
         shall be reasonably necessary to enable such persons, to conduct a
         reasonable investigation within the meaning of Section 11 of the
         Securities Act; provided, however, that the foregoing inspection and
         information gathering shall be coordinated on behalf of the Initial
         Purchasers by Salomon Smith Barney Inc., and on behalf of the other
         parties, by one counsel designated by and on behalf of such other
         parties as described in Section 4 hereof.

                  (q) In the case of any Shelf Registration, the Company, if
         requested by any Holder of Securities covered thereby, shall cause (i)
         its counsel to deliver an opinion and updates thereof relating to the
         Securities in customary form addressed to such Holders and the Managing
         Underwriters (as defined below), if any, thereof and dated, in the case
         of the initial opinion, the effective date of such Shelf Registration
         Statement (it being agreed that the matters to be covered by such
         opinion shall include, without limitation, the due incorporation and
         good standing of the Company and its subsidiaries; the qualification of
         the Company and its subsidiaries to transact business as foreign
         corporations; the due authorization, execution and delivery of the
         relevant agreement of the type referred to in Section 3(o) hereof; the
         due authorization, execution, authentication and issuance, and the
         validity and enforceability, of the applicable Securities; the absence
         of material legal or governmental proceedings involving the Company and
         its subsidiaries; the absence of governmental approvals required to be
         obtained in connection with the Shelf Registration Statement, the
         offering and sale of the applicable Securities, or any agreement of the
         type referred to in Section 3(o) hereof; the compliance as to form of
         such Shelf Registration Statement and any documents incorporated by
         reference therein and of the Indenture with the requirements of the
         Securities Act and the Trust Indenture Act, respectively; and, as of
         the date of the opinion and as of the effective date of the Shelf
         Registration Statement or most recent post-effective amendment thereto,
         as the case may be, the absence from such Shelf Registration Statement
         and the prospectus included therein, as then amended or supplemented,
         and from any documents incorporated by reference therein of an untrue
         statement of a material fact or the omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading (in the case of any such documents,
         in the light of the circumstances existing at the time that such
         documents were filed with the Commission under the Exchange Act); (ii)
         its officers to execute and deliver all customary documents and
         certificates and updates thereof requested by any underwriters of the
         applicable Securities and (iii) its independent public accountants to
         provide to the selling Holders of the applicable Securities and any
         underwriter therefor a comfort letter in customary form and covering
         matters of the type customarily covered in comfort letters in
         connection with primary underwritten offerings, subject to receipt of
         appropriate documentation as contemplated, and only if permitted, by
         Statement of Auditing Standards No. 72.

                  (r) In the case of the Registered Exchange Offer, if requested
         by any Initial Purchaser or any known Participating Broker-Dealer, the
         Company shall cause (i) its counsel to deliver to such Initial
         Purchaser or such Participating Broker-Dealer a signed opinion in the
         form set forth in Section 6(c) of the Purchase Agreement with such
         changes as are customary in connection with the

                                       9



         preparation of a Registration Statement and (ii) its independent public
         accountants to deliver to such Initial Purchaser or such Participating
         Broker-Dealer a comfort letter, in customary form, meeting the
         requirements as to the substance thereof as set forth in Section 6(a)
         of the Purchase Agreement, with appropriate date changes.

                  (s) If a Registered Exchange Offer or a Private Exchange is to
         be consummated, upon delivery of the Initial Securities by Holders to
         the Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Securities or the Private Exchange
         Securities, as the case may be, the Company shall mark, or caused to be
         marked, on the Initial Securities so exchanged that such Initial
         Securities are being canceled in exchange for the Exchange Securities
         or the Private Exchange Securities, as the case may be; in no event
         shall the Initial Securities be marked as paid or otherwise satisfied.

                  (t) The Company will use its best efforts to (a) if the
         Initial Securities have been rated prior to the initial sale of such
         Initial Securities, confirm such ratings will apply to the Securities
         covered by a Registration Statement, or (b) if the Initial Securities
         were not previously rated, cause the Securities covered by a
         Registration Statement to be rated with the appropriate rating
         agencies, if so requested by Holders of a majority in aggregate
         principal amount of Securities covered by such Registration Statement,
         or by the Managing Underwriters, if any.

                  (u) In the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Securities or participate as a member
         of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Conduct Rules (the "Rules") of
         the National Association of Securities Dealers, Inc. ("NASD")) thereof,
         whether as a Holder of such Securities or as an underwriter, a
         placement or sales agent or a broker or dealer in respect thereof, or
         otherwise, the Company will assist such broker-dealer in complying with
         the requirements of such Rules, including, without limitation, by (i)
         if such Rules, including Rule 2720, shall so require, engaging a
         "qualified independent underwriter" (as defined in Rule 2720) to
         participate in the preparation of the Registration Statement relating
         to such Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Registration Statement is an underwritten offering or is made
         through a placement or sales agent, to recommend the yield of such
         Securities, (ii) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 5 hereof and (iii) providing such information to
         such broker-dealer as may be required in order for such broker-dealer
         to comply with the requirements of the Rules.

                  (v) The Company shall use its best efforts to take all other
         steps necessary to effect the registration of the Securities covered by
         a Registration Statement contemplated hereby.

         4. Registration Expenses. (a) All expenses incident to the Company's
performance of and compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

                  (i)   all registration and filing fees and expenses;

                  (ii)  all fees and expenses of compliance with federal
securities and state "blue sky" or securities laws;

                  (iii) all expenses of printing (including printing
         certificates for the Securities to be issued in the Registered Exchange
         Offer and the Private Exchange and printing of prospectuses), messenger
         and delivery services and telephone;

                                       10



          (iv) all fees and disbursements of counsel for the Company;

          (v)  all application and filing fees in connection with listing the
     Exchange Securities on a national securities exchange or automated
     quotation system pursuant to the requirements hereof; and

          (vi) all fees and disbursements of independent certified public
     accountants of the Company (including the expenses of any special audit and
     comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

     (b) In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Securities in the
Registered Exchange Offer and/or selling or reselling Securities pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Cravath Swaine & Moore
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

     5. Indemnification. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Indemnified Parties") from and against any losses, claims,
damages or liabilities, joint or several, or any actions in respect thereof
(including, but not limited to, any losses, claims, damages, liabilities or
actions relating to purchases and sales of the Securities) to which each
Indemnified Party may become subject under the Securities Act, the Exchange Act
or otherwise, insofar as such losses, claims, damages, liabilities or actions
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in a Registration Statement or prospectus or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
(i) the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration in reliance
upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for
inclusion therein and (ii) with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary prospectus relating
to a Shelf Registration Statement, the indemnity agreement contained in this
subsection (a) shall not inure to the benefit of any Holder or Participating
Broker-Dealer from whom the person asserting any such losses, claims, damages or
liabilities purchased the Securities concerned, to the extent that a prospectus
relating to such Securities was required to be delivered by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; provided further, however, that this indemnity agreement will be
in addition to any liability which the Company may otherwise have to such
Indemnified Party. The Company

                                       11



shall also indemnify underwriters, their officers and directors and each person
who controls such underwriters within the meaning of the Securities Act or the
Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Securities if requested by such Holders.

     (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

     (c) Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party (i) will not relieve the indemnifying party from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and the indemnifying party has been materially
prejudiced by such failure and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the
indemnifying party will not be liable to such indemnified party under this
Section 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such indemnified party in connection
with the defense thereof. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action, and does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

     (d) If the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the exchange of the Securities, pursuant to
the Registered Exchange Offer, or (ii) if the allocation provided by the
foregoing clause (i) is not permitted by

                                       12



applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well
as any other relevant equitable considerations. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 5(d), the Holders of the Securities shall not be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.

     (e) The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

     6. Additional Interest Under Certain Circumstances. (a) Additional interest
(the "Additional Interest") with respect to the Securities shall be assessed as
follows if any of the following events occur (each such event in clauses (i)
through (iv) below being herein called a "Registration Default"):

     (i)   any Registration Statement required by this Agreement is not filed
           with the Commission on or prior to the applicable Filing Deadline;

     (ii)  any Registration Statement required by this Agreement is not declared
           effective by the Commission on or prior to the applicable
           Effectiveness Deadline;

     (iii) the Registered Exchange Offer has not been consummated on or prior to
           the Consummation Deadline; or

     (iv)  any Registration Statement required by this Agreement has been
           declared effective by the Commission but (A) such Registration
           Statement thereafter ceases to be effective or (B) such Registration
           Statement or the related prospectus ceases to be usable in connection
           with resales of Transfer Restricted Securities during the periods
           specified herein because either (1) any event occurs as a result of
           which the related prospectus forming part of such Registration
           Statement would include any untrue statement of a material fact or
           omit to state any material fact necessary to make the statements
           therein in the light of the circumstances under which they were made
           not misleading or (2) it shall be necessary to amend such
           Registration Statement or supplement the related prospectus, to
           comply with the Securities Act or the Exchange Act or the respective
           rules thereunder.

                                       13



Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

     Additional Interest shall accrue on the Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.50% per
annum (the "Additional Interest Rate") for the first 90-day period immediately
following the occurrence of such Registration Default. The Additional Interest
Rate shall increase by an additional 0.50% per annum with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum Additional Interest Rate of 2.0% per annum.

     (b) A Registration Default referred to in Section 6(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

     (c) Any amounts of Additional Interest due pursuant to Section 6(a) will be
payable in cash on the regular interest payment dates with respect to the
Securities. The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest Rate by the principal amount of the
Securities and further multiplied by a fraction, the numerator of which is the
number of days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

     (d) "Transfer Restricted Securities" means each Security until (i) the date
on which such Security has been exchanged by a person other than a broker-dealer
for a freely transferable Exchange Security in the Registered Exchange Offer,
(ii) following the exchange by a broker-dealer in the Registered Exchange Offer
of an Initial Security for an Exchange Note, the date on which such Exchange
Note is sold to a purchaser who receives from such broker-dealer on or prior to
the date of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement, (iii) the date on which such Security has been
effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement or (iv) the date on which such Security is
distributed to the public pursuant to Rule 144 under the Securities Act or is
saleable pursuant to Rule 144(k) under the Securities Act.

     7. Rules 144 and 144A. The Company shall use its best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Securities, make publicly
available other information so long as necessary to permit sales of their
securities pursuant to Rules 144 and 144A. The Company covenants that it will
take such further action as any Holder of Securities may reasonably request, all
to the extent required from time to time to enable such Holder to sell
Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)). The Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the
Initial Purchasers upon request. Upon the request of any Holder of Initial
Securities, the Company shall deliver to

                                       14



such Holder a written statement as to whether it has complied with such
requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.

     8. Underwritten Registrations. If any of the Transfer Restricted Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
administer the offering ("Managing Underwriters") will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

     9. Miscellaneous.

     (a) Remedies. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Sections 1 and 2 hereof may result
in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 1 and
2 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

     (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

     (d) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, first-class mail, facsimile
transmission, or air courier which guarantees overnight delivery:

          (1) if to a Holder of the Securities, at the most current
address given by such Holder to the Company.

          (2) if to the Initial Purchasers:

                 Salomon Smith Barney Inc.
                 388 Greenwich Street
                 New York, NY 10013
                 Fax No.: (214)979-7938
                 Attention: Stephen P. Cunningham

                                       15



       with a copy to:

                         Cravath, Swaine & Moore
                         Worldwide Plaza
                         825 Eighth Avenue
                         New York, NY 10019-7475
                         Fax No.: (212) 474-3700
                         Attention: Stephen L. Burns, Esq.

                  (3)    if to the Company, at its address as follows:

                         Chesapeake Energy Corporation
                         6100 North Western Avenue
                         Oklahoma City, OK 73118
                         Fax No.: (405) 848-8588
                         Attention: Marcus C. Rowland

       with a copy to:

                         Vinson & Elkins L.L.P.
                         2300 First City Tower
                         1001 Fannin Street
                         Houston, TX 77002-6760
                         Fax No.: (713) 758-2346
                         Attention: Jim Prince, Esq.

       All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

       (e) Third Party Beneficiaries. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

       (f) Successors and Assigns. This Agreement shall be binding upon the
Company and its successors and assigns.

       (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

       (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

       (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

                                       16



       (j) Severability. If any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

       (k) Securities Held by the Company. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

                                       17



       If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Issuer a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers, the Issuer and the Guarantors in
accordance with its terms.

                                     Very truly yours,

                                     CHESAPEAKE ENERGY CORPORATION

                                     By: /s/ Aubrey K. McClendon
                                        _______________________________________
                                        Name: Aubrey K. McClendon
                                        Title: Chairman of the Board
                                               and Chief Executive Officer

                                     SUBSIDIARY GUARANTORS:

                                     THE AMES COMPANY, L.L.C.
                                     CARMEN ACQUISITION, L.L.C.
                                     CHESAPEAKE ACQUISITION, L.L.C.
                                     CHESAPEAKE EP CORPORATION
                                     CHESAPEAKE DELTA CORP.
                                     CHESAPEAKE ENERGY LOUISIANA CORPORATION
                                     CHESAPEAKE ENO ACQUISITION, L.L.C.
                                     CHESAPEAKE FOCUS, L.L.C.
                                     CHESAPEAKE KNAN ACQUISITION, L.L.C.
                                     CHESAPEAKE MOUNTAIN FRONT, L.L.C.
                                     CHESAPEAKE OPERATING, INC.
                                     CHESAPEAKE ORC, L.L.C.
                                     CHESAPEAKE ROYALTY, L.L.C.
                                     GOTHIC ENERGY, L.L.C.
                                     GOTHIC PRODUCTION, L.L.C.
                                     NOMAC DRILLING CORPORATION
                                     SAP ACQUISTION, L.L.C.

                                     By: /s/ Aubrey K. McClendon
                                        _______________________________________
                                        Name: Aubrey K. McClendon
                                        Title: Chairman of the Board
                                               and Chief Executive Officer

                                     CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
                                     CHESAPEAKE LOUISIANA, L.P.
                                     CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP
                                     CHESAPEAKE-STAGHORN ACQUISITION L.P.
                                     CHESAPEAKE SIGMA, L.P.

                                     By  Chesapeake Operating, Inc., as general
                                         partner of each respective entity

                                     By: /s/ Aubrey K. McClendon
                                        _______________________________________
                                        Name: Aubrey K. McClendon
                                        Title: Chairman of the Board
                                               and Chief Executive Officer


The foregoing Registration Rights Agreement

                                       18



is hereby confirmed and accepted
as of the date first above written.

SALOMON SMITH BARNEY INC.
BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON LLC
LEHMAN BROTHERS INC.
MORGAN STANLEY & CO. INCORPORATED
BNP PARIBAS SECURITIES CORP.
CREDIT LYONNAIS SECURITIES (USA) INC.
TD SECURITIES (USA) INC.

Acting on behalf of themselves and as Representative of the several Initial
Purchasers

By:  SALOMON SMITH BARNEY INC.

  By: /s/ Brian Byrne
     ___________________________
     Name: Brian Byrne
     Title: Vice President

                                       19



                                                                         ANNEX A

       Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 90 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."

                                       1



                                                                         ANNEX B

       Each broker-dealer that receives Exchange Securities for its own account
in exchange for Initial Securities, where such Initial Securities were acquired
by such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."

                                       1



                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

       Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 90 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until         , 200 , all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus./(1)/

       The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

       For a period of 90 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

                                       1



                                                                         ANNEX D

[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

           Name:
           Address:


If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

- ----------
(1) In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.

EX-5.1

                                                                     Exhibit 5.1

                     [LETTERHEAD OF VINSON & ELKINS L.L.P.]



                                  April 8, 2003

Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118

Ladies and Gentlemen:

     We have acted as counsel for Chesapeake Energy Corporation, an Oklahoma
corporation (the "Company") and certain of its subsidiaries with respect to with
the preparation of the Registration Statement on Form S-4 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
in connection with the registration by the Company under the Securities Act of
1933, as amended (the "Securities Act") of (i) the offer and exchange by the
Company (the "Exchange Offer") of $300,000,000 aggregate principal amount of its
7.50% Senior Notes due 2013 (the "Initial Notes"), for a new series of notes
bearing substantially identical terms and in like principal amount (the
"Exchange Notes") and (ii) the guarantees (the "Guarantees") of certain
subsidiaries of the Company listed in the Registration Statement as guarantors
(the "Subsidiary Guarantors") of the Initial Notes and the Exchange Notes. The
Initial Notes and the Exchange Notes are collectively referred to herein as the
"Notes". The Initial Notes were issued, and the Exchange Notes will be issued,
under an Indenture dated as of March 5, 2003 among the Company, the Subsidiary
Guarantors and The Bank of New York, as Trustee (the "Indenture"). The Exchange
Offer will be conducted on such terms and conditions as are set forth in the
prospectus contained in the Registration Statement to which this opinion is an
exhibit.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Registration Statement, (ii) the Indenture and
(iii) such other certificates, statutes and other instruments and documents as
we considered appropriate for purposes of the opinions hereafter expressed. In
connection with this opinion, we have assumed that the Registration Statement,
and any amendments thereto (including post-effective amendments), will have
become effective and the Exchange Notes will be issued and sold in compliance
with applicable federal and state securities laws and in the manner described in
the Registration Statement.

     Based on the foregoing, we are of the opinion that when the Exchange Notes
have been duly executed, authenticated, issued and delivered in accordance with
the provisions of the Indenture, (i) such Exchange Notes will be legally issued
and will constitute valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, and (ii) the Guarantees of
the Subsidiary Guarantors remain valid and binding obligations of such
subsidiaries, enforceable against the Company and each such Subsidiary Guarantor
in accordance with their terms, except in each case as such enforcement is
subject to any applicable bankruptcy, insolvency, reorganization or other law
relating to or affecting creditors' rights generally and general principles of
equity.

     We express no opinions concerning (a) the validity or enforceability of any
provisions contained in the Indenture that purport to waive or not give effect
to rights to notices, defenses, subrogation or other rights or benefits that
cannot be effectively waived under applicable law; or (b) the enforceability of
indemnification provisions to the extent they purport to relate to liabilities
resulting from or based upon negligence or any violation of federal or state
securities or blue sky laws.

     We are members of the bar of the State of Texas. We have relied as to
matters of Oklahoma law on the opinion of Commercial Law Group, P.C., which
opinion is also filed as an exhibit to the Registration Statement. The



opinions expressed herein are limited exclusively to the federal laws of the
United States of America, the laws of the State of New York and, in reliance on
the opinion of Commercial Law Group, P.C., the laws of the State of Oklahoma,
and we are expressing no opinion as to the effect of the laws of any other
jurisdiction, domestic or foreign.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the caption "Legal Matters." By
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission issued thereunder.

                                                  Very truly yours,

                                                  /s/ Vinson & Elkins L.L.P.
                                                  ------------------------------
                                                  Vinson & Elkins L.L.P.

EX-5.2

                                                                     Exhibit 5.2

                           Commercial Law Group, P.C.
                      2725 Oklahoma Tower, 210 Park Avenue
                       Oklahoma City, Oklahoma 73102-5643

                                  April 8, 2003

Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118

Ladies and Gentlemen:

     We have acted as special Oklahoma counsel for Chesapeake Energy
Corporation, an Oklahoma corporation (the "Company") and certain of its
subsidiaries with respect to the preparation of the Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") in connection with the registration by the Company
under the Securities Act of 1933, as amended (the "Securities Act") of (i) the
offer and exchange by the Company (the "Exchange Offer") of $300,000,000
aggregate principal amount of its 7.50% Senior Notes due 2013 (the "Initial
Notes"), for a new series of notes bearing substantially identical terms and in
like principal amount (the "Exchange Notes") and (ii) the guarantees (the
"Guarantees") of certain subsidiaries of the Company listed in the Registration
Statement as guarantors (the "Subsidiary Guarantors") of the Initial Notes and
the Exchange Notes. The Initial Notes and the Exchange Notes are collectively
referred to herein as the "Notes". The Initial Notes were issued, and the
Exchange Notes will be issued, under an Indenture dated as of March 5, 2003
among the Company, the Subsidiary Guarantors and The Bank of New York, as
Trustee (the "Indenture"). The Exchange Offer will be conducted on such terms
and conditions as are set forth in the prospectus contained in the Registration
Statement to which this opinion is an exhibit.

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Restated Certificate of Incorporation, as amended,
and Bylaws of the Company or such documents or similar organizational documents
of each of the Subsidiary Guarantors, (ii) the Indenture, (iii) the Initial
Notes and (iv) such other certificates, statutes and other instruments and
documents as we considered appropriate for purposes of the opinions hereafter
expressed. In connection with this opinion, we have assumed that the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective and the Exchange Notes will be issued
and sold in compliance with applicable federal and state securities laws and in
the manner described in the Registration Statement.

     Based on the foregoing, we are of the opinion that the Company and the
Subsidiary Guarantors have duly authorized, executed and delivered the Indenture
(including, with respect to the Subsidiary Guarantors, the Guarantees contained
therein) and the Initial Notes.

     We are members of the bar of the State of Oklahoma. The opinions expressed
herein are limited exclusively to the laws of the State of Oklahoma, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction,
domestic or foreign. We also authorize Vinson & Elkins L.L.P. to rely on this
opinion in delivering its opinion.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our firm name in the prospectus forming
a part of the Registration Statement under the caption "Legal Matters." By
giving such consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission issued thereunder.

                                           Very truly yours,

                                           /s/ Commercial Law Group, P.C.
                                           ------------------------------------
                                           Commercial Law Group, P.C.

EX-21

                                                                      Exhibit 21

                  SUBSIDIARIES OF CHESAPEAKE ENERGY CORPORATION

Corporations

Chesapeake Delta Corp.
Chesapeake Energy Louisiana Corporation
Chesapeake Energy Marketing, Inc.
Chesapeake EP Corporation
Chesapeake Operating, Inc.
Nomac Drilling Corporation

Limited Liability Companies

The Ames Company, L.L.C.
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.

Partnerships

Chesapeake Exploration Limited Partnership
Chesapeake Louisiana, L.P.
Chesapeake Panhandle Limited Partnership
Chesapeake Sigma, L.P.
Chesapeake-Staghorn Acquisition L.P.

EX-23.1

                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of our report dated February 24, 2003 relating to the
consolidated financial statements and financial statement schedule of Chesapeake
Energy Corporation, which appears in Chesapeake Energy Corporation's Annual
Report on Form 10-K for the year ended December 31, 2002. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
- ------------------------------
    PricewaterhouseCoopers LLP

Oklahoma City, Oklahoma
April 7, 2003

EX-23.2

                                                                    Exhibit 23.2


               [WILLIAMSON PETROLEUM CONSULTANTS, INC. LETTERHEAD]

                CONSENT OF WILLIAMSON PETROLEUM CONSULTANTS, INC.

As independent oil and gas consultants, Williamson Petroleum Consultants, Inc.
hereby consents to the incorporation by reference in this Registration Statement
on Form S-4, to be filed with the Securities and Exchange Commission on or about
April 4, 2003, of information from our reserves report dated February 21, 2003
entitled "Evaluation of Oil and Gas Reserves to the Interests of Chesapeake
Energy Corporation in Certain Major-Value Properties in the United States,
Effective December 31, 2002, for Disclosure to the Securities and Exchange
Commission, Williamson Project 2.8923." We also consent to the reference to us
under the heading "Experts" in such Registration Statement.


/s/ Williamson Petroleum Consultants, Inc.
- ------------------------------------------
    Williamson Petroleum Consultants, Inc.

Midland, Texas
April 4, 2003

EX-23.3

                                                                    Exhibit 23.3


                        [RYDER SCOTT COMPANY LETTERHEAD]

                      CONSENT OF RYDER SCOTT COMPANY, L.P.

As independent oil and gas consultants, Ryder Scott Company, L.P., hereby
consents to the incorporation by reference in this Registration Statement on
Form S-4, to be filed with the Securities and Exchange Commission on or about
April 7, 2003, of information from our reserve report dated February 25, 2003,
entitled "Chesapeake Energy Corporation--Estimated Future Reserves and Income
Attributable to Certain Leasehold Interests as of December 31, 2002." We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.



/s/ Ryder Scott Company, L.P.
- -----------------------------
    Ryder Scott Company, L.P.

Houston, Texas
April 4, 2003

EX-23.4

                                                                    Exhibit 23.4


                  [LEE KEELING AND ASSOCIATES, INC. LETTERHEAD]

                   CONSENT OF LEE KEELING AND ASSOCIATES, INC.

As independent oil and gas consultants, Lee Keeling and Associates, Inc. hereby
consents to the incorporation by reference in the Chesapeake Energy Corporation
Registration Statement on Form S-4 to be filed on or about April 7, 2003, of
information from our reserve report with respect to the oil and gas reserves of
Chesapeake Energy Corporation dated February 21, 2003 and entitled "Appraisal
Oil and Gas Properties Interests Owned by Chesapeake Energy Corporation Selected
Properties Constant Prices and Expenses Effective Date January 1, 2003." We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.

LEE KEELING AND ASSOCIATES, INC.

By: /s/ Kenneth Renberg
- ---------------------------------------
        Kenneth Renberg, Vice President

Tulsa, Oklahoma
April 4, 2003

EX-23.5

                                                                    Exhibit 23.5

              [NETHERLAND, SEWELL AND ASSOCIATES, INC. LETTERHEAD]

               CONSENT OF NETHERLAND, SEWELL AND ASSOCIATES, INC.

     As independent oil and gas consultants, Netherland, Sewell And Associates,
Inc. hereby consents to the incorporation by reference in the Chesapeake Energy
Corporation Registration Statement on Form S-4 to be filed on or about April 7,
2003, of information from our reserve report with respect to the oil and gas
reserves of Chesapeake Energy Corporation dated March 8, 2003 and entitled
"Estimate of Reserves and Future Revenue to the Chesapeake Energy Corporation
Interest in Certain Oil and Gas Properties located in Oklahoma and Texas as of
December 31, 2002, Based on Constant Prices and Costs in accordance with
Securities And Exchange Commission Guidelines." We also consent to the reference
to us under the heading "Experts" in such Registration Statement.



NETHERLAND, SEWELL AND ASSOCIATES, INC.

/s/ Frederick D. Sewell
- ----------------------------------------
    Frederick D. Sewell
    Chairman and Chief Executive Officer


Dallas, Texas
April 4, 2003

EX-25.1

                                                                    Exhibit 25.1

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                                SECTION 305(b)(2)

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

                New York                                     13-5160382
        (State of incorporation                          (I.R.S. employer
         if not a national bank)                        identification no.)

    One Wall Street, New York, N.Y.                            10286
(Address of principal executive offices)                    (Zip code)

                          CHESAPEAKE ENERGY CORPORATION
                          -----------------------------
               (Exact name of obligor as specified in its charter)

               Oklahoma                                     73-1395733
    (State or other jurisdiction of                      (I.R.S. employer
     incorporation or organization)                    identification No.)

       6100 North Western Avenue
        Oklahoma City, Oklahoma                               73118
(Address of principal executive offices)                    (Zip code)

                          7.50 % Senior Notes due 2013
                       (Title of the indenture securities)


                                       1






1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

      ----------------------------------------     -----------------------------
                     Name                                     Address
      ----------------------------------------     -----------------------------

      Superintendent of Banks of the                 2 Rector Street,
      State of New York                              New York, N.Y. 10006, and
                                                     Albany, N.Y. 12203

      Federal Reserve Bank of New York               33 Liberty Plaza,
                                                     New York, N.Y.  10045

      Federal Deposit Insurance Corporation          Washington, D.C.  20429

      New York Clearing House Association            New York, New York   10005

     (b)  Whether it is authorized to exercise corporate trust powers. Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 and rule 24 of the Commission's
     Rules of Practice.

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No.1 to Form T-1,
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)


                                       2






     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Bank of New York, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of New York, and State of New York, on the 7th day of April, 2003.

                                       THE BANK OF NEW YORK



                                       By: /s/ Louis P. Young
                                          --------------------------------
                                               Louis P. Young
                                               Vice President

                                       3





                                                                       EXHIBIT 7

- --------------------------------------------------------------------------------

                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30,
2002, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.



                                                                                              Dollar Amounts
ASSETS                                                                                         In Thousands
                                                                                               
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin                                             $3,735,469
   Interest-bearing balances                                                                       3,791,026
Securities:
   Held-to-maturity securities                                                                     1,140,688
   Available-for-sale securities                                                                  15,232,384
Federal funds sold in domestic offices                                                             1,286,657
Securities purchased under agreements to resell                                                    1,035,718
Loans and lease financing receivables:
   Loans and leases held for sale                                                                    869,285
   Loans and leases, net of unearned
     income                                                     34,695,130
   LESS: Allowance for loan and
     lease losses                                                  645,382
   Loans and leases, net of unearned
     income and allowance                                                                         34,049,748
Trading Assets                                                                                     9,044,881
Premises and fixed assets (including capitalized
   leases)                                                                                           823,722
Other real estate owned                                                                                  778
Investments in unconsolidated subsidiaries and
   associated companies                                                                              226,274
Customers' liability to this bank on acceptances
   outstanding                                                                                       249,803
Intangible assets
   Goodwill                                                                                        1,852,232
   Other intangible assets                                                                            54,714
Other assets                                                                                       4,961,572
                                                                                                 -----------
Total assets                                                                                     $78,354,951
                                                                                                 ===========






LIABILITIES

Deposits:
                                                                                            
   In domestic offices                                                                           $32,962,289
   Noninterest-bearing                                             12,792,415
   Interest-bearing                                                20,169,874
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs                                                                       24,148,516
   Noninterest-bearing                                                445,725
   Interest-bearing                                                23,702,791
Federal funds purchased in domestic
  offices                                                                                            959,287
Securities sold under agreements to repurchase                                                       491,806
Trading liabilities                                                                                2,916,377
Other borrowed money:
   (includes mortgage indebtedness and obligations
   under capitalized leases)                                                                       1,691,634
Bank's liability on acceptances executed and
   outstanding                                                                                       251,701
Subordinated notes and debentures                                                                  2,090,000
Other liabilities                                                                                  5,815,688
                                                                                                 -----------
Total liabilities                                                                                $71,327,298
                                                                                                 ===========

Minority interest in consolidated subsidiaries                                                       500,019

EQUITY CAPITAL

Perpetual preferred stock and related
   surplus                                                                                                 0
Common stock                                                                                       1,135,284
Surplus                                                                                            1,056,724
Retained earnings                                                                                  4,218,003
Accumulated other comprehensive income                                                             (117,623)
Other equity capital components                                                                            0
Total equity capital                                                                               6,527,634
                                                                                                 -----------
Total liabilities minority interest and equity capital                                           $78,354,951
                                                                                                 ===========






     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                      Thomas J. Mastro,
                                  Senior Vice President and Comptroller

     We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.

Thomas A. Renyi         )
Gerald L. Hassell       )        Directors
Alan R. Griffith        )