POSASR

As filed with the Securities and Exchange Commission on February 13, 2012

Registration No. 333-168509

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 2

to

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Chesapeake Energy Corporation*

(Exact name of registrant as specified in its charter)

Oklahoma	73-1395733
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

(405) 848-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jennifer M. Grigsby

Senior Vice President, Treasurer and

Corporate Secretary

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

(405) 848-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Michael S. Telle

Bracewell & Giuliani LLP

711 Louisiana Street, Suite 2300

Houston, Texas 77002-2770

(713) 221-1327

(713) 221-2113 (fax)

Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    x

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

If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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.    ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    x

If this Form is a post–effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered/ proposed maximum offering price per security/ proposed maximum offering price/ amount of registration fee(1)
Debt Securities	—
Guarantees of Debt Securities(2)	—

(1) This registration statement registers an unspecified amount of the identified securities. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee.

(2) Subsidiaries of Chesapeake Energy Corporation may fully and unconditionally guarantee on an unsecured basis the debt securities of Chesapeake Energy Corporation. In accordance with Rule 457(n), no separate fee is payable with respect to the guarantees of the debt securities being registered.

* Includes certain subsidiaries of Chesapeake Energy Corporation identified below.

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 Energy Marketing, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma	73-1439175
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Chesapeake E&P Holding Corporation

(Exact name of registrant as specified in its charter)

Oklahoma	27-4485832
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Chesapeake NG Ventures Corporation

(Exact name of registrant as specified in its charter)

Oklahoma	45-2354177
(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)

CHK Holdings Corporation

(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)

Winter Moon Energy Corporation

(Exact name of registrant as specified in its charter)

Oklahoma	26-1939483
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Chesapeake AEZ Exploration, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	27-2151081
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Chesapeake Appalachia, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	20-3774650
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Chesapeake-Clements Acquisition, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	20-8716794
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Chesapeake Exploration, 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)

Chesapeake Land Development Company, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	20-2099392
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Chesapeake Plaza, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	26-2692888
(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)

Chesapeake VRT, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	20-8380083
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

EMLP, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	27-0581428
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Empress, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	26-2809898
(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)

MC Louisiana Minerals, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	26-3057487
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

MC Mineral Company, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	61-1448831
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

MidCon Compression, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	20-0299525
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

MKR Holdings, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma	26-4272581
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Northern Michigan Exploration Company, L.L.C.

(Exact name of registrant as specified in its charter)

Michigan	27-2462483
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Ventura, LLC

(Exact name of registrant as specified in its charter)

Oklahoma	20-4181817
(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)

Empress Louisiana Properties, L.P.

(Exact name of registrant as specified in its charter)

Texas	20-1993109
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

EXPLANATORY NOTE

This Registration Statement on Form S-3 (Registration No. 333-168509) of Chesapeake Energy Corporation (the “Company”) and its subsidiary guarantor registrants (the “Registration Statement”) is being amended to (i) add Chesapeake NG Ventures Corporation and MKR Holdings, L.L.C., both subsidiaries of the Company, as co-registrants that are, or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under this Registration Statement, (ii) reflect the conversion and name change of Winter Moon Energy Company, L.L.C. to Winter Moon Energy Corporation and (iii) reflect the name change of Ventura Refining and Transmission, LLC to Ventura, LLC. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth all expenses payable by Chesapeake Energy Corporation (also referred to as the “Company” or “Chesapeake” in this Part II of the registration statement) in connection with the issuance and distribution of the securities. All the amounts shown are estimates, except the registration fee.

Securities and Exchange Commission registration fee	$*
Fees and expenses of accountants	†
Fees and expenses of legal counsel	†
Printing expenses	†
Miscellaneous	†
Total	$†

* Under SEC Rule 456(b) and 457(r), the SEC registration fee will be paid at the time of any particular offering of securities under the registration statement, and is therefore not currently determinable.

† Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that the Company anticipates it will incur in connection with the offering of debt securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the debt securities being offered will be included in the applicable prospectus supplement.

Item 15. Indemnification of Directors and Officers.

Section 1031 of the Oklahoma General Corporation Act, under which Chesapeake is incorporated, permits, and in some circumstances requires, Chesapeake to indemnify its directors and officers. Article VIII of the Certificate of Incorporation of Chesapeake and Article VI of the Bylaws of Chesapeake provide for indemnification of directors and officers under certain circumstances. As permitted by the Oklahoma General Corporation Act and Chesapeake’s Certificate of Incorporation and Bylaws, Chesapeake also maintains insurance on behalf of its directors and officers against liability arising out of their status as such. The foregoing indemnity provisions, together with director and officer insurance and 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, as amended (the “Securities Act”).

Chesapeake’s Certificate of Incorporation and Bylaws provide for indemnification of each of Chesapeake’s officers and directors against 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 such 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 interests of Chesapeake, and with respect to any criminal action, the person seeking indemnification had no reasonable cause to believe that the conduct was unlawful. Chesapeake’s Certificate of Incorporation and Bylaws also provide for indemnification of each of Chesapeake’s officers and directors against 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. To be entitled to such 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 interests 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 to be 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.

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, subject to certain exceptions, 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

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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.

Item16. Exhibits.

The following documents are filed as exhibits to this registration statement:

1.1**	—	Form of Underwriting Agreement.
4.1**	—	Indenture, dated as of August 2, 2010, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.2**	—	Form of Supplemental Indenture.
4.3**	—	Form of Senior Note of Chesapeake Energy Corporation (included in the Form of Supplemental Indenture filed as Exhibit 4.2 hereto).
4.5**	—	First Supplemental Indenture, dated as of August 17, 2010, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.2 to Chesapeake’s Form 8-A filed on September 24, 2010).
4.6**	—	Second Supplemental Indenture, dated as of August 17, 2010, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.3 to Chesapeake’s Form 8-A filed on September 24, 2010).
4.7**	—	Third Supplemental Indenture, dated as of December 13, 2010, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.8**	—	Fourth Supplemental Indenture, dated as of February 7, 2011, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.9	—	Fifth Supplemental Indenture, dated as of February11, 2011, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.2 to Chesapeake’s Form 8-A filed on February 22, 2011).
4.10*	—	Sixth Supplemental Indenture, dated as of March 23, 2011, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.11*	—	Seventh Supplemental Indenture, dated as of October 25, 2011, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.12*	—	Eighth Supplemental Indenture, dated as of February 10, 2012, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
5.1**	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered.
5.2**	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered by that certain Post-Effective Amendment No. 1 to Form S-3 filed with the Commission on February 8, 2011.
5.3*	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered by this Post-Effective Amendment No. 2 to Form S-3.
12.1	—	Computation of Ratios of Earnings to Fixed Charges (incorporated herein by reference to Exhibit 12 to Chesapeake’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2011).
23.1*	—	Consent of PricewaterhouseCoopers LLP
23.2*	—	Consent of Netherland, Sewell & Associates, Inc.

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23.3*	—	Consent of Data & Consulting Services Division of Schlumberger Technology Corporation
23.4*	—	Consent of Lee Keeling and Associates, Inc.
23.5*	—	Consent of Ryder Scott Company, L.P.
23.6*	—	Consent of Bracewell & Giuliani LLP (contained in Exhibit 5.3).
24.1**	—	Powers of Attorney (contained on the signature pages to the original Registration Statement).
24.2**	—	Power of Attorney (Eisbrenner).
24.3*	—	Power of Attorney (Simpson).
25.1**	—	Form T-1 Statement of Eligibility and Qualification of Trustee.

* Filed herewith.

** Previously filed as an Exhibit to the Registration Statement.

Item 17. Undertakings.

(a) The undersigned 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:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) 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 a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) 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;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(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 the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a

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registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) That portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (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.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the 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, the 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 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and 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 this 13th day of February, 2012.

CHESAPEAKE ENERGY CORPORATION
By:	/S/    AUBREY K. MCCLENDON
	Aubrey K. McClendon
	Chairman of the Board and Chief Executive Officer

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.

/S/    AUBREY K. MCCLENDON	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	February 13, 2012
Aubrey K. McClendon
/S/    DOMENIC J. DELL’OSSO, JR.	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 13, 2012
Domenic J. Dell’Osso, Jr.
/S/    MICHAEL A. JOHNSON	Senior Vice President –Accounting, Controller and Chief Accounting Officer (Principal Accounting Officer)	February 13, 2012
Michael A. Johnson
/S/    RICHARD K. DAVIDSON*	Director	February 13, 2012
Richard K. Davidson
/S/    KATHLEEN M. EISBRENNER*	Director	February 13, 2012
Kathleen M. Eisbrenner
/S/    V. BURNS HARGIS*	Director	February 13, 2012
V. Burns Hargis
/S/    FRANK KEATING*	Director	February 13, 2012
Frank Keating
/S/    CHARLES T. MAXWELL*	Director	February 13, 2012
Charles T. Maxwell
/S/    MERRILL A. MILLER, JR. *	Director	February 13, 2012
Merrill A. Miller, Jr.
/S/    DON NICKLES*	Director	February 13, 2012
Don Nickles
/S/    LOUIS A. SIMPSON*	Director	February 13, 2012
Louis A. Simpson

*By:	/S/    JENNIFER M. GRIGSBY
	Jennifer M. Grigsby, Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each a “Corporation”) 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 February 13, 2012.

CHESAPEAKE ENERGY LOUISIANA CORPORATION

CHESAPEAKE ENERGY MARKETING, INC.

CHESAPEAKE E&P HOLDING CORPORATION

CHESAPEAKE NG VENTURES CORPORATION

CHESAPEAKE OPERATING, INC.

CHK HOLDINGS CORPORATION

WINTER MOON ENERGY CORPORATION

By:	/S/    DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 (Principal Executive Officer) and Director of each Corporation	February 13, 2012
Aubrey K. McClendon
/S/    DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of each Corporation	February 13, 2012
/S/    STEVEN C. DIXON	Director of each Corporation	February 13, 2012
Steven C. Dixon

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each a “CE LLC”) 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 February 13, 2012.

CHESAPEAKE AEZ EXPLORATION, L.L.C. CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C. GOTHIC PRODUCTION, L.L.C.
By:	Chesapeake Exploration, L.L.C., its Sole Manager
By:	Chesapeake E&P Holding Corporation, its Sole Manager
By:	/S/    DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) of     each CE LLC and Director of Chesapeake E&P     Holding Corporation, the Sole Manager of     Chesapeake Exploration, L.L.C., the Sole Manager of     each CE LLC	February 13, 2012
/S/    DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer     (Principal Financial and Accounting Officer) of each     CE LLC	February 13, 2012
/S/    STEVEN C. DIXON	Director of Chesapeake E&P Holding Corporation, the	February 13, 2012
Steven C. Dixon	Sole Manager of Chesapeake Exploration, L.L.C., the     Sole Manager of each CE LLC

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each a “COI LLC”) 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 February 13, 2012.

CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C. CHESAPEAKE PLAZA, L.L.C. CHESAPEAKE VRT, L.L.C.
By:	Chesapeake Operating, Inc.,
	its Sole Manager
NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.
By:	Chesapeake Operating, Inc.,
	its Sole Member
By:	/S/    DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 AUBREY K. MCCLENDON	Chief Executive Officer (Principal Executive Officer)     of each COI LLC and Director of Chesapeake     Operating, Inc., the Sole Manager or Sole Member,     as applicable, of each COI LLC	February 13, 2012
/S/    DOMENIC J. DELL’OSSO, JR. DOMENIC J. DELL’OSSO, JR.	Executive Vice President and Chief Financial Officer     (Principal Financial and Accounting Officer) of each     COI LLC	February 13, 2012
/S/    STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Operating, Inc., the Sole     Manager or Sole Member, as applicable, of each COI     LLC	February 13, 2012

II-8

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 February 13, 2012.

CHESAPEAKE APPALACHIA, L.L.C.
By:	Chesapeake Energy Corporation,
	its Sole Manager
By:	/S/    DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive     Officer) of Chesapeake Appalachia, L.L.C. and     Director of Chesapeake Energy Corporation, the     Sole Manager of Chesapeake Appalachia, L.L.C.	February 13, 2012
/S/    DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial     Officer (Principal Financial and Accounting     Officer) of Chesapeake Appalachia, L.L.C.	February 13, 2012
*	Director of Chesapeake Energy Corporation, the     Sole Manager of Chesapeake Appalachia, L.L.C.	February 13, 2012
Richard K. Davidson
*	Director of Chesapeake Energy Corporation, the     Sole Manager of Chesapeake Appalachia, L.L.C.	February 13, 2012
Kathleen M. Eisbrenner
*	Director of Chesapeake Energy Corporation, the     Sole Manager of Chesapeake Appalachia, L.L.C.	February 13, 2012
V. Burns Hargis
*	Director of Chesapeake Energy Corporation, the     Sole Manager of Chesapeake Appalachia, L.L.C.	February 13, 2012
Frank Keating
*	Director of Chesapeake Energy Corporation, the     Sole Manager of Chesapeake Appalachia, L.L.C.	February 13, 2012
Charles T. Maxwell
*	Director of Chesapeake Energy Corporation, the     Sole Manager of Chesapeake Appalachia, L.L.C.	February 13, 2012
Merrill A. Miller, Jr.
*	Director of Chesapeake Energy Corporation, the     Sole Manager of Chesapeake Appalachia, L.L.C.	February 13, 2012
Don Nickles

II-9

Signature	Capacity	Date
*	Director of Chesapeake Energy Corporation, the Sole     Manager of Chesapeake Appalachia, L.L.C.	February 13, 2012
Louis A. Simpson

*By:	/S/    JENNIFER M. GRIGSBY
	Jennifer M. Grigsby, Attorney-in-Fact

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 February 13, 2012.

MKR HOLDINGS, L.L.C.
By:	Chesapeake Appalachia, L.L.C., its Sole Manager
By:	Chesapeake Energy Corporation, its Sole Manager
By:	/s/ DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) of MKR Holdings, L.L.C. and Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C, the Sole Manager of MKR Holdings, L.L.C.	February 13, 2012
/S/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of MKR Holdings, L.L.C.	February 13, 2012
* Richard K. Davidson	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	February 13, 2012
* Kathleen M. Eisbrenner	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	February 13, 2012
* V. Burns Hargis	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	February 13, 2012
* Frank Keating	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	February 13, 2012
* Charles T. Maxwell	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	February 13, 2012

II-11

Signature	Capacity	Date
* Merrill A. Miller, Jr.	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	February 13, 2012
* Don Nickles	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	February 13, 2012
* Louis A. Simpson	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	February 13, 2012

*By:	/S/ JENNIFER M. GRIGSBY
	Jennifer M. Grigsby, Attorney-in-Fact

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each an “E&P LLC”)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 February 13, 2012.

CHESAPEAKE EXPLORATION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. MC MINERAL COMPANY, L.L.C.
By:	Chesapeake E&P Holding Corporation, its Sole Manager
By:	/s/ DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) of each E&P LLC and Director of Chesapeake E&P Holding Corporation, the Sole Manager of each E&P LLC	February 13, 2012
/S/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of each E&P LLC	February 13, 2012
/S/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake E&P Holding Corporation, the Sole Manager of each E&P LLC	February 13, 2012

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 February 13, 2012.

EMPRESS, L.L.C.
MC LOUISIANA MINERALS, L.L.C.
By:	Chesapeake Energy Louisiana Corporation, its Sole Manager
By:	/s/ DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) of each of Empress, L.L.C. and MC Louisiana Minerals, L.L.C. and Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of each of Empress, L.L.C. and MC Louisiana Minerals, L.L.C.	February 13, 2012
/S/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of each of Empress, L.L.C. and MC Louisiana Minerals, L.L.C.	February 13, 2012
/S/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of each of Empress, L.L.C. and MC Louisiana Minerals, L.L.C.	February 13, 2012

II-14

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 February 13, 2012.

MIDCON COMPRESSION, L.L.C.
By:	Chesapeake Energy Marketing, Inc.,
	its Sole Manager
By:	/S/ DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) of MidCon Compression, L.L.C. and Director of Chesapeake Energy Marketing, Inc., the Sole Manager of MidCon Compression, L.L.C.	February 13, 2012
/S/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of MidCon Compression, L.L.C.	February 13, 2012
/S/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Energy Marketing, Inc., the Sole Manager of MidCon Compression, L.L.C.	February 13, 2012

II-15

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 February 13, 2012.

VENTURA, LLC
By:	Chesapeake VRT, L.L.C.,
	its Sole Member
By:	Chesapeake Operating, Inc.,
	its Sole Manager
By:	/S/ DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) of Ventura, LLC and Director of Chesapeake Operating, Inc., the Sole Manager of Chesapeake VRT, L.L.C., the Sole Member of Ventura, LLC	February 13, 2012
/S/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of Ventura, LLC	February 13, 2012
/S/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Operating, Inc., the Sole Manager of Chesapeake VRT, L.L.C., the Sole Member of Ventura, LLC	February 13, 2012

II-16

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 February 13, 2012.

CHESAPEAKE LOUISIANA, L.P.
By:	Chesapeake Operating, Inc.,
	its General Partner
By:	/S/ DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) and Director of Chesapeake Operating, Inc., the General Partner of Chesapeake Louisiana, L.P.	February 13, 2012
/S/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of Chesapeake Operating, Inc., the General Partner of Chesapeake Louisiana, L.P.	February 13, 2012
/S/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Operating, Inc., the General Partner of Chesapeake Louisiana, L.P.	February 13, 2012

II-17

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 February 13, 2012.

EMPRESS LOUISIANA PROPERTIES, L.P.
By:	EMLP, L.L.C.,
	its General Partner
By:	Empress, L.L.C.,
	its Sole Manager
By:	Chesapeake Energy Louisiana Corporation,
	its Sole Manager
By:	/S/ DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) of EMLP, L.L.C., the General Partner of Empress Louisiana Properties, L.P., and Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of Empress, L.L.C., the Sole Manager of EMLP, L.L.C., the General Partner of Empress Louisiana Properties, L.P.	February 13, 2012
/S/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of EMLP, L.L.C., the General Partner of Empress Louisiana Properties, L.P.	February 13, 2012
/S/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of Empress, L.L.C., the Sole Manager of EMLP, L.L.C., the General Partner of Empress Louisiana Properties, L.P.	February 13, 2012

II-18

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 February 13, 2012.

EMLP, L.L.C
By:	Empress, L.L.C.,
	its Sole Manager
By:	Chesapeake Energy Louisiana Corporation,
	its Sole Manager
By:	/S/ DOMENIC J. DELL’OSSO, JR.
	Domenic J. Dell’Osso, Jr. Executive Vice President and Chief Financial Officer

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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) of EMLP, L.L.C. and Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of Empress, L.L.C., the Sole Manager of EMLP, L.L.C.	February 13, 2012
/S/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of EMLP, L.L.C.	February 13, 2012
/S/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of Empress, L.L.C., the Sole Manager of EMLP, L.L.C.	February 13, 2012

II-19

INDEX TO EXHIBITS

1.1**	—	Form of Underwriting Agreement.
4.1**	—	Indenture, dated as of August 2, 2010, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.2**	—	Form of Supplemental Indenture.
4.3**	—	Form of Senior Note of Chesapeake Energy Corporation (included in the Form of Supplemental Indenture filed as Exhibit 4.2 hereto).
4.5**	—	First Supplemental Indenture, dated as of August 17, 2010, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.2 to Chesapeake’s Form 8-A filed on September 24, 2010).
4.6**	—	Second Supplemental Indenture, dated as of August 17, 2010, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.3 to Chesapeake’s Form 8-A filed on September 24, 2010).
4.7**	—	Third Supplemental Indenture, dated as of December 13, 2010, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.8**	—	Fourth Supplemental Indenture, dated as of February 7, 2011, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.9	—	Fifth Supplemental Indenture, dated as of February11, 2011, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.2 to Chesapeake’s Form 8-A filed on February 22, 2011).
4.10*	—	Sixth Supplemental Indenture, dated as of March 23, 2011, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.11*	—	Seventh Supplemental Indenture, dated as of October 25, 2011, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.12*	—	Eighth Supplemental Indenture, dated as of February 10, 2012, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
5.1**	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered.
5.2**	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered by that certain Post-Effective Amendment No. 1 to Form S-3 filed with the Commission on February 8, 2011.
5.3*	—	Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered by this Post-Effective Amendment No. 2 to Form S-3.
12.1	—	Computation of Ratios of Earnings to Fixed Charges (incorporated herein by reference to Exhibit 12 to Chesapeake’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2011).
23.1*	—	Consent of PricewaterhouseCoopers LLP
23.2*	—	Consent of Netherland, Sewell & Associates, Inc.
23.3*	—	Consent of Data & Consulting Services Division of Schlumberger Technology Corporation
23.4*	—	Consent of Lee Keeling and Associates, Inc.
23.5*	—	Consent of Ryder Scott Company, L.P.
23.6*	—	Consent of Bracewell & Giuliani LLP (contained in Exhibit 5.3).
24.1**	—	Powers of Attorney (contained on the signature pages to the original Registration Statement).
24.2**	—	Power of Attorney (Eisbrenner).
24.3*	—	Power of Attorney (Simpson).
25.1**	—	Form T-1 Statement of Eligibility and Qualification of Trustee.

* Filed herewith.

** Previously filed as an Exhibit to the Registration Statement.

II-20

EX-4.10

Exhibit 4.10

CHESAPEAKE ENERGY CORPORATION

and

the Subsidiary Guarantors named herein

6.875% SENIOR NOTES DUE 2018,

6.625% SENIOR NOTES DUE 2020,

AND

6.125% SENIOR NOTES DUE 2021

SIXTH SUPPLEMENTAL INDENTURE

DATED AS OF MARCH 23, 2011

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of March 23, 2011, is among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee.

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors a party thereto, and the Trustee entered into an Indenture, dated as of August 2, 2010, as supplemented prior to the date hereof (the “Indenture”), pursuant to which the Company has originally issued $600,000,000 in principal amount of 6.875% Senior Notes due 2018, $1,400,000,000 in principal amount of 6.625% Senior Notes due 2020, and $1,000,000,000 in principal amount of 6.125% Senior Notes due 2021 (the “Notes”);

WHEREAS, Section 9.01(7) of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture without notice to or consent of any Holder to reflect the addition of any Subsidiary Guarantor, as provided for in the Indenture;

WHEREAS, the Board of Directors of the Company has designated MKR Holdings, L.L.C., an Oklahoma limited liability company, and Performance Technologies, L.L.C., an Oklahoma limited liability company, as Subsidiary Guarantors of the Company; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the bylaws (or comparable constituent documents) of the Company, of the Subsidiary Guarantors and of the Trustee necessary to make this Sixth Supplemental Indenture a valid instrument legally binding on the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Sixth Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Sixth Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee.

ARTICLE 2

Section 2.01. From this date, in accordance with Section 10.04 of the Indenture and by executing this Sixth Supplemental Indenture, MKR Holdings, L.L.C. and Performance Technologies, L.L.C. are subject to the provisions of the Indenture as Subsidiary Guarantors to the extent provided for in Article Ten thereunder.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Sixth Supplemental Indenture. This Sixth Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in

- 2 -

the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee makes no representations as to the validity or sufficiency of this Sixth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and Subsidiary Guarantors and not of the Trustee.

Section 3.03. The Company hereby notifies the Trustee that MKR Holdings, L.L.C. and Performance Technologies, L.L.C. have been designated by the Board of Directors of the Company as Subsidiary Guarantors (as that term is defined in the Indenture).

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

Section 3.05. The parties may sign any number of copies of this Sixth Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[SIGNATURE PAGES FOLLOW]

- 3 -

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed, all as of the date first written above.

/s/ JENNIFER M. GRIGSBY

Jennifer M. Grigsby

Senior Vice President, Treasurer & Corporate Secretary of the Company and of the Subsidiaries listed below:

Corporate Subsidiaries:

CHESAPEAKE E&P HOLDING CORPORATION

CHESAPEAKE ENERGY LOUISIANA CORPORATION

CHESAPEAKE ENERGY MARKETING, INC.

CHK HOLDINGS CORPORATION

DIAMOND Y ENTERPRISE, INCORPORATED

GENE D. YOST & SON, INC.

LA LAND ACQUISITION CORPORATION

CHESAPEAKE OPERATING, INC.,

On behalf of itself, and as general partner of the following limited partnership:

CHESAPEAKE LOUISIANA, L.P.

Limited Liability Company Subsidiaries:

CHESAPEAKE AEZ EXPLORATION, L.L.C.

CHESAPEAKE APPALACHIA, L.L.C.

CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.

CHESAPEAKE EXPLORATION, L.L.C.

CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.

CHESAPEAKE PLAZA, L.L.C.

CHESAPEAKE ROYALTY, L.L.C.

CHESAPEAKE VRT, L.L.C.

COMPASS MANUFACTURING, L.L.C.

EMPRESS, L.L.C.

GOTHIC PRODUCTION, L.L.C.

GREAT PLAINS OILFIELD RENTAL, L.L.C.

HAWG HAULING & DISPOSAL, LLC

HODGES TRUCKING COMPANY, L.L.C.

MC LOUISIANA MINERALS, L.L.C.

- 4 -

MC MINERAL COMPANY, L.L.C.

MIDCON COMPRESSION, L.L.C.

MKR HOLDINGS, L.L.C.

NOMAC DRILLING, L.L.C.

NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.

PERFORMANCE TECHNOLOGIES, L.L.C.

VENTURA REFINING AND TRANSMISSION, LLC

WINTER MOON ENERGY COMPANY, L.L.C.

EMLP, L.L.C.

On behalf of itself, and as general partner of the following limited partnership:

EMPRESS LOUISIANA PROPERTIES, L.P.

- 5 -

TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ LINDA GARCIA
Name: Linda Garcia
Title: Vice President

- 6 -

EX-4.11

Exhibit 4.11

CHESAPEAKE ENERGY CORPORATION

and

the Subsidiary Guarantors named herein

6.875% SENIOR NOTES DUE 2018,

6.625% SENIOR NOTES DUE 2020,

AND

6.125% SENIOR NOTES DUE 2021

SEVENTH SUPPLEMENTAL INDENTURE

DATED AS OF OCTOBER 25, 2011

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 25, 2011, is among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee.

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors a party thereto, and the Trustee entered into an Indenture, dated as of August 2, 2010, as supplemented prior to the date hereof (the “Indenture”), pursuant to which the Company has originally issued $600,000,000 in principal amount of 6.875% Senior Notes due 2018, $1,400,000,000 in principal amount of 6.625% Senior Notes due 2020, and $1,000,000,000 in principal amount of 6.125% Senior Notes due 2021 (the “Notes”);

WHEREAS, Section 9.01(7) of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture without notice to or consent of any Holder to reflect the release of any Subsidiary Guarantor, as provided for in the Indenture;

WHEREAS, each of Gene D. Yost & Son, Inc., an Oklahoma corporation, Diamond Y Enterprise, Incorporated, a Pennsylvania corporation, and Hawg Hauling & Disposal, LLC, a Delaware limited liability company (each individually, a “Merged Subsidiary Guarantor”, and collectively, the “Merged Subsidiary Guarantors”), has merged with and into a Subsidiary Guarantor or other Person in accordance with Section 10.03 of the Indenture, and pursuant to Section 10.03 the Merged Subsidiary Guarantors are released and relieved of any obligation under their Guarantees, and the Company has taken all actions required to effect the releases, pursuant to Sections 10.03 and 10.05 of the Indenture.

WHEREAS, each of Compass Manufacturing, L.L.C., an Oklahoma limited liability company, Great Plains Oilfield Rental, L.L.C., an Oklahoma limited liability company, Hodges Trucking Company, L.L.C., an Oklahoma limited liability company, Nomac Drilling, L.L.C., an Oklahoma limited liability company, and Performance Technologies, L.L.C., an Oklahoma limited liability company (each individually, a “Released Subsidiary Guarantor”, and collectively, the “Released Subsidiary Guarantors”) has ceased to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor and thus, pursuant to Section 10.05 of the Indenture, each Released Subsidiary Guarantor has been deemed released from all of its Guarantee and related obligations in the Indenture without any further action by the Trustee, the Company or such Released Subsidiary Guarantor; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the bylaws (or comparable constituent documents) of the Company, of the Subsidiary Guarantors and of the Trustee necessary to make this Seventh Supplemental Indenture a valid instrument legally binding on the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

- 2 -

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Seventh Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Seventh Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee.

ARTICLE 2

Section 2.01. As a result of the merger of the Merged Subsidiary Guarantors, with and into a Subsidiary Guarantor or other authorized Person, which constitutes a merger with a Subsidiary Guarantor or Person under Section 10.03 of the Indenture, each Merged Subsidiary Guarantor has for all purposes been released as a Subsidiary Guarantor from all of its Guarantee and related obligations in the Indenture, pursuant to Section 10.05 of the Indenture. The notation on the Securities relating to the Guarantee shall be deemed to exclude the name of each Merged Subsidiary Guarantor and the signature of an Officer of each such Merged Subsidiary Guarantor on its behalf.

Section 2.02. In accordance with Section 10.05 of the Indenture, the release of the Released Subsidiary Guarantors is evidenced by this Seventh Supplemental Indenture. The notation on the Securities relating to the Guarantee shall be deemed to exclude the name of each Released Subsidiary Guarantor and the signature of an Officer of each such Released Subsidiary Guarantor on its behalf.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Seventh Supplemental Indenture. This Seventh Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee makes no representations as to the validity or sufficiency of this Seventh Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Subsidiary Guarantors and not of the Trustee.

- 3 -

Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SEVENTH SUPPLEMENTAL INDENTURE.

Section 3.04. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[SIGNATURE PAGES FOLLOW]

- 4 -

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed, all as of the date first written above.

/s/ JENNIFER M. GRIGSBY

Jennifer M. Grigsby

Senior Vice President, Treasurer & Corporate

Secretary of the Company and of the

Subsidiaries listed below:

Corporate Subsidiaries:

CHESAPEAKE E&P HOLDING CORPORATION

CHESAPEAKE ENERGY LOUISIANA CORPORATION

CHESAPEAKE ENERGY MARKETING, INC.

CHK HOLDINGS CORPORATION

LA LAND ACQUISITION CORPORATION

CHESAPEAKE OPERATING, INC.,

On behalf of itself, and as general partner of the

following limited partnership:

CHESAPEAKE LOUISIANA, L.P.

Limited Liability Company Subsidiaries:

CHESAPEAKE AEZ EXPLORATION, L.L.C.

CHESAPEAKE APPALACHIA, L.L.C.

CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.

CHESAPEAKE EXPLORATION, L.L.C.

CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.

CHESAPEAKE PLAZA, L.L.C.

CHESAPEAKE ROYALTY, L.L.C.

CHESAPEAKE VRT, L.L.C.

EMPRESS, L.L.C.

GOTHIC PRODUCTION, L.L.C.

MC LOUISIANA MINERALS, L.L.C.

MC MINERAL COMPANY, L.L.C.

MIDCON COMPRESSION, L.L.C.

MKR HOLDINGS, L.L.C.

NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.

VENTURA REFINING AND TRANSMISSION, LLC

WINTER MOON ENERGY COMPANY, L.L.C.

EMLP, L.L.C.

On behalf of itself, and as general partner of the

following limited partnership:

EMPRESS LOUISIANA PROPERTIES, L.P.

- 5 -

TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ LINDA GARCIA
Name:	Linda Garcia
Title:	Vice President

- 6 -

EX-4.12

Exhibit 4.12

CHESAPEAKE ENERGY CORPORATION

and

the Subsidiary Guarantors named herein

6.875% SENIOR NOTES DUE 2018,

6.625% SENIOR NOTES DUE 2020,

AND

6.125% SENIOR NOTES DUE 2021

EIGHTH SUPPLEMENTAL INDENTURE

DATED AS OF FEBRUARY 10, 2012

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

THIS EIGHTH SUPPLEMENTAL INDENTURE, dated as of February 10, 2012, is among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as Trustee.

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors a party thereto, and the Trustee entered into an Indenture, dated as of August 2, 2010, as supplemented prior to the date hereof (the “Indenture”), pursuant to which the Company has originally issued $600,000,000 in principal amount of 6.875% Senior Notes due 2018, $1,400,000,000 in principal amount of 6.625% Senior Notes due 2020, and $1,000,000,000 in principal amount of 6.125% Senior Notes due 2021 (the “Notes”);

WHEREAS, Section 9.01(7) of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture without notice to or consent of any Holder to reflect the release or addition of any Subsidiary Guarantor, as provided for in the Indenture;

WHEREAS, LA Land Acquisition Corporation, a Delaware corporation, has merged with and into a Subsidiary Guarantor in accordance with Section 10.02 of the Indenture, and pursuant to Section 10.02 LA Land Acquisition Corporation is released and relieved of any obligation under its Guarantee, and the Company has taken all actions required to effect the release, pursuant to Sections 10.02 and 10.05 of the Indenture;

WHEREAS, Chesapeake NG Ventures Corporation, an Oklahoma corporation, has guaranteed other Indebtedness of the Company or a Subsidiary Guarantor in excess of a De Minimis Guaranteed Amount, and as a result, the Company is obligated under the Indenture to cause Chesapeake NG Ventures Corporation to become a Subsidiary Guarantor of the Company; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the bylaws (or comparable constituent documents) of the Company, of the Subsidiary Guarantors and of the Trustee necessary to make this Eighth Supplemental Indenture a valid instrument legally binding on the Company, the Subsidiary Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

- 2 -

ARTICLE 1

Section 1.01. This Eighth Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Eighth Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee.

ARTICLE 2

Section 2.01. As a result of the merger of LA Land Acquisition Corporation with and into a Subsidiary Guarantor, which constitutes a merger under Section 10.02 of the Indenture, LA Land Acquisition Corporation has for all purposes been released as a Subsidiary Guarantor from all of its Guarantee and related obligations in the Indenture, pursuant to Section 10.05 of the Indenture. The notation on the Securities relating to the Guarantee shall be deemed to exclude the name of LA Land Acquisition Corporation and the signature of an Officer of LA Land Acquisition Corporation on its behalf.

Section 2.02. From this date, in accordance with Section 10.03 of the Indenture and by executing this Eighth Supplemental Indenture, Chesapeake NG Ventures Corporation is subject to the provisions of the Indenture as a Subsidiary Guarantor to the extent provided for in Article Ten thereunder.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Eighth Supplemental Indenture. This Eighth Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee makes no representations as to the validity or sufficiency of this Eighth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Subsidiary Guarantors and not of the Trustee.

Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS EIGHTH SUPPLEMENTAL INDENTURE.

- 3 -

Section 3.04. The parties may sign any number of copies of this Eighth Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[SIGNATURE PAGES FOLLOW]

- 4 -

IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed, all as of the date first written above.

/s/ JENNIFER M. GRIGSBY

Jennifer M. Grigsby

Senior Vice President, Treasurer & Corporate

Secretary of the Company and of the Subsidiaries listed below:

Corporate Subsidiaries:

CHESAPEAKE E&P HOLDING CORPORATION

CHESAPEAKE ENERGY LOUISIANA CORPORATION

CHESAPEAKE ENERGY MARKETING, INC

CHESAPEAKE NG VENTURES CORPORATION

CHK HOLDINGS CORPORATION

WINTER MOON ENERGY CORPORATION

CHESAPEAKE OPERATING, INC.,

On behalf of itself, and as general partner of the following limited partnership:

CHESAPEAKE LOUISIANA, L.P.

Limited Liability Company Subsidiaries:

CHESAPEAKE AEZ EXPLORATION, L.L.C.

CHESAPEAKE APPALACHIA, L.L.C.

CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.

CHESAPEAKE EXPLORATION, L.L.C.

CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.

CHESAPEAKE PLAZA, L.L.C.

CHESAPEAKE ROYALTY, L.L.C.

CHESAPEAKE VRT, L.L.C.

EMPRESS, L.L.C.

GOTHIC PRODUCTION, L.L.C.

MC LOUISIANA MINERALS, L.L.C.

MC MINERAL COMPANY, L.L.C.

MIDCON COMPRESSION, L.L.C.

MKR HOLDINGS, L.L.C.

NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.

VENTURA, LLC

- 5 -

EMLP, L.L.C.

On behalf of itself, and as general partner of the following limited partnership:

EMPRESS LOUISIANA PROPERTIES, L.P.

- 6 -

TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ LINDA GARCIA

Name:	Linda Garcia
Title:	Vice President

- 7 -

EX-5.3

Exhibit 5.3

BRACEWELL & GIULIANI LLP

711 Louisiana Street, Suite 2300

Houston, Texas 77002

February 13, 2012

Chesapeake Energy Corporation

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Ladies and Gentlemen:

We have acted as special counsel to Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and certain of its subsidiaries in connection with the preparation of the Registration Statement No. 333-168509 on Form S-3 (the “Initial Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on August 3, 2010, the Post-Effective Amendment No. 1 to the Initial Registration Statement filed with the Commission on February 8, 2011 (“Amendment No.1”) and the Post-Effective Amendment No. 2 to the Initial Registration Statement filed with the Commission on the date hereof (“Amendment No. 2,” and together with the Initial Registration Statement and Amendment No. 1, the “Registration Statement”) relating to the offer and sale from time to time, pursuant to Rule 415 under the Securities Act, of (i) an indeterminate principal amount of debt securities of the Company (“Debt Securities”), in one or more series, and (ii) the guarantees (the “Guarantees”) of the Company’s obligations under the Debt Securities by one or more subsidiaries of the Company identified in the Registration Statement (the “Subsidiary Guarantors”). The Debt Securities and the Guarantees are referred to herein collectively as the “Securities”.

We have also participated in the preparation of the Prospectus (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, dated as of August 2, 2010, by and among the Company, the Subsidiary Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, as supplemented through the date hereof (the “Indenture”), filed as an exhibit to the Registration Statement, (iii) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement, and (iv) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinion hereafter expressed. As to any facts material to the opinion contained herein, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

In connection with rendering the opinion set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct; (ii) all signatures on

all documents examined by us are genuine; (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iv) the Registration Statement, and any amendments thereto (including Amendment No. 1, Amendment No. 2 and any other post-effective amendments), will have become effective and comply with all applicable laws; (v) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended; (vi) a supplement to the Prospectus (a “Prospectus Supplement”) will have been prepared and filed with the Commission describing the Securities offered thereby; (vii) a supplemental indenture relating to the Securities, will be duly authorized, executed and delivered by the parties thereto in accordance with the Indenture; (viii) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (ix) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement; (x) the Company and the Subsidiary Guarantors are duly incorporated or organized under the laws of and are validly existing and in good standing under the laws of their respective jurisdictions of incorporation or organization; and (xi) each person signing the supplemental indenture relating to a series of Securities will have the legal capacity and authority to do so.

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that when (i) the Company, and as applicable, any Subsidiary Guarantors, have taken all necessary action to establish the form and terms of any Securities and to authorize and approve the issuance of such Securities, the terms of the offering thereof and related matters and (ii) the Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon payment of the consideration therefor as provided for in the applicable definitive purchase, underwriting or similar agreement, such Securities will be validly issued and will constitute legally binding obligations of the Company and such Subsidiary Guarantors, enforceable against the Company and such Subsidiary Guarantors in accordance with their terms, except as such enforcement is subject to (a) bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and (b) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (1) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (2) concepts of good faith, reasonableness, fair dealing and materiality.

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.

The foregoing opinion is limited to the contract laws of the State of New York and the applicable federal laws of the United States of America and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. The opinions expressed herein is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

-2-

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

/s/ BRACEWELL & GIULIANI LLP

Bracewell & Giuliani LLP

-3-

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to the Registration Statement (No. 333-168509) on Form S-3 of Chesapeake Energy Corporation of our report dated March 1, 2011 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Chesapeake Energy Corporation’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 1, 2011.

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Tulsa, Oklahoma

February 10, 2012

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent oil and gas consultants, Netherland, Sewell & Associates, Inc. hereby consents to the incorporation by reference in this Post-Effective Amendment No. 2 to the Registration Statement No. 333-168509 on Form S-3 of Chesapeake Energy Corporation of all references to our firm and information from our reserves report dated February 11, 2011, entitled “Estimate of Reserves and Future Revenue to the Chesapeake Energy Corporation Interest in Certain Oil and Gas Properties located in the United States as of December 31, 2010”, included in or made a part of the Chesapeake Energy Corporation Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 1, 2011. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ C. H. SCOTT REES III
	C.H. (Scott) Rees III, P.E.
	Chairman and Chief Executive Officer

Dallas, Texas

February 13, 2012

EX-23.3

Exhibit 23.3

CONSENT OF DATA & CONSULTING SERVICES

DIVISION OF SCHLUMBERGER TECHNOLOGY CORPORATION

As independent oil and gas consultants, Data & Consulting Services Division of Schlumberger Technology Corporation hereby consents to the incorporation by reference in this Post-Effective Amendment No. 2 to the Registration Statement No. 333-168509 on Form S-3 of Chesapeake Energy Corporation of all references to our firm and information from our reserves report dated 1 February 2011, entitled “Reserve and Economic Evaluation of Proved Reserves of Certain Chesapeake Energy Corporation Eastern Division Oil and Gas Interests as of 31 December 2010”, included in or made part of the Chesapeake Energy Corporation Annual Report on Form 10-K for the year ended 31 December 2010 filed on 1 March 2011. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

DATA & CONSULTING SERVICES DIVISION OF SCHLUMBERGER TECHNOLOGY CORPORATION
By:	/s/ CHARLES M. BOYER II
	Charles M. Boyer II, PG, CPG Advisor – Unconventional Reservoirs Pittsburgh GPE Manager

Pittsburgh, Pennsylvania

13 February 2012

EX-23.4

Exhibit 23.4

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 this Post-Effective Amendment No. 2 to the Registration Statement No. 333-168509 on Form S-3 of all references to our firm and information from our reserves report dated February 11, 2011, entitled “Estimated Reserves and Future Net Revenue Oil and Gas Properties Interests Owned by Chesapeake Energy Corporation Selected Properties Constant Prices and Expenses”, included in or made a part of the Chesapeake Energy Corporation Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 1, 2011. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ LEE KEELING AND ASSOCIATES, INC.

Lee Keeling and Associates, Inc.

Tulsa, Oklahoma

February 10, 2012

EX-23.5

Exhibit 23.5

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 Post-Effective Amendment No. 2 to the Registration Statement No. 333-168509 on Form S-3 of Chesapeake Energy Corporation of all references to our firm and information from our reserves report dated February 2, 2011, entitled “Chesapeake Energy Corporation Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters as of December 31, 2010”, included in or made a part of the Chesapeake Energy Corporation Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 1, 2011. 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.

TBPE Registration No. F-1580

Houston, Texas

February 13, 2012

EX-24.3

Exhibit 24.3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Louis A. Simpson, hereby constitute and appoint Aubrey K. McClendon, Domenic J. Dell’Osso, Jr. and Jennifer M. Grigsby, and each of them, either one of whom may act without joinder of the other, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign any or all post-effective amendments to the Registration Statement No. 333-168509 on Form S-3 of Chesapeake Energy Corporation (including any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

By:	/s/ LOUIS A. SIMPSON
	Louis A. Simpson

February 12, 2012