CHESAPEAKE ENERGY CORP (Form: POSASR, Received: 03/18/2013 07:33:53)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on March 18, 2013

Registration No. 333-168509

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 3

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

Jennifer M. Grigsby

Senior Vice President, Treasurer and

Corporate Secretary

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)

(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.

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.

Arkansas Midstream Gas Services Corp.

(Exact name of registrant as specified in its charter)

Arkansas

20-8306047

(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 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 Energy Holdings, Inc.

(Exact name of registrant as specified in its charter)

Texas

46-1772347

(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)

AMGS, L.L.C.

(Exact name of registrant as specified in its charter)

Arkansas

26-2105945

(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 Midstream Development, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

46-1179116

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Midstream Holdings, L.L.C.

(Exact name of registrant as specified in its charter)

Delaware

27-0868590

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Chesapeake Midstream Management, L.L.C.

(Exact name of registrant as specified in its charter)

Delaware

26-2096548

(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)

Chesapeake West Texas Gathering, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

38-3871845

(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)

GSF, L.L.C.

(Exact name of registrant as specified in its charter)

Oklahoma

26-2762867

(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 Arkansas Midstream Gas Services Corp., AMGS, L.L.C., Chesapeake Midstream Development, L.L.C., Chesapeake Midstream Holdings, L.L.C., Chesapeake Midstream Management, L.L.C., Chesapeake West Texas Gathering, L.L.C., CHK Energy Holdings, Inc. and GSF, L.L.C., all 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 and (ii) remove CHK Holdings Corporation and Gothic Production, L.L.C. as subsidiary guarantors from the registration statement because each entity has merged into another guarantor. 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 or proceeding, 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 or suit was decided has determined, despite the adjudication of liability, 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.

Item 16.

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).

4.4**		—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).

4.5**		—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).

4.6**		—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.

4.7**		—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.

4.8**		—Fifth Supplemental Indenture, dated as of February 11, 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).

4.9**		—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.

4.10**		—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.

4.11**		—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.

4.12		—Ninth Supplemental Indenture, dated February 16, 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 (incorporated herein by reference to Exhibit 4.2 to Chesapeake’s Form 8-A filed on February 24, 2012).

4.13*		—Tenth Supplemental Indenture, dated June 29, 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.

4.14*		—Eleventh Supplemental Indenture, dated October 15, 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.

4.15*		—Twelfth Supplemental Indenture, dated December 20, 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.

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4.16*		—Thirteenth Supplemental Indenture, dated December 28, 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.

4.17*		—Fourteenth Supplemental Indenture, dated March 18, 2013, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and Deutsche Bank Trust Company Americas, 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 that certain Post-Effective Amendment No. 2 to Form S-3 filed with the Commission on February 13, 2012.

5.4*		—Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered by this Post-Effective Amendment No. 3 to Form S-3.

12.1		—Computation of Ratios of Earnings to Fixed Charges (incorporated herein by reference to Exhibit 12 to Chesapeake’s annual report on Form 10-K for the year ended December 31, 2012).

23.1*		—Consent of PricewaterhouseCoopers LLP

23.2*		—Consent of Netherland, Sewell & Associates, Inc.

23.3*		—Consent of PetroTechnical Services, Division of Schlumberger Technology Corporation

23.4*		—Consent of Ryder Scott Company, L.P.

23.5*		—Consent of Bracewell & Giuliani LLP (contained in Exhibit 5.4).

24.1**		—Powers of Attorney (contained on the signature pages to the original Registration Statement).

24.2**		—Power of Attorney (Simpson).

24.3*		—Power of Attorney (Dunham).

24.4*		—Power of Attorney (Alexander).

24.5*		—Power of Attorney (Intrieri).

24.6*		—Power of Attorney (Martin).

24.7*		—Power of Attorney (Poses).

24.8*		—Power of Attorney (Raspino).

25.1**		—Form T-1 Statement of Eligibility and Qualification of Trustee (The Bank of New York Mellon Trust Company, N.A.).

25.2***		—Form T-1 Statement of Eligibility of Trustee (Deutsche Bank Trust Company Americas).

*	Filed herewith.

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

***	To be filed separately under electronic form type 305B2.

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

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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 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.

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(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 18th day of March, 2013.


CHESAPEAKE ENERGY CORPORATION

By:		/ S / AUBREY K. MCCLENDON
		Aubrey K. McClendon
		President 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 Aubrey K. McClendon	President and Chief Executive Officer (Principal Executive Officer)	March 18, 2013

/s/ DOMENIC J. DELL’OSSO, JR. Domenic J. Dell’Osso, Jr.	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 18, 2013

/s/ MICHAEL A. JOHNSON Michael A. Johnson	Senior Vice President – Accounting, Controller and Chief Accounting Officer (Principal Accounting Officer)	March 18, 2013

* Archie W. Dunham	Chairman of the Board	March 18, 2013

* Bob G. Alexander	Director	March 18, 2013

* Vincent J. Intrieri	Director	March 18, 2013

* R. Brad Martin	Director	March 18, 2013

* Merrill A. Miller, Jr.	Director	March 18, 2013

* Fredric M. Poses	Director	March 18, 2013

* Louis A. Raspino	Director	March 18, 2013

* Louis A. Simpson	Director	March 18, 2013



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

II-6

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 March 18, 2013.


		ARKANSAS MIDSTREAM GAS SERVICES CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC.
		CHESAPEAKE E&P HOLDING CORPORATION
		CHESAPEAKE NG VENTURES CORPORATION CHESAPEAKE OPERATING, INC. CHK ENERGY HOLDINGS, INC.
		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 Aubrey K. McClendon	Chief Executive Officer (Principal Executive Officer) and Director of each Corporation	March 18, 2013

/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	March 18, 2013

/s/ STEVEN C. DIXON Steven C. Dixon	Director of each Corporation	March 18, 2013

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant below (each a “CMD 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 March 18, 2013.


AMGS, L.L.C. CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C.. CHESAPEAKE WEST TEXAS GATHERING, L.L.C.

By:		Chesapeake Midstream Development, L.L.C., its Sole Manager

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 each CMD LLC and Director of Chesapeake Operating, Inc., the Sole Manager of Chesapeake Midstream Development, L.L.C., the Sole Manager of each CMD LLC	March 18, 2013

/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 CMD LLC	March 18, 2013

/s/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Operating, Inc., the Sole Manager of Chesapeake Midstream Development, L.L.C., the Sole Manager of each CMD LLC	March 18, 2013

II-8

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 March 18, 2013.


CHESAPEAKE AEZ EXPLORATION, L.L.C. CHESAPEAKE-CLEMENTS ACQUISITION, 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	March 18, 2013

/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	March 18, 2013

/s/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake E&P Holding Corporation, the Sole Manager of Chesapeake Exploration, L.L.C., the Sole Manager of each CE LLC	March 18, 2013

II-9

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 March 18, 2013.


CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C. CHESAPEAKE MIDSTREAM DEVELOPMENT, L.L.C. CHESAPEAKE PLAZA, L.L.C. CHESAPEAKE VRT, L.L.C. By: Chesapeake Operating, Inc., its Sole Manager CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C. 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	March 18, 2013

/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	March 18, 2013

/s/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Operating, Inc., the Sole Manager or Sole Member, as applicable, of each COI LLC	March 18, 2013

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 March 18, 2013.


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.	March 18, 2013

/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.	March 18, 2013

* Archie W. Dunham	Chairman of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	March 18, 2013

* Bob G. Alexander	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C	March 18, 2013

* Vincent J. Inrieri	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	March 18, 2013

* R. Brad Martin	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	March 18, 2013

* Merrill A. Miller, Jr.	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	March 18, 2013

* Fredric M. Poses	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	March 18, 2013

II-11


Signature	Capacity	Date

* Louis A. Raspino	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	March 18, 2013

* Louis A. Simpson	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C.	March 18, 2013

*By:

/s/ JENNIFER M. GRIGSBY

Jennifer M. Grigsby,

Attorney-in-Fact

II-12

SIGNATURES


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.	March 18, 2013

/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.	March 18, 2013

* Archie W. Dunham	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	March 18, 2013

* Bob G. Alexander	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	March 18, 2013

* Vincent J. Inrieri	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	March 18, 2013

* R. Brad Martin	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	March 18, 2013

* 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.	March 18, 2013

II-13


Signature	Capacity	Date

* Fredric M. Poses	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	March 18, 2013

* Louis A. Raspino	Director of Chesapeake Energy Corporation, the Sole Manager of Chesapeake Appalachia, L.L.C., the Sole Manager of MKR Holdings, L.L.C.	March 18, 2013

* 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.	March 18, 2013

*By:

/s/ JENNIFER M. GRIGSBY

Jennifer M. Grigsby,

Attorney-in-Fact

II-14

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 March 18, 2013.


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	March 18, 2013

/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	March 18, 2013

/s/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake E&P Holding Corporation, the Sole Manager of each E&P LLC	March 18, 2013

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Registrant (each a “CELC 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 March 18, 2013.


EMPRESS, L.L.C. GSF, 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 CELC LLC and Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of each CELC LLC.	March 18, 2013

/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 CELC LLC.	March 18, 2013

/s/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Energy Louisiana Corporation, the Sole Manager of each CELC LLC.	March 18, 2013

II-16

SIGNATURES


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.	March 18, 2013

/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.	March 18, 2013

/s/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Energy Marketing, Inc., the Sole Manager of MidCon Compression, L.L.C.	March 18, 2013

II-17

SIGNATURES


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	March 18, 2013

/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	March 18, 2013

/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	March 18, 2013

II-18

SIGNATURES


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.	March 18, 2013

/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.	March 18, 2013

/s/ STEVEN C. DIXON Steven C. Dixon	Director of Chesapeake Operating, Inc., the General Partner of Chesapeake Louisiana, L.P.	March 18, 2013

II-19

SIGNATURES


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.	March 18, 2013

/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.	March 18, 2013

/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.	March 18, 2013

II-20

SIGNATURES


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.	March 18, 2018

/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.	March 18, 2018

/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.	March 18, 2018

II-21

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).

4.4**		—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).

4.5**		—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).

4.6**		—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.

4.7**		—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.

4.8**		—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).

4.9**		—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.

4.10**		—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.

4.11**		—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.

4.12		—Ninth Supplemental Indenture, dated February 16, 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 (incorporated herein by reference to Exhibit 4.2 to Chesapeake’s Form 8-A filed on February 24, 2012).

4.13*		—Tenth Supplemental Indenture, dated June 29, 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.

4.14*		—Eleventh Supplemental Indenture, dated October 15, 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.

4.15*		—Twelfth Supplemental Indenture, dated December 20, 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.

4.16*		—Thirteenth Supplemental Indenture, dated December 28, 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.

4.17*		—Fourteenth Supplemental Indenture, dated March 18, 2013, by and among Chesapeake Energy Corporation, the Subsidiary Guarantors named therein and Deutsche Bank Trust Company Americas, 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 that certain Post-Effective Amendment No. 2 to Form S-3 filed with the Commission on February 13, 2012.

II-22



5.4*		—Opinion of Bracewell & Giuliani LLP regarding the validity of the securities being registered by this Post-Effective Amendment No. 3 to Form S-3.

12.1		—Computation of Ratios of Earnings to Fixed Charges (incorporated herein by reference to Exhibit 12 to Chesapeake’s annual report on Form 10-K for the year ended December 31, 2012).

23.1*		—Consent of PricewaterhouseCoopers LLP

23.2*		—Consent of Netherland, Sewell & Associates, Inc.

23.3*		—Consent of PetroTechnical Services, Division of Schlumberger Technology Corporation

23.4*		—Consent of Ryder Scott Company, L.P.

23.5*		—Consent of Bracewell & Giuliani LLP (contained in Exhibit 5.4).

24.1**		—Powers of Attorney (contained on the signature pages to the original Registration Statement).

24.2**		—Power of Attorney (Simpson).

24.3*		—Power of Attorney (Dunham).

24.4*		—Power of Attorney (Alexander).

24.5*		—Power of Attorney (Intrieri).

24.6*		—Power of Attorney (Martin).

24.7*		—Power of Attorney (Poses).

24.8*		—Power of Attorney (Raspino).

25.1**		—Form T-1 Statement of Eligibility and Qualification of Trustee (The Bank of New York Mellon Trust Company, N.A.).

25.2***		—Form T-1 Statement of Eligibility of Trustee (Deutsche Bank Trust Company Americas).

*	Filed herewith.

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

***	To be filed separately under electronic form type 305B2.

II-23

Exhibit 4.13

CHESAPEAKE ENERGY CORPORATION

and

the Subsidiary Guarantors named herein

6.875% SENIOR NOTES DUE 2018,

6.625% SENIOR NOTES DUE 2020,

6.125% SENIOR NOTES DUE 2021,

AND

6.775% SENIOR NOTES DUE 2019

TENTH SUPPLEMENTAL INDENTURE

DATED AS OF JUNE 29, 2012

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

as Trustee

THIS TENTH SUPPLEMENTAL INDENTURE, dated as of June 29, 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, $1,000,000,000 in principal amount of 6.125% Senior Notes due 2021, and $1,300,000,000 in principal amount of 6.775% Senior Notes due 2019 (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, each of Chesapeake Midstream Management, L.L.C., a Delaware limited liability company, Chesapeake Midstream Development, L.P., a Delaware limited partnership, Chesapeake Midstream Operating, L.L.C., an Oklahoma limited liability company, Chesapeake Midstream Holdings, L.L.C., a Delaware limited liability company, AMGS, L.L.C., an Arkansas limited liability company, Arkansas Midstream Gas Services Corp., an Arkansas corporation, Chesapeake West Texas Gathering, L.L.C., an Oklahoma limited liability company, Chesapeake West Texas Processing, L.L.C., an Oklahoma limited liability company, Jackalope Gas Gathering Services, L.L.C., an Oklahoma limited liability company, Louisiana Midstream Gas Services, L.L.C., an Oklahoma limited liability company, Mid-America Midstream Gas Services, L.L.C., an Oklahoma limited liability company, Mid-Atlantic Gas Services, L.L.C., an Oklahoma limited liability company, Mockingbird Midstream Gas Services, L.L.C., an Oklahoma limited liability company, and Utica Gas Services, L.L.C., an Oklahoma limited liability company (collectively, the “ CMD Entities ”), 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 each of the CMD Entities 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 Tenth 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 Tenth 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 Tenth 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 Tenth Supplemental Indenture, each of the CMD Entities 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 Tenth Supplemental Indenture. This Tenth 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 Tenth 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 TENTH SUPPLEMENTAL INDENTURE.

Section 3.04 . The parties may sign any number of copies of this Tenth 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 Tenth 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:

ARKANSAS MIDSTREAM GAS SERVICES CORP.

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:

AMGS, L.L.C.

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 MIDSTREAM HOLDINGS, L.L.C.

CHESAPEAKE MIDSTREAM OPERATING, L.L.C.

CHESAPEAKE PLAZA, L.L.C.

CHESAPEAKE ROYALTY, L.L.C.

CHESAPEAKE VRT, L.L.C.

CHESAPEAKE WEST TEXAS GATHERING, L.L.C.

CHESAPEAKE WEST TEXAS PROCESSING, L.L.C.

EMPRESS, L.L.C.

JACKALOPE GAS GATHERING SERVICES, L.L.C.

- 4 -

GOTHIC PRODUCTION, L.L.C.

LOUISIANA MIDSTREAM GAS SERVICES, L.L.C.

MC LOUISIANA MINERALS, L.L.C.

MC MINERAL COMPANY, L.L.C.

MID-AMERICA MIDSTREAM GAS SERVICES, L.L.C.

MID-ATLANTIC GAS SERVICES, L.L.C.

MIDCON COMPRESSION, L.L.C.

MKR HOLDINGS, L.L.C.

MOCKINGBIRD MIDSTREAM GAS SERVICES, L.L.C.

NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.

UTICA GAS SERVICES, L.L.C.

VENTURA REFINING AND TRANSMISSION, LLC

CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.

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

CHESAPEAKE MIDSTREAM DEVELOPMENT, L.P.

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 -

Exhibit 4.14

CHESAPEAKE ENERGY CORPORATION

and

the Subsidiary Guarantors named herein

6.875% SENIOR NOTES DUE 2018,

6.625% SENIOR NOTES DUE 2020,

6.125% SENIOR NOTES DUE 2021,

AND

6.775% SENIOR NOTES DUE 2019

ELEVENTH SUPPLEMENTAL INDENTURE

DATED AS OF OCTOBER 15, 2012

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

as Trustee

THIS ELEVENTH SUPPLEMENTAL INDENTURE, dated as of October 15, 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, Chesapeake Midstream Development, L.L.C., an Oklahoma limited liability company, 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 Midstream Development, L.L.C. 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 Eleventh 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;

ARTICLE 1

Section 1.01 . This Eleventh 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 Eleventh Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee.

- 2 -

ARTICLE 2

Section 2.01 . From this date, in accordance with Section 10.04 of the Indenture and by executing this Eleventh Supplemental Indenture, Chesapeake Midstream Development, L.L.C. is subject to the provisions of the Indenture as a Subsidiary Guarantor to the extent provided for in Article Ten thereunder.

ARTICLE 3

Section 3.02 . 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 Eleventh Supplemental Indenture. This Eleventh 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 Eleventh 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 ELEVENTH SUPPLEMENTAL INDENTURE.

Section 3.04 . The parties may sign any number of copies of this Eleventh 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 Eleventh 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:

ARKANSAS MIDSTREAM GAS SERVICES CORP.

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:

AMGS, L.L.C.

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 MIDSTREAM HOLDINGS, L.L.C.

CHESAPEAKE MIDSTREAM OPERATING, L.L.C.

CHESAPEAKE PLAZA, L.L.C.

CHESAPEAKE ROYALTY, L.L.C.

CHESAPEAKE VRT, L.L.C.

CHESAPEAKE WEST TEXAS GATHERING, L.L.C.

CHESAPEAKE WEST TEXAS PROCESSING, L.L.C.

EMPRESS, L.L.C.

GOTHIC PRODUCTION, L.L.C.

- 4 -

LOUISIANA MIDSTREAM GAS SERVICES, L.L.C.

MC LOUISIANA MINERALS, L.L.C.

MC MINERAL COMPANY, L.L.C.

MID-AMERICA MIDSTREAM GAS SERVICES, L.L.C.

MID-ATLANTIC GAS SERVICES, L.L.C.

MIDCON COMPRESSION, L.L.C.

MKR HOLDINGS, L.L.C.

MOCKINGBIRD MIDSTREAM GAS SERVICES, L.L.C.

NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.

UTICA GAS SERVICES, L.L.C.

CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.

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

CHESAPEAKE MIDSTREAM DEVELOPMENT, L.P.

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/ TERESA PETTA
Name:		Teresa Petta
Title:		Vice President

- 6 -

Exhibit 4.15

CHESAPEAKE ENERGY CORPORATION

and

the Subsidiary Guarantors named herein

6.875% SENIOR NOTES DUE 2018,

6.625% SENIOR NOTES DUE 2020,

6.125% SENIOR NOTES DUE 2021,

AND

6.775% SENIOR NOTES DUE 2019

TWELFTH SUPPLEMENTAL INDENTURE

DATED AS OF DECEMBER 20, 2012

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

as Trustee

THIS TWELFTH SUPPLEMENTAL INDENTURE, dated as of December 20, 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 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, $1,000,000,000 in principal amount of 6.125% Senior Notes due 2021 and $1,300,000,000 in principal amount of 6.775% Senior Notes due 2019 (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 Chesapeake Midstream Operating, L.L.C., an Oklahoma limited liability company, Chesapeake West Texas Processing, L.L.C., an Oklahoma limited liability company, Jackalope Gas Gathering Services, L.L.C., an Oklahoma limited liability company, Louisiana Midstream Gas Services, L.L.C., an Oklahoma limited liability company, Mid-America Midstream Gas Services, L.L.C., an Oklahoma limited liability company, Mid-Atlantic Gas Services, L.L.C., an Oklahoma limited liability company, Mockingbird Midstream Gas Services, L.L.C., an Oklahoma limited liability company, and Utica Gas Services, 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 automatically released from all of its Guarantee and related obligations under the Indenture; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the bylaws (or comparable constituent documents) of the Company, of the Subsidiary Guarantors and of the Trustee necessary to make this Twelfth 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 -

ARTICLE 1

Section 1.01 . This Twelfth 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 Twelfth 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 . In accordance with Section 10.05 of the Indenture, the release of the Released Subsidiary Guarantors is evidenced by this Twelfth 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 3.02 . 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 Twelfth Supplemental Indenture. This Twelfth 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 Twelfth 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 TWELFTH SUPPLEMENTAL INDENTURE.

Section 3.04 . The parties may sign any number of copies of this Twelfth 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 Twelfth 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:

ARKANSAS MIDSTREAM GAS SERVICES CORP.

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:

AMGS, L.L.C.

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 MIDSTREAM DEVELOPMENT, L.L.C.

CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C.

CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.

CHESAPEAKE PLAZA, L.L.C.

CHESAPEAKE ROYALTY, L.L.C.

CHESAPEAKE VRT, L.L.C.

CHESAPEAKE WEST TEXAS GATHERING, L.L.C.

EMPRESS, L.L.C.

- 4 -

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.

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/ TERESA PETTA
Name:		Teresa Petta
Title:		Vice President

- 6 -

Exhibit 4.16

CHESAPEAKE ENERGY CORPORATION

and

the Subsidiary Guarantors named herein

6.875% SENIOR NOTES DUE 2018,

6.625% SENIOR NOTES DUE 2020,

6.125% SENIOR NOTES DUE 2021,

AND

6.775% SENIOR NOTES DUE 2019

THIRTEENTH SUPPLEMENTAL INDENTURE

DATED AS OF DECEMBER 28, 2012

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

as Trustee

THIS THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of December 28, 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, CHK Energy Holdings, Inc., a Texas corporation, and GSF, L.L.C., an Oklahoma limited liability company, have 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 CHK Energy Holdings, Inc. and GSF, L.L.C. to become 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 Thirteenth 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.

ARTICLE 1

Section 1.01 . This Thirteenth 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 Thirteenth Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Subsidiary Guarantors and the Trustee.

- 2 -

ARTICLE 2

Section 2.01 . From this date, in accordance with Section 10.04 of the Indenture and by executing this Thirteenth Supplemental Indenture, CHK Energy Holdings, Inc. and GSF, 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 3.02 . 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 Thirteenth Supplemental Indenture. This Thirteenth 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 Thirteenth 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 THIRTEENTH SUPPLEMENTAL INDENTURE.

Section 3.04 . The parties may sign any number of copies of this Thirteenth 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 Thirteenth 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:

ARKANSAS MIDSTREAM GAS SERVICES CORP.

CHESAPEAKE E&P HOLDING CORPORATION

CHESAPEAKE ENERGY LOUISIANA CORPORATION

CHESAPEAKE ENERGY MARKETING, INC.

CHESAPEAKE NG VENTURES CORPORATION

CHK ENERGY HOLDINGS, INC.

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:

AMGS, L.L.C.

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 MIDSTREAM DEVELOPMENT, L.L.C.

CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C.

CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C.

CHESAPEAKE PLAZA, L.L.C.

CHESAPEAKE ROYALTY, L.L.C.

CHESAPEAKE VRT, L.L.C.

CHESAPEAKE WEST TEXAS GATHERING, L.L.C.

EMPRESS, L.L.C.

- 4 -

GSF, 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.

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/ TERESA PETTA
Name:		Teresa Petta
Title:		Vice President

- 6 -

EXECUTION COPY

CHESAPEAKE ENERGY CORPORATION

as Issuer,

THE SUBSIDIARY GUARANTORS PARTY HERETO

as Subsidiary Guarantors,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Trustee

FOURTEENTH SUPPLEMENTAL INDENTURE

Dated March 18, 2013

To Indenture dated as of August 2, 2010

TABLE OF CONTENTS


		Page
ARTICLE 1	THE SERIES TRUSTEE		1

Section 1.1	Appointment of Series Trustee		1

Section 1.2	Eligibility of Series Trustee		2

Section 1.3	Registrar, Paying Agent and Conversion Agent		2

Section 1.4	Concerning the Trustees		2

Section 1.5	Notices		3

ARTICLE 2	MISCELLANEOUS PROVISIONS		3

Section 2.1	Recitals by the Company		3

Section 2.1	Ratification and Incorporation of Indenture		3

Section 2.3	Counterpart Originals		3

Section 2.4	Governing Law		4

Section 2.5	Severability		4

-i-

THIS FOURTEENTH SUPPLEMENTAL INDENTURE dated as of March 18, 2013 (this “ Supplemental Indenture ”), is among Chesapeake Energy Corporation, an Oklahoma corporation (the “ Company ”), the Subsidiary Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “ Series Trustee ”). Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Base Indenture (as defined below).

RECITALS:

WHEREAS, the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “ Existing Trustee ”) are parties to an Indenture, dated as of August 2, 2010 (the “ Base Indenture ,” as supplemented, the “ Indenture ”), providing for the issuance by the Company from time to time of its debentures, notes, bonds and other evidences of indebtedness, issued and to be issued in one or more series unlimited as to principal amount (the “ Securities ”), and the guarantee by each Subsidiary Guarantor of each such series of such Securities, the terms of which provide for such guarantee; and

WHEREAS, Section 7.08 of the Base Indenture permits the Company to appoint a separate Trustee for any one or more series of Securities; and

WHEREAS, pursuant to Section 9.01(5) of the Indenture, the Company and the Subsidiary Guarantors may amend or supplement the Indenture or the Securities of any series without notice to or consent of any Holder to evidence the acceptance or appointment by a separate Trustee with respect to one or more series of Securities; and

WHEREAS, the Company desires hereby to appoint the Series Trustee as Trustee under the Indenture so that the Series Trustee may henceforth serve as the Trustee with respect to, and only with respect to, one or more series of Securities issued on or after the date hereof; and

WHEREAS, the Existing Trustee shall remain the Trustee with respect to each series of Securities issued prior to the date hereof; and

WHEREAS, all things necessary have been done to make this Supplemental Indenture a legal, valid and binding agreement of the parties hereto, enforceable in accordance with its terms.

NOW, THEREFORE, in consideration of the agreements and obligations ser forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree that the following provisions shall supplement the Base Indenture:

ARTICLE 1

THE SERIES TRUSTEE

Section 1.1 Appointment of Series Trustee.

The Company hereby appoints the Series Trustee as Trustee under the Indenture with respect to, and only with respect to, each series of Securities so designated, and by execution

hereof the Series Trustee accepts such appointment. Pursuant to the Indenture, all the rights, powers, trusts and duties of the Trustee under the Base Indenture shall be vested in the Series Trustee with respect to each series of Securities for which the Series Trustee shall have been designated as the Trustee. Nothing in this Supplemental Indenture shall be construed to amend in any respect the rights, powers, trusts and duties of the Existing Trustee under the Indenture with respect to all of the series of Securities as to which it has served and continues to serve as Trustee. The Existing Trustee shall have no rights, powers, trusts and duties with respect to any series of Securities for which the Series Trustee is the Trustee.

Section 1.2 Eligibility of Series Trustee.

The Series Trustee hereby represents that it is qualified and eligible under the provisions of the Trust Indenture Act and the Base Indenture, including Section 7.10 thereof, to accept its appointment as Trustee with respect to each series of Securities for which it may be designated as Trustee under the Indenture and hereby accepts the appointment as such Trustee.

Section 1.3 Registrar, Paying Agent and Conversion Agent.

Unless otherwise expressly provided in connection with the establishment of a series of Securities, the Series Trustee shall serve as “Registrar,” “Paying Agent” and “Conversion Agent” with respect to each series of Securities for which it shall be designated as the Trustee.

Section 1.4 Concerning the Trustees.

The Series Trustee assumes no additional duties, responsibilities or liabilities by reason of this Supplemental Indenture other than as set forth in the Base Indenture and, in carrying out its responsibilities hereunder and thereunder, the Series Trustee shall have all of the rights, powers, privileges, protections, duties, immunities and obligations which it possesses under the Base Indenture. The Series Trustee shall not constitute a successor Trustee with respect to the Existing Trustee, and the Existing Trustee and the Series Trustee shall not constitute co-trustees. Nothing in this Supplemental Indenture shall be construed to create or impose any liability on the Existing Trustee for any acts or omissions of the Series Trustee. The Series Trustee shall have no liability for any acts or omissions of the Existing Trustee. The Existing Trustee shall continue to constitute a Trustee under the Base Indenture and may be appointed as the Trustee with respect to a series of Securities after the date hereof.

References in this Supplemental Indenture and in any supplemental indenture pursuant to which the terms of any Securities with respect to which the Series Trustee shall be the Trustee to sections of the Base Indenture that require or permit actions by the Trustee with respect to any such Securities shall be deemed to require or permit actions only by the Series Trustee and the Existing Trustee shall have no responsibility therefor.

In any series of Securities for which the Series Trustee serves as Trustee, express references in the Base Indenture to The Bank of New York Mellon Trust Company, N.A. shall be deemed to be references to the Series Trustee.

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Section 1.5 Notices.

Any notice or communication to the Company, any Subsidiary Guarantor or the Series Trustee or any Agent shall be sufficiently given if given in accordance with the Base Indenture, addressed as follows:

If to the Company or any Subsidiary Guarantor:

Chesapeake Energy Corporation

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

Attention: Assistant Treasurer

Fax: (405) 849-6119

If to the Series Trustee or any Agent:

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

Attention: Corporates Team - Chesapeake Energy Corporation

Fax: (732) 578-4635

The Company or any Subsidiary Guarantor or the Series Trustee or any Agent by notice to the other may designate additional or different addresses for subsequent notices or communications.

ARTICLE 2

MISCELLANEOUS PROVISIONS

Section 2.1 Recitals by the Company.

The recitals in this Supplemental Indenture are made by the Company only and not by the Existing Trustee or the Series Trustee.

Section 2.2 Ratification and Incorporation of Indenture.

As amended and supplemented hereby, the Indenture is in all respects ratified and confirmed, and the Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect to, and only with respect to, the series of Securities for which for which the Series Trustee shall be the Trustee.

Section 2.3 Counterpart Originals

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same instrument.

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Section 2.4 Governing Law

THIS SUPPLEMENTAL INDENTURE 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.

Section 2.5 Severability.

In case any provision of this Supplemental Indenture 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.

**********

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


COMPANY:
CHESAPEAKE ENERGY CORPORATION

By:		/s/ JENNIFER M. GRIGSBY
		Jennifer M. Grigsby
		Senior Vice President, Treasurer and Corporate Secretary

Signature Page to Fourteenth Supplemental Indenture


SUBSIDIARY GUARANTORS:

ARKANSAS MIDSTREAM GAS SERVICES CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC. CHESAPEAKE E&P HOLDING CORPORATION CHESAPEAKE NG VENTURES CORPORATION CHESAPEAKE OPERATING, INC. CHK ENERGY HOLDINGS, INC. WINTER MOON ENERGY CORPORATION AMGS, L.L.C. 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 MIDSTREAM DEVELOPMENT, L.L.C. CHESAPEAKE MIDSTREAM HOLDINGS, L.L.C. CHESAPEAKE MIDSTREAM MANAGEMENT, L.L.C. CHESAPEAKE PLAZA, L.L.C. CHESAPEAKE ROYALTY, L.L.C. CHESAPEAKE VRT, L.L.C. CHESAPEAKE WEST TEXAS GATHERING, L.L.C. EMLP, L.L.C. EMPRESS, L.L.C. GSF, 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. CHESAPEAKE LOUISIANA, L.P. By: Chesapeake Operating, Inc., its General Partner EMPRESS LOUISIANA PROPERTIES, L.P. By: EMLP, L.L.C., its General Partner

By:		/s/ JENNIFER M. GRIGSBY
		Jennifer M. Grigsby
		Senior Vice President, Treasurer and Corporate Secretary

Signature Page to Fourteenth Supplemental Indenture


TRUSTEE:
DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE

By:		DEUTSCHE BANK NATIONAL TRUST COMPANY

By:		/s/ LINDA REALE
Name:		Linda Reale
Title:		Vice President

By:		/s/ KENNETH R. RING
Name:		Kenneth R. Ring
Title:		Vice President

Signature Page to Fourteenth Supplemental Indenture

Exhibit 5.4

BRACEWELL & GIULIANI LLP

711 Louisiana Street, Suite 2300

Houston, Texas 77002

March 18, 2013

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”), the Post-Effective Amendment No. 2 to the Initial Registration Statement filed with the Commission on February 13, 2012 (“Amendment No. 2”) and the Post-Effective Amendment No. 3 to the Initial Registration Statement filed with the Commission on the date hereof (“Amendment No. 3,” and together with the Initial Registration Statement, Amendment No. 1 and Amendment No. 2, 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 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, Amendment No. 3 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 opinion 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 opinion 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 or the rules and regulations promulgated by the Commission thereunder.

/s/ BRACEWELL & GIULIANI LLP

Bracewell & Giuliani LLP

-3-

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 3 to the Registration Statement No. 333-168509 on Form S-3 of Chesapeake Energy Corporation of our report dated March 1, 2013 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, 2012.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma

March 18, 2013

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. 3 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 January 15, 2013, included in or made a part of the Chesapeake Energy Corporation Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on March 1, 2013. We also consent to the reference to us under the heading “Experts” in such Registration Statement.


NETHERLAND, SEWELL & ASSOCIATES, INC.

By:		/s/ G. LANCE BINDER
Name: G. Lance Binder, P.E.
Title: Executive Vice President

Dallas, Texas

March 18, 2013


PetroTechnical Services
Division of Schlumberger Technology Corporation
Two Robinson Plaza
Suite 200
Pittsburgh, PA 15205 USA
Tel: 412-787-5403
Fax: 412-787-2906

Exhibit 23.3

CONSENT OF PETROTECHNICAL SERVICES

DIVISION OF SCHLUMBERGER TECHNOLOGY CORPORATION

As independent oil and gas consultants, PetroTechnical Services Division of Schlumberger Technology Corporation hereby consents to the incorporation by reference in this Post-Effective Amendment No. 3 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 15 January 2013, entitled “Reserve and Economic Evaluation Of Proved Reserves Of Certain Chesapeake Energy Corporation Eastern Division Oil and Gas Interests as of 31 December 2012”, included in or made part of the Chesapeake Energy Corporation Annual Report on Form 10-K for the year ended 31 December 2012 filed on 1 March 2013. We also consent to the reference to us under the heading “Experts” in such Registration Statement.


PETROTECHNICAL SERVICES DIVISION OF SCHLUMBERGER TECHNOLOGY CORPORATION

By:		/s/ Charles M. Boyer II

Charles M. Boyer II, PG, CPG
Consulting Services Manager – NE Basin
Advisor – Unconventional Reservoirs

Pittsburgh, Pennsylvania

18 March 2013



TBPE REGISTERED ENGINEERING FIRM F-1580		FAX (713) 651-0849
1100 LOUISIANA SUITE 4600	HOUSTON, TEXAS 77002-5294	TELEPHONE (713) 651-9191

EXHIBIT 23.4

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. 3 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 January 16, 2013, entitled “Chesapeake energy Corporation Northern & Western Divisions estimated Future Reserves and Income Attributable to certain Leasehold and Royalty Interests SEC Parameters as of December 31, 2012”, included in or made a part of the Chesapeake Energy Corporation Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 1, 2013. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

RYDER SCOTT COMPANY, L.P.

TBPE Registration No. F-1580

Houston, Texas

March 18, 2013


SUITE 600, 1015 4TH STREET, S.W.	CALGARY, ALBERTA T2R 1J4	TEL (403) 262-2799	FAX (403) 262-2790
621 17TH STREET, SUITE 1550	DENVER, COLORADO 80293-1501	TEL (303) 623-9147	FAX (303) 623-4258

Exhibit 24.3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Archie W. Dunham, hereby constitute and appoint Aubrey K. McClendon, Domenic J. Dell’Osso, Jr. and Jennifer M. Grigsby, and each of them, any 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/ ARCHIE W. DUNHAM
		Archie W. Dunham

March 8, 2013

Exhibit 24.4

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Bob G. Alexander, hereby constitute and appoint Aubrey K. McClendon, Domenic J. Dell’Osso, Jr. and Jennifer M. Grigsby, and each of them, any 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/ BOB G. ALEXANDER
		Bob G. Alexander

March 8, 2013

Exhibit 24.5

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Vincent J. Intrieri, hereby constitute and appoint Aubrey K. McClendon, Domenic J. Dell’Osso, Jr. and Jennifer M. Grigsby, and each of them, any 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/ VINCENT J. INTRIERI
		Vincent J. Intrieri

March 8, 2013

Exhibit 24.6

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, R. Brad Martin, hereby constitute and appoint Aubrey K. McClendon, Domenic J. Dell’Osso, Jr. and Jennifer M. Grigsby, and each of them, any 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/ R. BRAD MARTIN
		R. Brad Martin

March 8, 2013

Exhibit 24.7

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Fredric M. Poses, hereby constitute and appoint Aubrey K. McClendon, Domenic J. Dell’Osso, Jr. and Jennifer M. Grigsby, and each of them, any 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/ FREDRIC M. POSES
		Fredric M. Poses

March 8, 2013

Exhibit 24.8

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Louis A. Raspino, hereby constitute and appoint Aubrey K. McClendon, Domenic J. Dell’Osso, Jr. and Jennifer M. Grigsby, and each of them, any 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. RASPINO
		Louis A. Raspino

March 8, 2013