Exhibit 4.18.2
CHESAPEAKE ENERGY
CORPORATION
and
the Subsidiary Guarantors named
herein
9.50% SENIOR NOTES DUE
2015
SECOND SUPPLEMENTAL
INDENTURE
DATED AS OF MARCH 31,
2009
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
THIS SECOND SUPPLEMENTAL INDENTURE,
dated as of March 31, 2009, 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 February 2, 2009, (the
“Indenture” ), pursuant to which the Company has
originally issued $1,000,000,000 in principal amount of 9.50%
Senior Notes due 2015 (the “Notes” );
and
WHEREAS, Section 9.01(3) of the
Indenture provides that the Company, the Subsidiary Guarantors and
the Trustee may amend or supplement the Indenture without notice to
or consent of any Holder to reflect the addition of any Subsidiary
Guarantor, as provided for in the Indenture;
WHEREAS, the Board of Directors of
the Company has designated Chesapeake-Clements Acquisition, L.L.C.,
an Oklahoma limited liability company (“Clements”),
Compass Manufacturing, L.L.C., an Oklahoma limited liability
company (“Compass”), and Great Plains Oilfield Rental,
L.L.C., an Oklahoma limited liability company (“Great
Plains”), as Subsidiary Guarantors of the Company;
and
WHEREAS, all acts and things
prescribed by the Indenture, by law and by the charter and the
bylaws (or comparable constituent documents) of the Company, of the
Subsidiary Guarantors and of the Trustee necessary to make this
Second Supplemental Indenture a valid instrument legally binding on
the Company, the Subsidiary Guarantors and the Trustee, in
accordance with its terms, have been duly done and
performed;
NOW, THEREFORE, to comply with the
provisions of the Indenture and in consideration of the above
premises, the Company, the Subsidiary Guarantors and the Trustee
covenant and agree for the equal and proportionate benefit of the
respective Holders of the Notes as follows:
ARTICLE 1
Section 1.01
. This Second 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 Second Supplemental Indenture
shall become effective immediately upon its execution and delivery
by each of the Company, the Subsidiary Guarantors and the
Trustee.
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