FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 4.12.1

FIRST AMENDMENT

TO

EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of September 19, 2011 (but effective on the Effective Date, defined below) by and among Chesapeake Energy Corporation (the “Company”), Chesapeake Exploration, L.L.C. (the “Borrower”), Union Bank, N.A., as Administrative Agent (“Agent”), the other agents named herein, and the Lenders from time to time parties hereto (the “Lenders”).

W I T N E S S E T H:

WHEREAS, the Borrower, the Company, Agent and the Lenders entered into that certain Eighth Amended and Restated Credit Agreement dated as of December 2, 2010 (the “Original Agreement”), for the purpose and consideration therein expressed, whereby the Lenders became obligated to make loans and extend credit to the Borrower as therein provided;

WHEREAS, the Borrower has informed the Lenders that the Borrower proposes to enter into certain transactions in connection with an initial public offering of trust units of the Granite Wash Trust, as contemplated by the Granite Wash Trust Registration Statement (in each case as such terms are defined below); and

WHEREAS, the Borrower, the Company, Agent and Majority Lenders desire to amend the Original Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, in consideration of the loans and other credit which may hereafter be made by the Lenders to the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

DEFINITIONS AND REFERENCES

Section 1.1. Terms Defined in the Original Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment.

Section 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

“Amendment Documents” means this Amendment, the Consent and Agreement of the Guarantors relating to this Amendment, and all other documents or instruments delivered in connection herewith or therewith.

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“Credit Agreement” means the Original Agreement as amended hereby.

ARTICLE II.

AMENDMENT TO ORIGINAL AGREEMENT

Section 2.1. Definitions.

(a) Upon the Effective Date as defined herein, the following definitions are hereby added to Section 1.1 of the Original Agreement in correct alphabetical order to read as follows:

“Granite Wash Trust” means Chesapeake Granite Wash Trust, a statutory trust formed under the laws of the State of Delaware.

“Granite Wash Trust Registration Statement” means that certain Form S-1 and Form S-3 Registration Statement filed by the Granite Wash Trust and the Company with the SEC as Registration No. 333-175395, as amended.

“Qualifying Royalty Trust” means a statutory trust formed by a Group Member for the purpose of consummating a Qualifying Royalty Trust Transaction, including the Granite Wash Trust described in the Granite Wash Trust Registration Statement.

“Qualifying Royalty Trust AMI Properties” means the oil and gas properties owned by a Group Member that are burdened by the overriding royalty interests constituting a Qualifying Royalty Trust Transaction or that are within an area of mutual interest designated at the time of the Qualifying Royalty Trust Transaction to be subject to any Lien to secure the obligations to a Qualifying Royalty Trust to drill and develop oil and gas xxxxx burdened by such overriding royalty interests.

“Qualifying Royalty Trust Transaction” means (a) the grant of term and/or perpetual overriding royalty interests in oil and gas properties of a Group Member to a Qualifying Royalty Trust formed by a Group Member with respect to which units are sold by such Qualifying Royalty Trust pursuant to an effective registration statement filed with the SEC (including the Granite Wash Trust Registration Statement), (b) the obligations of a Group Member to drill and develop certain oil and gas xxxxx burdened by such overriding royalty interests, which obligations may be secured by a lien on a Group Member’s interest in the applicable Qualifying Royalty Trust AMI Properties, and (c) agreements between a Group Member and such Qualifying Royalty Trust (and the transactions under such agreements) providing for the operation of the oil and gas xxxxx burdened by such overriding royalty interests, for administrative services for the Qualifying Royalty Trust and for registration rights of Group Members and for other transactions incidental to the foregoing; provided that (i) Qualifying Royalty Trust AMI Properties shall not be included in satisfying the Borrower’s obligations under this Agreement to provide Collateral or to maintain Unencumbered Assets and shall not be included in the determination of the Borrowing Base and (ii) no Default or Event of Default shall have occurred and be continuing or shall result therefrom.

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(b) Upon the Effective Date as defined herein, the definition of “Subsidiary” in Section 1.1 of the Original Agreement is hereby amended to add the following sentence at the end thereof:

For the avoidance of doubt, a Qualifying Royalty Trust shall not constitute a “Subsidiary” of the Company.

Section 2.2. Qualifying Transaction Information. Upon the Effective Date as defined herein, Section 2.14 of the Original Agreement is hereby amended by adding the following Section 2.14(j):

(j) The Borrower shall provide the Administrative Agent (i) such information as the Administrative Agent may reasonably request regarding any proposed Qualifying Royalty Trust, including compliance with the requirements contained in the definition of Qualifying Royalty Trust Transaction, and (ii) in connection with the closing of a Qualifying Royalty Trust, a certificate of a Responsible Officer of the Borrower certifying compliance with the requirements contained in the definition of Qualifying Royalty Trust Transaction.

Section 2.3. Liens. Upon the Effective Date as defined herein, Section 7.3 of the Original Agreement is hereby amended by deleting the word “and” from the end of subsection (n), inserting the word “and” at the end of subsection (o), and inserting a new subsection (p) to read as follows:

“(p) Liens securing a Group Member’s obligations to drill and develop xxxxx in respect of a Qualifying Royalty Trust Transaction; provided that such Liens are limited to the related Qualifying Royalty Trust AMI Properties.

Section 2.4. Transactions with Affiliates. Upon the Effective Date as defined herein, Section 7.9 of the Original Agreement is hereby amended by replacing the word “or” immediately before clause (y) with a comma and adding a new clause (z) to read as follows:

“or (z) any Qualifying Royalty Trust Transaction.”

ARTICLE III.

CONDITIONS OF EFFECTIVENESS

Section 3.1. Conditions to Effectiveness of Amendment. This Amendment shall become effective when and only when the Administrative Agent shall have received executed counterparts of this Amendment from the Majority Lenders and the following conditions precedent have been satisfied (the date such conditions are so satisfied herein called the “Effective Date”):

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(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance satisfactory to the Administrative Agent:

(i) counterparts of the Amendment Documents executed by the applicable Loan Parties sufficient in number for recordation, as applicable, and distribution to the Administrative Agent and the Borrower.

(ii) a certificate on behalf of each applicable Loan Party certifying that none of the resolutions, incumbency certificates, Organization Documents and/or certificates of Responsible Officers of each Loan Party as the Administrative Agent has previously required evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Loan Party is a party have been amended or are otherwise inaccurate since they were delivered and certifying resolutions authorizing this Amendment.

(iii) Such other documents or certificates as the Administrative Agent shall reasonably request.

(b) Any fees required to be paid to the Administrative Agent or any Lender on or before the Effective Date shall have been paid.

(c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Section 4.1. Representations and Warranties. In order to induce each Lender to enter into this Amendment, the Borrower hereby (i) certifies that the representations and warranties made by it contained in Article 4 of the Original Agreement or in any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and agrees to execute, or cause to be executed, such other instruments or further amendments to Loan Documents as the Administrative Agent may reasonably request from time to time to give further effect to this Amendment.

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ARTICLE V.

MISCELLANEOUS

Section 5.1. Ratification of Agreements. The Original Agreement as hereby amended is hereby ratified and confirmed in all respects. The other Loan Documents, as they may be amended or affected by the various Amendment Documents, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment and the other Amendment Documents shall not, except as expressly provided herein or therein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, or any other Loan Document.

Section 5.2. Survival of Agreements. All representations, warranties, covenants and agreements of any Loan Party herein shall survive the execution and delivery of this Amendment and the performance hereof, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any certificate or instrument delivered by any Loan Party hereunder or under the Credit Agreement to the Administrative Agent or any Lender shall be deemed to constitute representations and warranties by, or agreements and covenants of such Loan Party under this Amendment and under the Credit Agreement.

Section 5.3. Loan Documents. This Amendment is and the other Amendment Documents are each a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto and thereto.

Section 5.4. Governing Law. This Amendment shall be governed by and construed in accordance with the Laws applicable to the Original Agreement.

Section 5.5. Counterparts; Fax. This Amendment may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Amendment. This Amendment and the other Amendment Documents may be validly executed by facsimile or other electronic transmission.

THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

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IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.

CHESAPEAKE ENERGY CORPORATION CHESAPEAKE EXPLORATION, L.L.C.
By:		/S/ XXXXXXXX X. XXXXXXX
		Xxxxxxxx X. Xxxxxxx
		Treasurer and Senior Vice President

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UNION BANK, N.A., as Administrative Agent, as Swing Line Lender, as an Issuing Lender and as a Lender
By:		/S/ XXXXXXX XXXXX
		Xxxxxxx Xxxxx
		Assistant Vice President

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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By:		/S/ XXXXXX XXXX
		Name: Xxxxxx Xxxx
		Title: Managing Director

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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Co-Syndication Agent, as an Issuing Lender and as a Lender
By:		/S/ XXXX XXXXXXXXXX
		Name: Xxxx Xxxxxxxxxx
		Title: Vice President

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THE ROYAL BANK OF SCOTLAND plc, as a Co-Syndication Agent, as an Issuing Lender and as a Lender
By:		/S/ SANJAY RENONG
		Name: Sanjay Renong
		Title: Authorized Signatory

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BNP PARIBAS, as a Co-Syndication Agent, as an Issuing Lender and as a Lender
By:		/S/ XXXXXXX XXXXXXXXX
		Name: Xxxxxxx Xxxxxxxxx
		Title: Director

By:		/S/ XXXXX XXXXXX
		Name: Xxxxx Xxxxxx
		Title: Director

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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Documentation Agent, as an Issuing Lender and as a Lender
By:		/S/ XXXXX XXXXXXXXXX
		Name: Xxxxx Xxxxxxxxxx
		Title: Managing Director

By:		/S/ XXXXXXX X. XXXXXX
		Name: Xxxxxxx X. Xxxxxx
		Title: Managing Director

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BANK OF AMERICA, N.A., as a Lender
By:		/S/ XXXXXX X. XXXXXX
		Name: Xxxxxx X. XxXxxx
		Title: Managing Director

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CITIBANK, N.A., as a Lender
By:		/S/ XXXX X. XXXXXX
		Name: Xxxx X. Xxxxxx
		Title: Attorney-in-fact

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DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
By:		/S/ XXXXX XXXXXX
		Name: Xxxxx Xxxxxx
		Title: Director

By:		/S/ XXXXXXX XXXX
		Name: Xxxxxxx Xxxx
		Title: Vice President

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DNB NOR BANK ASA, as a Lender
By:		/S/ XXXXXX XXXXX
		Name:		Xxxxxx Xxxxx
		Title:		Senior Vice President

By:		/S/ XXXXXX XXXXXX
		Name:		Xxxxxx Xxxxxx
		Title:		Senior Vice President

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XXXXXXX XXXXX BANK USA, as a Lender
By:		/s/ XXXX XXXXXXXX
		Name:		Xxxx Xxxxxxxx
		Title:		Authorized Signatory

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MIZUHO CORPORATE BANK, LTD., as a Lender
By:		/s/ XXXX MO
		Name:		Xxxx Mo
		Title:		Authorized Signatory

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NATIXIS, as a Lender
By:		/s/ LIANA TCHERNYSHEVA
		Name:		Liana Tchernysheva
		Title:		Managing Director

By:		/s/ XXXXXXX X. XXXXXXX
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Senior Managing Director

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THE BANK OF NOVA SCOTIA, as a Lender
By:		/s/ XXXX XXXXXXX
		Name:		Xxxx Xxxxxxx
		Title:		Director

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UBS AG, STAMFORD BRANCH, as a Lender
By:		/s/ XXXX X. XXXXX
		Name:		Xxxx X. Xxxxx
		Title:		Associate Director

By:		/s/ XXXX X. XXXX
		Name:		Xxxx X. Xxxx
		Title:		Associate Director

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BARCLAYS BANK PLC, as a Lender
By:		/s/ XXXXX XXXXX
		Name:		Xxxxx Xxxxx
		Title:		AVP

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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:		/s/ XXX XXXXX
		Name:		Xxx Xxxxx
		Title:		Director

By:		/s/ XXXXXXX X. XXXXXXX
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Associate

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COMPASS BANK, as a Lender
By:		/s/ XXXXXXXX X. XXXXX
		Name: Xxxxxxxx X. Xxxxx Title: Senior Vice President

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TORONTO DOMINION (NEW YORK) LLC, as a Lender
By:		/S/ XXXX XXXXX
		Name: Xxxx Xxxxx Title: Authorized Signatory

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COMERICA BANK, as a Lender
By:		/S/ XXXX X. XXXXXXX
		Name: Xxxx X. Xxxxxxx Title: Assistant Vice President

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SUNTRUST BANK, as a Lender
By:		/S/ XXXX XXXXX
		Name: Xxxx Xxxxx Title: Director

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EXPORT DEVELOPMENT CANADA, as a Lender
By:		/S/ XXXXXXX XXXXX
		Name: Xxxxxxx Xxxxx Title: Asset Manager

By:		/S/ XXXXXX XXXXXXXX
		Name: Xxxxxx Xxxxxxxx Title: Asset Manager

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BANK OF SCOTLAND plc, as a Lender
By:		/S/ XXXXX X. XXXXXXXX
		Name: Xxxxx X. Xxxxxxxx Title: Assistant Vice President

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MACQUARIE BANK, LTD., as a Lender
By:		/S/ YOVEN MOOROOVEN
		Name: Yoven Moorooven Title: Division Director

By:		/S/ XXXX XXXXXX
		Name: Xxxx Xxxxxx Title: Associate Director           Legal Risk Management

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NOMURA INTERNATIONAL PLC., as a Lender
By:		/S/ XXXX X. XXXXX
		Name: Xxxx X. Xxxxx Title: Managing Director

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SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:		/S/ XXXXXXX XXXXXX
		Name: Xxxxxxx Xxxxxx Title: Joint General Manager

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PNC BANK, N.A., as a Lender
By:		/S/ XXXXXXXX XXXXXX
		Name: Xxxxxxxx Xxxxxx Title: Officer

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MIDFIRST BANK, as a Lender
By:		/S/ XXXXX X. XXXXXXX
		Name: Xxxxx X. Xxxxxxx Title: Senior Vice President

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CONSENT AND AGREEMENT

By its execution below, each of the undersigned hereby (i) consents to the provisions of this Amendment and the transactions contemplated herein, (ii) ratifies and confirms the Sixth Amended and Restated Guarantee Agreement dated as of December 2, 2010 made by it for the benefit of Administrative Agent and Lenders (as modified by certain Assumption Agreements, if any) and the other Loan Documents executed pursuant to the Credit Agreement (or any prior amendment or supplement to the Credit Agreement), (iii) agrees that all of its respective obligations and covenants thereunder shall remain unimpaired by the execution and delivery of this Amendment and the other documents and instruments executed in connection herewith, and (iv) agrees that the Sixth Amended and Restated Guarantee Agreement and such other Loan Documents shall remain in full force and effect.

CHESAPEAKE ENERGY CORPORATION

CHESAPEAKE ENERGY LOUISIANA CORPORATION

CHESAPEAKE ENERGY MARKETING, INC.

CHESAPEAKE E&P HOLDING CORPORATION

CHESAPEAKE OPERATING, INC.,

    on behalf of itself and, as general partner of

    CHESAPEAKE LOUISIANA, L.P.

CHK HOLDINGS CORPORATION

DIAMOND Y ENTERPRISE, INCORPORATED

XXXX X. XXXX & SON, INC.

LA LAND ACQUISITION CORPORATION

CHESAPEAKE AEZ EXPLORATION, L.L.C.

CHESAPEAKE APPALACHIA, L.L.C.

CHESAPEAKE-XXXXXXXX ACQUISITION, L.L.C.

CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.

CHESAPEAKE PLAZA, L.L.C.

CHESAPEAKE ROYALTY, L.L.C.

CHESAPEAKE VRT, L.L.C.

COMPASS MANUFACTURING, L.L.C.

EMLP, L.L.C., on behalf of itself and as general partner of

    EMPRESS LOUISIANA PROPERTIES, L.P.

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CONSENT AND AGREEMENT]

EMPRESS, L.L.C. GOTHIC PRODUCTION, L.L.C. GREAT PLAINS OILFIELD RENTAL, L.L.C. HAWG HAULING & DISPOSAL, LLC XXXXXX TRUCKING COMPANY, 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. NOMAC DRILLING, L.L.C. NORTHERN MICHIGAN EXPLORATION     COMPANY, L.L.C. PERFORMANCE TECHNOLOGIES, L.L.C. VENTURA REFINING AND TRANSMISSION,     LLC WINTER MOON ENERGY COMPANY, L.L.C.
By:		/s/ XXXXXXXX X. XXXXXXX
		Xxxxxxxx X. Xxxxxxx, Treasurer and Senior Vice President of the entities listed above

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CONSENT AND AGREEMENT]