SECOND AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 4.12.2

SECOND AMENDMENT

TO

EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of October 12, 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; 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.

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

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ARTICLE II.

AMENDMENT TO ORIGINAL AGREEMENT

Section 2.1. Designation and Conversion of Unrestricted Subsidiaries. Section 6.11(d) of the Original Agreement is hereby amended by adding the phrase “(other than Liens of the type described in Section 7.3(b))” immediately after the phrase “No Unrestricted Subsidiary will be the owner or holder of Indebtedness or Capital Stock of any Group Member nor be the beneficiary of any Lien on any property of any Group Member”.

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”):

(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).

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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.

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.

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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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CONSENT AND AGREEMENT]

UNION BANK, N.A., as Administrative Agent, as Swing Line Lender, as an Issuing Lender and as a Lender
By:		/s/ XXXXXXX X. XXXXXXXXX
		Xxxxxxx X. Xxxxxxxxx Senior Vice President

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CONSENT AND AGREEMENT]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By:		/s/ XXXXX XXXXXXXX
		Name: Xxxxx Xxxxxxxx Title: Vice President

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CONSENT AND AGREEMENT]

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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CONSENT AND AGREEMENT]

THE ROYAL BANK OF SCOTLAND plc, as a Co-Syndication Agent, as an Issuing Lender and as a Lender
By:		/s/ XXXXXX XXXXXX
		Name: Xxxxxx Xxxxxx Title: Authorised Signatory

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CONSENT AND AGREEMENT]

BNP PARIBAS, as a Co-Syndication Agent, as an Issuing Lender and as a Lender
By:		/s/ XXXXX XXXXXX
		Name: Xxxxx Xxxxxx Title: Director

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

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CONSENT AND AGREEMENT]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Documentation Agent, as an Issuing Lender and as a Lender
By:		/s/ XXXXXX XXXXXX
		Name: Xxxxxx Xxxxxx Title: Managing Director

By:		/s/ XXXXXXX XXXXX
		Name: Xxxxxxx Xxxxx Title: Director

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CONSENT AND AGREEMENT]

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

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CONSENT AND AGREEMENT]

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

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CONSENT AND AGREEMENT]

DNB NOR BANK ASA, as a Lender
By:		/s/ XXXXXXX X. XXXXXXXXX
		Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President

By:		/s/ XXXXXXX XXXXXXXXX
		Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President

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CONSENT AND AGREEMENT]

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

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CONSENT AND AGREEMENT]

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

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CONSENT AND AGREEMENT]

XXXXXX XXXXXXX BANK, as a Lender
By:		/s/ XXXXX XXXXXX
		Name: Xxxxx Xxxxxx Title: Authorized Signatory

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CONSENT AND AGREEMENT]

NATIXIS, as a Lender
By:		/s/ XXXXX X. XXXXXXX, III
		Name: Xxxxx X. Xxxxxxx, III Title: Managing Director

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

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CONSENT AND AGREEMENT]

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

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CONSENT AND AGREEMENT]

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

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

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CONSENT AND AGREEMENT]

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

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CONSENT AND AGREEMENT]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:		/s/ XXXXX XXXXX
		Name: Xxxxx Xxxxx Title: Vice President

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

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CONSENT AND AGREEMENT]

COMPASS BANK, as a Lender
By:		/s/ XXX XXXXX
		Name: Xxx Xxxxx Title: Vice President

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CONSENT AND AGREEMENT]

TORONTO DOMINION (NEW YORK) LLC, as a Lender
By:		/s/ XXXXX X. XXXXX
		Name: Xxxxx X. Xxxxx Title: Authorized Signatory

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CONSENT AND AGREEMENT]

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

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CONSENT AND AGREEMENT]

SUNTRUST BANK, as a Lender
By:		/s/ XXXXXXX X. XXXXXXXX
		Name: Xxxxxxx X. Xxxxxxxx Title: Vice President

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CONSENT AND AGREEMENT]

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

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT

CONSENT AND AGREEMENT]

SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By:		/s/ XXXXXXXX XXXXXXXX
		Name: Xxxxxxxx Xxxxxxxx Title: Managing Director

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT

CONSENT AND AGREEMENT]

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.

[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT

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]