0001193125-03-085201 Sample Contracts

TIA SECTION INDENTURE SECTION
Indenture • November 21st, 2003 • Chesapeake Orc LLC • Crude petroleum & natural gas • Oklahoma
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CHESAPEAKE ENERGY CORPORATION Form of Exchange Offer Dealer Manager Agreement
Chesapeake Orc LLC • November 21st, 2003 • Crude petroleum & natural gas • New York

Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), plans to make an offer to exchange (the “Exchange Offer”) a combination of its (i) 7.75% Senior Notes due 2013 (the “7.75% Notes”) and (ii) 6.875% Senior Notes due 2016 (the “6.875% Notes”, and together with the 7.75% Notes, the “New Notes”) for its outstanding 8.125% Senior Notes due 2011 (the “Old Notes”). The Company will offer holders of Old Notes the choice of exchanging $[ ] principal amount of 7.75% Notes for each $1,000 principal amount of Old Notes or $[ ] principal amount of 6.875% Notes for each $1,000 principal amount of Old Notes, in each case tendered in the Exchange Offer on the terms and conditions set forth in the Prospectus and the related Letter of Transmittal (each as defined below). Capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Prospectus.

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