400,000,000

CHESAPEAKE ENERGY CORPORATION

[]% Senior Notes due 2017

UNDERWRITING AGREEMENT

November [], 2006

BARCLAYS BANK PLC

CREDIT SUISSE SECURITIES (USA) LLC

DEUTSCHE BANK SECURITIES INC.

GOLDMAN SACHS INTERNATIONAL

As Representatives (the Representatives) of the Several Underwriters

c/o Barclays Bank PLC

5 The North Colonnade

Canary Wharf, London

E14 4BB, United Kingdom

Dear Sirs:

1. Introductory. Chesapeake Energy Corporation, an Oklahoma corporation (the Company), proposes to issue and sell to the several underwriters named in Schedule A hereto (the Underwriters) 400,000,000 principal amount of the Companys []% Senior Notes due 2017 (the Offered Securities). The Offered Securities will be unconditionally guaranteed (the Guarantees) on a senior basis by each existing U.S. subsidiary of the Company, other than certain de minimus subsidiaries, and one of its non-U.S. subsidiaries, and by subsequently acquired or designated Restricted Subsidiaries (as defined in the Indenture referred to below) of the Company in accordance with the terms of the Indenture (collectively, the Subsidiary Guarantors). The Offered Securities are to be issued under an indenture dated as of November [], 2006 (the Indenture), among the Company and The Bank of New York Trust Company, N.A., as trustee (the Trustee). The Company hereby agrees with the Underwriters as follows:

2. Representations and Warranties of the Company. The Company and each Subsidiary Guarantor represents and warrants to, and agrees with, the several Underwriters that:

(a) A registration statement (No. []), including all materials incorporated by reference therein and a prospectus, relating to the Offered Securities, has been filed with the Securities and Exchange Commission (the Commission) and has become effective. Such registration statement, including all materials incorporated by reference therein and any prospectus or prospectus supplement deemed or retroactively deemed to be part thereof that has not been superceded or modified, is hereinafter referred to as the Registration Statement. Registration Statement without reference to a time means the Registration Statement as of the date and time of its filing and effectiveness which time shall be considered the effective date of the Registration Statement. For purposes of the previous sentence, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B (Rule 430B) under the Securities Act of 1933 (the Act) shall be considered to be included in the Registration Statement as of the time

specified in Rule 430B. Statutory Prospectus as of any time means the prospectus included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any base prospectus or prospectus supplement deemed to be a part thereof that has not been superseded or modified. For purposes of the preceding sentence, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) (Rule 424(b)) under the Act. Prospectus means the Statutory Prospectus that discloses the public offering price and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act. Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Companys records pursuant to Rule 433(g). General Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule B to this Agreement. Limited Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. Applicable Time means [] (London time) on the date of this Agreement. Any reference herein to the terms amend, amendment, or supplement with respect to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934 (the Exchange Act) and the rules and regulations of the Commission (the Rules and Regulations) on or after the initial effective date of the Registration Statement, or the date of such Prospectus or Issuer Free Writing Prospectus, as the case may be, and deemed to be incorporated by reference therein.

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