EXECUTION VERSION

$600,000,000

CHESAPEAKE ENERGY CORPORATION

6.375% Senior Notes due 2015

REGISTRATION RIGHTS AGREEMENT

December 8, 2004

DEUTSCHE BANK SECURITIES INC.

BANC OF AMERICA SECURITIES LLC

CREDIT SUISSE FIRST BOSTON LLC

LEHMAN BROTHERS INC.

UBS SECURITIES LLC

c/o Deutsche Bank Securities Inc.

High Yield Capital Markets

60 Wall Street, 2^nd Floor

New York, NY 10005

Dear Ladies and Gentlemen:

Chesapeake Energy Corporation, an Oklahoma corporation (the Issuer), proposes to issue and sell to Deutsche Bank Securities Inc., Banc of America Securities LLC, Credit Suisse First Boston LLC, Lehman Brothers Inc., UBS Securities LLC, Bear, Stearns & Co. Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. Incorporated, Raymond James & Associates, Inc., RBC Capital Markets Corporation, BNP Paribas Securities Corp., BOSC, Inc., Calyon Securities (USA) Inc., Comerica Securities, Inc., SunTrust Capital Markets, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC (collectively, the Initial Purchasers), upon the terms set forth in a purchase agreement dated December 1, 2004 (the Purchase Agreement), $600,000,000 aggregate principal amount of its 6.375% Senior Notes due 2015 (the Initial Securities) to be initially guaranteed (the Guarantees) by Chesapeake BNR Corp., Chesapeake Energy Louisiana Corporation, Chesapeake Energy Marketing, Inc., Chesapeake Operating, Inc., Chesapeake PEP Corp., Chesapeake PRH Corp., Chesapeake South Texas Corp., Nomac Drilling Corporation, Oxley Petroleum Co., Carmen Acquisition, L.L.C., Chesapeake Acquisition, L.L.C., Chesapeake ENO Acquisition, L.L.C., Chesapeake EP, L.L.C., Chesapeake Focus, L.L.C., Chesapeake KNAN Acquisition, L.L.C., Chesapeake Mountain Front, L.L.C., Chesapeake ORC, L.L.C., Chesapeake Permian Acquisition, L.L.C., Chesapeake Royalty, L.L.C., Gothic Production, L.L.C., John C. Oxley, L.L.C., MC Mineral Company, L.L.C., Mayfield Processing L.L.C., Sap Acquisition, L.L.C., Chesapeake Exploration Limited Partnership, Chesapeake LNG, L.P., Chesapeake Louisiana, L.P., Chesapeake NFW, L.P., Chesapeake Permian, L.P., Chesapeake Sigma, L.P., Chesapeake-Staghorn Acquisition L.P., Chesapeake Zapata, L.P. and MidCon Compression L.P., (the Guarantors and, collectively with the Issuer, the Company). The Initial Securities will be issued pursuant to the Indenture, dated as of December 8, 2004 (the Indenture), among the Issuer, the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee (the Trustee). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively, the Holders), as follows:

1. Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 120 days (such 120th day being a Filing Deadline) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the Closing Date), file with the Securities and Exchange Commission (the Commission) a registration statement on an appropriate form under the Securities Act of 1933, as amended (the

Securities Act), or amend an existing registration statement (each such registration statement, an Exchange Offer Registration Statement), with respect to a proposed offer (the Registered Exchange Offer) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the Exchange Securities). Each of the Issuer and the Guarantors shall use its best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act within 240 days after the Closing Date (such 240th day being an Effectiveness Deadline) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders.

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