UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
CHESAPEAKE ENERGY CORPORATION*
(Exact name of Registrant as specified in its Charter)
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Oklahoma |
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1-13726 |
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73-1395733 |
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(State or other jurisdiction of incorporation) |
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(Commission File No.) |
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(IRS Employer Identification No.) |
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6100 North Western Avenue, Oklahoma City, Oklahoma |
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73118 |
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(Address of principal executive offices) |
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(Zip Code) |
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Title of Each Class |
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Name of exchange on which |
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6.50 % Senior Notes due 2017 and |
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New York Stock Exchange |
This form relates to the registration of a class of “debt securities”, as defined in Rule 3a12-11(c) under the Act, pursuant to Section 12(b) of the Act and is effective pursuant to General Instruction A.(c). The issuer of these securities is subject to and in compliance with the reporting requirements under Section 12 or Section 15(d) of the Act.
The offer and sale of these securities were registered with the Commission under the Securities Act of 1933.
Securities Act registration statement file number to which this form relates (for any registration statement that the issuer is filing concurrently with this form): N/A
*Includes subsidiaries of Chesapeake Energy Corporation identified on the following pages:
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CARMEN ACQUISITION, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1604860 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE APPALACHIA, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
20-3774650 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE ACQUISITION, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1528271 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE EAGLE CANADA CORP. | |
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(Exact name of registrant as specified in its charter) | |
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NEW BRUNSWICK |
85962-6053 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE ENERGY LOUISIANA CORPORATION | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1524569 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE ENERGY MARKETING, INC. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1439175 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1384282 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE LAND COMPANY, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
20-2099392 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE LOUISIANA, L.P. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1519126 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE OPERATING, INC. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1343196 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE ORC, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
71-0934234 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE ROYALTY, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1549744 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE SIGMA, L.P. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
27-0029884 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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CHESAPEAKE SOUTH TEXAS CORP. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
41-2050649 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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GOTHIC PRODUCTION, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1539475 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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HAWG HAULING & DISPOSAL, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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DELAWARE |
06-1706211 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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HODGES HOLDING COMPANY, INC. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1454375 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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HODGES OILFIELD COMPANY | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1454380 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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HODGES TRUCKING COMPANY | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1293811 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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MAYFIELD PROCESSING, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
20-0174765 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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MC MINERAL COMPANY, L.L.C. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
61-1448831 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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MIDCON COMPRESSION, L.P. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
20-0299525 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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NOMAC DRILLING CORPORATION | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1606317 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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NOMAC 100 CORP. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
20-4232522 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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W.W. REALTY, INC. | |
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(Exact name of registrant as specified in its charter) | |
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OKLAHOMA |
73-1360666 |
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(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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5
All requisite approvals and authorizations have been received, and required supporting documents relating to this transaction have been filed with the New York Stock Exchange. Pursuant to the requirements of Section 12 of the Act, the registrants have duly caused the registration statement to be signed on their behalf by the undersigned, thereto duly authorized.
In connection with the issuance of these securities, the issuer has received opinion(s) of counsel covering: the valid existence of the issuer; the due authorization of the debt securities subject to this application (the “Debt Securities”); the validity of the Debt Securities; the qualification of the indenture under the Trust Indenture Act of 1939, if applicable; and the effectiveness of the securities under the Securities Act of 1933, or, if not registered, the reasons why not.
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Registrants: |
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CHESAPEAKE ENERGY CORPORATION |
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By: |
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Treasurer and |
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CARMEN ACQUISITION, L.L.C. |
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CHESAPEAKE ACQUISITION, L.L.C. |
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CHESAPEAKE EAGLE CANADA CORP. |
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CHESAPEAKE ENERGY LOUISIANA CORPORATION | |||||||||||||||
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CHESAPEAKE ENERGY MARKETING, INC. |
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CHESAPEAKE LAND COMPANY, L.L.C. |
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MAYFIELD PROCESSING, L.L.C. |
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CHESAPEAKE ORC, L.L.C. |
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CHESAPEAKE ROYALTY, L.L.C. |
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CHESAPEAKE SOUTH TEXAS CORP. |
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GOTHIC PRODUCTION, L.L.C. |
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NOMAC DRILLING CORPORATION |
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MC MINERAL COMPANY, L.L.C. |
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CHESAPEAKE APPALACHIA, LLC |
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HAWG HAULING & DISPOSAL, LLC |
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HODGES HOLDING COMPANY, INC. |
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HODGES OILFIELD COMPANY |
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HODGES TRUCKING COMPANY |
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W.W. REALTY |
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NOMAC 100 CORP. |
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For each of the above: |
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By: |
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Treasurer and |
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CHESAPEAKE OPERATING, INC. |
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By: |
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Treasurer and |
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CHESAPEAKE EXPLORATION LIMITED | ||||
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PARTNERSHIP |
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CHESAPEAKE LOUISIANA, L.P. |
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CHESAPEAKE SIGMA, L.P. |
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For each of the above |
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By: Chesapeake Operating, Inc. | ||
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General Partner |
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By: |
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Treasurer and |
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MIDCON COMPRESSION, L.P. |
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By: Chesapeake Energy Marketing, Inc. | |
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General Partner |
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By: |
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Treasurer and |
Date: June 23, 2006
8
Listing Application to
New York Stock Exchange, Inc.
( 165167 )
1st 6 digits of Cusip#
The New York Stock Exchange, Inc. hereby authorizes the above referenced debt securities of Chesapeake Energy Corporation and certifies to the Securities and Exchange Commission its approval for the listing and registration of such securities under the Act:
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By: |
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Janice O’Neill Vice President |
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9