as trustee (the "Trust


                                                                    EXHIBIT 10.9

                         SECOND SUPPLEMENTAL INDENTURE
                        AMONG GOTHIC ENERGY CORPORATION,
                         GOTHIC ENERGY OF TEXAS, INC.,
                             GOTHIC GAS CORPORATION
                              THE BANK OF NEW YORK

     THIS SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is made
as of the 27th day of January 1998 by and between GOTHIC ENERGY CORPORATION, an
Oklahoma corporation (the "Company") and GOTHIC ENERGY OF TEXAS, INC., an
Oklahoma corporation, and GOTHIC GAS CORPORATION, an Oklahoma corporation (the
"Initial Guarantors") and THE BANK OF NEW YORK, a New York banking corporation,
as trustee (the "Trustee").


     WHEREAS, the Company, the Initial Guarantors and the Trustee have entered
into an indenture dated as of September 9, 1997 and a First Supplemental
Indenture dated as of January 23, 1998 (as supplemented, the "Indenture"); (all
terms defined in the Indenture shall have the same meanings in this Supplemental
Indenture unless otherwise defined herein); and

     WHEREAS, the purpose of the amendment to the Indenture described in this
Supplemental Indenture is to permit the Company to redeem the Securities at its
option on the terms provided herein; and

     WHEREAS, Article IX of the Indenture provides a manner by which the
Indenture may be amended, with the consent of the Holders all of the then
outstanding Securities, by written act of said Holders delivered to the Company
and the Trustee to amend certain provisions of the Indenture; and

     WHEREAS, the Holders of all of the outstanding Securities have delivered
said consents to the Trustee and the Company; and

     WHEREAS, pursuant to and in accordance with Section 9.2 of the Indenture,
and with the consent of the Holders of all of the outstanding Securities, the
Company, the Initial Guarantors and the Trustee have agreed to enter into this
Supplemental Indenture;

     NOW THEREFORE, each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders of the
Company's 12 1/4% Series A and Series B Senior Notes due 2004:

     1.  Subject to Section 4 hereof, Section 3.1 of the Indenture is amended to
read in its entirety as follows:

     Section 3.01  Optional Redemption

     The Securities are redeemable at the option of the Company, in whole or in
     part, at any time and from time to time, on or prior to March 31, 1998 at a
     redemption price equal to 100% of the principal amount thereof, and from
     April 1, 1998 until any time on or prior to April 30, 1998 at a redemption
     price equal to 101% of the principal amount thereof, in each case plus
     accrued and unpaid interest to the date of redemption.  If the Company
     elects to redeem Securities pursuant to the preceding sentence or the
     optional redemption provisions of paragraph 6 or 7 of the Securities, it
     will furnish to the Trustee and the Registrar, at least 45 days but not
     more than 60 days before the redemption date (unless the Trustee consents
     to a shorter period in writing), an Officers' Certificate setting forth the
     redemption date, the principal amount of Securities to be redeemed and the
     redemption price.

     2.  Upon the execution and delivery of this Supplemental Indenture by the
Company, the Initial Guarantors and the Trustee, the Indenture shall be
supplemented in accordance herewith, and this Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered under the Indenture shall he
bound thereby.

     3.  Except as supplemented hereby, all provisions in the Indenture shall
remain in full force and effect.  This Supplemental Indenture is an indenture
supplemental to and in implementation of the Indenture, and the Indenture and
the Supplemental Indenture shall henceforth be read and construed together.  The
Indenture as supplemented by this Supplemental Indenture is in all respects
confirmed and preserved.

     4.  If any provision of this Supplemental Indenture limits, qualifies or
conflicts with any provision of the Trust Indenture
Act that is required under such Act to be part of and govern any provision of
this Supplemental Indenture, the provisions of such Act shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision of
the Trust Indenture Act that may be so modified or excluded, the provision of
such Act shall be deemed to 


apply to the Indenture as so modified or to be excluded by this Supplemental
Indenture, as the case may be.

     5.  In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

     6.  Nothing in this Supplemental Indenture, the Indenture or the
Securities, express or implied, shall give to any Person, other than the parties
hereto and thereto and their successors hereunder and thereunder and the Holders
of Securities, any benefit of any legal or equitable right, remedy or claim
under the Indenture, this Supplemental Indenture or the Securities.

     7.  The recitals contained herein shall be taken as the statements of the
Company, and the Trustee assumes no responsibility for their correctness.  In
entering into this Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or affecting
the liability of or affording protection to the Trustee, whether or not
elsewhere herein so provided.

     8.  This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of law principles thereof.

     9.  This Supplemental Indenture may be executed in counterparts, each of
which, when so executed, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


     IN WTTNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first written above.

                                     Gothic Energy Corporation
                                     By:  /s/Michael Paulk
                                     Michael Paulk, President
                                     Gothic Energy of Texas, Inc., as Guarantor
                                     By:  /s/ Michael Paulk
                                     Name: Michael Paulk
                                     Title: President
                                     Gothic Gas Corporation, as Guarantor
                                     By:  /s/ Michael Paulk
                                     Name: Michael Paulk
                                     Title: President
                                     The Bank of New York, as Trustee
                                     By: /s/ Van K. Brown
                                     Name: Van K. Brown
                                     Title: Assistant Vice President


Basic Info X:

Name: as trustee (the "Trust
Type: trust
Date: Feb. 6, 1998
State: Oklahoma

Other info:


  • January 1998
  • September 9 , 1997
  • January 23 , 1998
  • March 31 , 1998
  • April 1 , 1998
  • April 30 , 1998


  • Holders of Securities
  • Gothic Energy of Texas , Inc.


  • Oklahoma
  • New York


  • Michael Paulk
  • Van K. Brown


  • 14 %
  • 100 %
  • 101 %