Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)The following financial statements, financial statement schedules and exhibits are filed as a part of this report:
1.Financial Statements. No financial statements are filed with this Form 10-K/A.
2.Financial Statement Schedules. No financial statement schedules are applicable or required.

Exhibits. The exhibits listed below in the Index of Exhibits are filed, furnished or incorporated by reference pursuant to the requirements of Item 601 of Regulation S-K.

INDEX OF EXHIBITS

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormSEC File NumberExhibitFiling DateFiled or Furnished Herewith
2.1Purchase and Sale Agreement by and among certain subsidiaries of Chesapeake Energy Corporation and EAP Ohio, LLC dated July 26, 2018.10-Q001-137262.110/30/2018
2.2.1*Agreement and Plan of Merger by and among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse Resource Development Corporation, dated as of October 29, 2018, as amended.8-K001-137262.110/30/2018
2.2.2Amendment No. 1 to Agreement and Plan of Merger, dated as of December 12, 2018, by and among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse Resource Development Corporation.S-4/A333-228679Annex A12/19/2018
3.1.1Chesapeake Energy Corporation Restated Certificate of Incorporation.10-K001-137263.1.12/27/2019
3.1.2Certificate of Designation of 5% Cumulative Convertible Preferred Stock (Series 2005B), as amended.10-Q001-137263.1.411/10/2008
3.1.3Certificate of Designation of 4.5% Cumulative Convertible Preferred Stock, as amended.10-Q001-137263.1.68/11/2008
3.1.4Certificate of Designation of 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A).8-K001-137263.25/20/2010
3.1.5Certificate of Designation of 5.75% Cumulative Non-Voting Convertible Preferred Stock, as amended.10-Q001-137263.1.58/9/2010
3.2Chesapeake Energy Corporation Amended and Restated Bylaws.8-K001-137263.26/19/2014
4.1**Indenture dated as of November 8, 2005 among Chesapeake Energy Corporation, as issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee, with respect to 6.875% Senior Notes due 2020.8-K001-137264.1.111/15/2005
4.2.1**Indenture dated as of August 2, 2010 among Chesapeake Energy Corporation, as issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors, and the Bank of New York Mellon Trust Company, N.A., as Trustee.S-3333-1685094.18/3/2010
4.2.2Second Supplemental Indenture, dated as of August 17, 2010 to Indenture dated as of August 2, 2010 with respect to 6.625% Senior Notes due 2020.8-A001-137264.39/24/2010
4.2.3Fifth Supplemental Indenture dated February 11, 2011 to Indenture dated as of August 2, 2010 with respect to 6.125% Senior Notes due 2021.8-A001-137264.22/22/2011
4.2.4Fourteenth Supplemental Indenture dated March 18, 2013 among Chesapeake Energy Corporation, as issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, as Trustee, to Indenture dated as of August 2, 2010.S-3333-1685094.173/18/2013
4.2.5Sixteenth Supplemental Indenture dated April 1, 2013 to Indenture dated as of August 2, 2010 with respect to 5.375% Senior Notes due 2021.8-A001-137264.34/8/2013
4.2.6Seventeenth Supplemental Indenture dated April 1, 2013 to Indenture dated as of August 2, 2010 with respect to 5.75% Senior Notes due 2023.8-A001-137264.44/8/2013
4.3.1**Indenture dated as of April 24, 2014 by and among Chesapeake Energy Corporation, as Issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, as Trustee.8-K001-137264.14/29/2014
4.3.2Second Supplemental Indenture dated as of April 24, 2014 to Indenture dated as of April 24, 2014 with respect to 4.875% Senior Notes due 2022.8-K001-137264.34/29/2014
4.4.1Amended and Restated Credit Agreement, dated as of September 12, 2018, by and among: (i) the Company, as borrower; (ii) MUFG Union Bank N.A., as the administrative agent, a swingline lender and a letter of credit issuer; (iii) Wells Fargo Bank, National Association, as co-syndication agent, a swingline lender and a letter of credit issuer; (iv) JPMorgan Chase Bank, N.A., as co-syndication agent, a swingline lender and a letter of credit issuer; and (v) certain other lenders and letter of credit issuers named therein.8-K001-1372610.19/12/2018
4.4.2First Amendment to Amended and Restated Credit Agreement, dated as of February 1, 2019 among Chesapeake Energy Corporation, MUFG Union Bank, N.A. and the Lenders party thereto.8-K001-1372610.12/1/2019
4.4.3Second Amendment to Amended and Restated Credit Agreement, dated as of December 3, 2019 among Chesapeake, MUFG Union Bank, N.A. and the Lenders party thereto.8-K001-1372610.112/4/2019
4.4.4††Third Amendment to Amended and Restated Credit Agreement, dated as of December 26, 2019, among Chesapeake, MUFG Union Bank, N.A. and the Lenders party thereto.8-K001-1372610.112/27/2019
4.5Intercreditor Agreement dated as of December 23, 2015 between MUFG Bank, N.A., as Priority Lien Agent, and Deutsche Bank Trust Company Americas, as Second Lien Collateral Trustee, and acknowledged by Chesapeake and certain of its subsidiaries.8-K001-1372610.112/23/2015
4.6Collateral Trust Agreement, dated as of December 23, 2015, by and among Chesapeake, the guarantors named therein, and Deutsche Bank Trust Company Americas as the representative of the holders of the Second Lien Notes and as collateral trustee.8-K001-1372610.212/23/2015
4.7Indenture dated as of October 5, 2016, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, with respect to the 5.5% Convertible Senior Notes due 2026.8-K001-137264.110/5/2016
4.8Sixth Supplemental indenture dated as of December 20, 2016 to indenture dated as of April 24, 2014 with respect to 8.00% Senior Notes due 2025.8-K001-137264.212/20/2016
4.9Seventh Supplemental Indenture dated as of June 6, 2017 to Indenture dated as of April 24, 2014 with respect to 8.00% Senior Notes due 2027.8-K001-137264.26/7/2017
4.10Eighth Supplemental Indenture, dated as of September 27, 2018 to Indenture dated as of April 24, 2014 with respect to 7.00% Senior Notes due 2024.8-K001-137264.29/27/2018
4.11Ninth Supplemental Indenture, dated as of September 27, 2018 to Indenture dated as of April 24, 2014 with respect to 7.50% Senior Notes due 2026.8-K001-137264.39/27/2018
4.12Tenth Supplemental Indenture, dated as of April 3, 2019 to Indenture dated as of April 24, 2014 with respect to 8.00% Senior Notes due 2026.8-K001-137264.24/5/2019
4.13Registration Rights Agreement, dated as of April 3, 2019, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and the dealer managers party thereto, with respect to 8.00% Senior Notes due 2026.8-K001-137264.44/5/2019
4.14.1Indenture dated as of February 1, 2017 by and among WildHorse Resource Development Corporation, as Issuer, each of the guarantors party thereto, and U.S. Bank National Association, as Trustee.8-K001-379644.12/1/2017
4.14.2First Supplemental Indenture, dated as of June 30, 2017, by and among WHR Eagle Ford LLC, WildHorse Resource Development Corporation, the other subsidiary guarantors named therein and U.S. Bank National Association, as Trustee.10-Q001-379644.68/10/2017
4.14.3Second Supplemental Indenture, dated as of January 8, 2018 among Burleson Sand LLC, WildHorse Resource Development Corporation, the other subsidiary guarantors named therein and U.S. Bank National Association, as Trustee.10-K001-379644.63/12/2018
4.14.4Third Supplemental Indenture, dated as of August 2, 2018 among WHCC Infrastructure, a subsidiary of WildHorse Resource Development Corporation, the other Guarantors (as defined in the Indenture referred to therein) and U.S. Bank National Association, as Trustee.10-Q001-379644.68/9/2018
4.14.5Fourth Supplemental Indenture, dated as February 1, 2019 among Brazos Valley Longhorn, L.L.C., as Successor Issuer, Brazos Valley Longhorn Finance Corp., as Co-Issuer, the Guarantors (as defined in the Indenture referred to therein) and U.S. Bank National Association, as Trustee.8-K001-137264.12/1/2019
4.14.6Fifth Supplemental Indenture, dated as of December 19, 2019, to Indenture dated as of February 1, 2017, among Brazos Valley Longhorn, L.L.C., Brazos Valley Longhorn Finance Corp., the guarantors named therein, and U.S. Bank National Association, as trustee.8-K001-137264.512/26/2019
4.15.1Indenture, dated as of December 19, 2019, among Chesapeake Energy Corporation, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee and as collateral trustee, with respect to 11.5% Senior Notes due 2025.8-K001-137264.112/26/2019
4.15.2First Supplemental Indenture, dated as of December 23, 2019, to Indenture dated as of December 19, 2019, among Chesapeake Energy Corporation, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee and as collateral trustee, with respect to 11.5% Senior Notes due 2025.8-K001-137264.212/26/2019
4.16Term Loan Agreement, dated as of December 19, 2019, among Chesapeake Energy Corporation, the lenders party thereto, and GLAS USA LLC, as term agent.8-K001-137264.312/26/2019
4.17Class A Term Loan Supplement, dated as of December 19, 2019, among Chesapeake Energy Corporation, the lenders party thereto, and GLAS USA LLC, as term agent.8-K001-137264.412/26/2019
4.18Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
10.1.1†Chesapeake’s 2005 Amended and Restated Long Term Incentive Plan.8-K001-1372610.16/20/2013
10.1.2†Form of Nonqualified Stock Option Agreement for 2005 Amended and Restated Long Term Incentive Plan.8-K001-1372610.12/4/2013
10.2.1†Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan, effective January 1, 2016.10-K001-1372610.32/25/2016
10.2.2†Amendment to the Chesapeake Energy Corporation Deferred Compensation Plan, effective January 1, 2019.10-K001-1372610.3.22/27/2019
10.3.1†Chesapeake Energy Corporation Deferred Compensation Plan for Non-Employee Directors.10-K001-1372610.163/1/2013
10.3.2†Amendment to the Chesapeake Energy Corporation Deferred Compensation Plan for Non-Employee Directors, effective January 1, 2017.10-K001-1372610.3.23/3/2017
10.4.1†Employment Agreement dated as of May 20, 2013 between Robert D. Lawler and Chesapeake Energy Corporation.8-K001-1372610.15/23/2013
10.4.2†Amendment to Employment Agreement between Robert D. Lawler and Chesapeake Energy Corporation dated as of June 16, 2016.8-K001-1372610.16/17/2016
10.4.3†Amendment to Employment Agreement between Robert D. Lawler and Chesapeake Energy Corporation dated as of December 31, 2018.8-K001-1372610.11/4/2019
10.4.4†Pension Makeup Restricted Stock Award Agreement for Robert D. Lawler, dated June 17, 2018.10-Q001-1372610.18/1/2018
10.5†Employment Agreement dated as of January 1, 2019 between Domenic J. Dell’Osso, Jr. and Chesapeake Energy Corporation.8-K001-1372610.21/4/2019
10.6†Employment Agreement dated as of January 1, 2019 between James R. Webb and Chesapeake Energy Corporation.8-K001-1372610.31/4/2019
10.7†Employment Agreement dated as of January 1, 2019 between Frank J. Patterson and Chesapeake Energy Corporation.8-K001-1372610.41/4/2019
10.8†Employment Agreement dated as of January 1, 2019 between Chesapeake Energy Corporation and William M. Buergler.8-K001-1372610.112/27/2019
10.9†Form of Employment Agreement dated as of January 1, 2019 between Executive Vice President/Senior Vice President and Chesapeake Energy Corporation.8-K001-1372610.112/27/2019
10.10†Form of Indemnity Agreement for officers and directors of Chesapeake Energy Corporation and its subsidiaries.8-K001-1372610.36/27/2012
10.11†Chesapeake Energy Corporation 2013 Annual Incentive Plan.DEF 14A001-13726Exhibit G5/3/2013
10.12.1†Chesapeake Energy Corporation Restated 2014 Long Term Incentive Plan.10-Q001-1372610.18/3/2017
10.12.2†Form of Restricted Stock Unit Award Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.28/6/2014
10.12.3†Form of Restricted Stock Award Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.38/6/2014
10.12.4†Form of Nonqualified Stock Option Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.48/6/2014
10.12.5†Form of Performance Share Unit Award Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.105/9/2019
10.12.6†Form of Non-Employee Director Restricted Stock Unit Award Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.68/6/2014
10.13Registration Rights Agreement, by and among Esquisto Holdings, LLC, WHE AcqCo Holdings, LLC, WHR Holdings, LLC, NGP XI US Holdings, L.P., CP VI Eagle Holdings, L.P. and Chesapeake Energy Corporation, dated as of October 29, 2018.8-K001-1372610.310/30/2018
10.14Intercreditor Agreement, dated as of December 19, 2019, by and among MUFG Union Bank, N.A., as priority lien agent, and Deutsche Bank Trust Company Americas, as second lien collateral trustee, and acknowledged and agreed to by Chesapeake Energy Corporation and certain of its subsidiaries.8-K001-1372610.112/26/2019
10.15Collateral Trust Agreement, dated as of December 19, 2019, by and among Chesapeake Energy Corporation, the guarantors named therein, and Deutsche Bank Trust Company Americas as the representative of the holders of the Second Lien Notes and as collateral trustee.8-K001-1372610.212/26/2019
10.16Collateral Trust Agreement, dated as of December 19, 2019, by and among MUFG Union Bank, N.A., as collateral trustee and revolver agent, and GLAS USA LLC, as term loan agent, and acknowledged and agreed by Chesapeake Energy Corporation and certain of its subsidiaries.8-K001-1372610.312/26/2019
21#Subsidiaries of Chesapeake Energy Corporation.
23.1#Consent of PricewaterhouseCoopers LLP.
23.2#Consent of Software Integrated Solutions, Division of Schlumberger Technology Corporation.
31.1#Robert D. Lawler, President and Chief Executive Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2#Domenic J. Dell’Osso, Jr., Executive Vice President and Chief Financial Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3Robert D. Lawler, President and Chief Executive Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.4Domenic J. Dell’Osso, Jr., Executive Vice President and Chief Financial Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1#Robert D. Lawler, President and Chief Executive Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2#Domenic J. Dell’Osso, Jr., Executive Vice President and Chief Financial Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1#Mine Safety Disclosures
99.1#Report of Software Integrated Solutions, Division of Schlumberger Technology Corporation.
101 INS#Inline XBRL Instance Document.
101 SCH#Inline XBRL Taxonomy Extension Schema Document.
101 CAL#Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101 DEF#Inline XBRL Taxonomy Extension Definition Linkbase Document.
101 LAB#Inline XBRL Taxonomy Extension Labels Linkbase Document.
101 PRE#Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data file - the Cover Page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
**The Company agrees to furnish a copy of any of its unfiled long-term debt instruments to the Securities and Exchange Commission upon request.
†Management contract or compensatory plan or arrangement.
††Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and submitted separately to the Securities and Exchange Commission.
#Previously filed with the Original 10-K Filing.
PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Annual Report on Form 10-K. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about Chesapeake Energy Corporation or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about Chesapeake Energy Corporation or its business or operations on the date hereof.

Signature

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHESAPEAKE ENERGY CORPORATION
Date: April 29, 2020By:/s/ ROBERT D. LAWLER
Robert D. Lawler
President and Chief Executive Officer

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