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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. Chesapeake's consolidated financial statements are included in Item 8 of Part II of this report. Reference is made to the accompanying Index to Financial Statements.
2.Financial Statement Schedules. No financial statement schedules are applicable or required.
3.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
3.1.1Chesapeake’s Restated Certificate of Incorporation.10-Q001-137263.1.18/3/2017
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’s Amended and Restated Bylaws.8-K001-137263.26/19/2014
4.1*Indenture dated as of November 8, 2005 among Chesapeake, 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*Indenture dated as of May 27, 2008 among Chesapeake, 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 7.25% Senior Notes due 2018.8-K001-137264.15/29/2008
4.3*Indenture dated as of May 27, 2008 among Chesapeake, 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 2.25% Contingent Convertible Senior Notes due 2038.8-K001-137264.25/29/2008
4.4.1*Indenture dated as of August 2, 2010 among Chesapeake, 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
4.4.2Second 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
4.4.3Fifth 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
4.4.4Fourteenth Supplemental Indenture dated March 18, 2013 among Chesapeake, 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
4.4.5Sixteenth 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
4.4.6Seventeenth 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
4.5.1**Indenture dated as of April 24, 2014 by and among Chesapeake, as Issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, as Trustee.8-K001-137264.14/29/2014
4.5.2First Supplemental Indenture dated as of April 24, 2014 to Indenture dated as of April 24, 2014 with respect to Floating Rate Senior Notes due 2019.8-K001-137264.24/29/2014
4.5.3Second 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
4.6Indenture dated as of December 23, 2015 among Chesapeake, as Issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, as Trustee and Collateral Trustee with respect to 8.00% Senior Secured Second Lien Notes due 2022.8-K001-137264.112/23/2015
4.7.1Credit Agreement dated December 15, 2014 by and among: Chesapeake Energy Corporation, as borrower; MUFG Union Bank N.A., as administrative agent, co-syndication agent, a swingline lender and a letter of credit issuer; Wells Fargo Bank and National Association, as co-syndication agent, a swingline lender and a letter of credit issuer; Bank of America, N.A., Crédit Agricole Corporate and Investment Bank and JPMorgan Chase Bank, N.A., as co-documentation agents and letter of credit issuers; and certain other lenders named therein.10-Q001-137264.18/14/2016
4.7.2First Amendment to Credit Agreement dated September 30, 2015 among Chesapeake, as borrower, MUFG Union Bank N.A., as administrative agent, co-syndication agent, a swingline lender and a letter of credit issuer; Wells Fargo Bank, National Association, as co-syndication agent, a swingline lender and a letter of credit issuer; and certain other lenders named therein.10-Q001-137264.111/4/2015
4.7.3Second Amendment to Credit Agreement dated December 15, 2015 among Chesapeake, as borrower, MUFG Union Bank N.A., as administrative agent, co-syndication agent, a swingline lender and a letter of credit issuer; Wells Fargo Bank, National Association, as co-syndication agent, a swingline lender and a letter of credit issuer; and certain other lenders named therein.8-K001-1372610.112/16/2015
4.7.4††Third Amendment to Credit Agreement dated April 8, 2016 among Chesapeake Energy Corporation, as borrower; MUFG Union Bank N.A., as administrative agent, a swingline lender and a letter of credit issuer; and certain other lenders named therein.10-Q001-137264.28/4/2016
4.7.5Fourth Amendment to Credit Agreement dated May 19, 2017 among Chesapeake Energy Corporation, as borrower; MUFG Union Bank N.A., as administrative agent, a swingline lender and a letter of credit issuer; and certain other lenders named therein.8-K001-1372610.15/22/2017
4.8Intercreditor 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
4.9Collateral 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
4.10Term Loan Agreement dated August 23, 2016 among Chesapeake Energy Corporation, the lenders party thereto and Deutsche Bank Trust Company Americas, as term agent.8-K001-137264.18/24/2016
4.11Class A Term Loan Supplement dated August 23, 2016 among Chesapeake Energy Corporation, the lenders party thereto and Deutsche Bank Trust Company Americas, as term agent.8-K001-137264.28/24/2016
4.12Collateral Trust Agreement, dated as of August 23, 2016 by and among MUFG Union Bank, N.A., as collateral trustee and revolver agent, and Deutsche Bank Trust Company Americas, as term loan agent, and acknowledged and agreed by Chesapeake Energy Corporation and certain of its subsidiaries.8-K001-1372610.18/24/2016
4.13Indenture 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
4.14Sixth 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
4.15Registration Rights Agreement dated as of December 20, 2016, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Deutsche Bank Securities, Inc.8-K001-137264.412/20/2016
4.16Purchase Agreement, dated May 22, 2017, by and among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Citigroup Global Markets Inc., as representative of the initial purchasers named therein, relating to the private placement of the 8.00% Senior Notes due 2027.8-K001-1372610.15/23/2017
4.17Seventh 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
4.18Registration Rights Agreement dated as of June 6, 2017, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Citigroup Global Markets Inc.8-K001-137264.46/7/2017
4.19Purchase Agreement, dated September 27, 2017, by and among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Morgan Stanley & Co. LLC, as representative of the initial purchasers named therein, relating to the private placement of the 8.00% Senior Notes due 2025 and 8.00% Senior Notes due 2027.8-K001-1372610.19/28/2017
4.20Registration Rights Agreement, dated as of October 12, 2017, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Morgan Stanley & Co. LLC with respect to 8.00% Senior Notes due 2025.8-K001-137264.410/12/2017
4.21Registration Rights Agreement, dated as of October 12, 2017, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and Morgan Stanley & Co. LLC with respect to 8.00% Senior Notes due 2027.8-K001-137264.510/12/2017
10.1.1†Chesapeake’s 2003 Stock Incentive Plan, as amended.10-Q001-1372610.1.111/9/2009
10.1.2†Form of 2013 Restricted Stock Award Agreement for Chesapeake’s 2003 Stock Incentive Plan.10-K001-1372610.1.33/1/2013
10.2.1†Chesapeake’s 2005 Amended and Restated Long Term Incentive Plan.8-K001-1372610.16/20/2013
10.2.2†Form of 2013 Restricted Stock Award Agreement for 2005 Amended and Restated Long Term Incentive Plan.8-K001-1372610.32/4/2013
10.2.3†Form of Nonqualified Stock Option Agreement for 2005 Amended and Restated Long Term Incentive Plan.8-K001-1372610.12/4/2013
10.2.4†Form of Retention Nonqualified Stock Option Agreement for 2005 Amended and Restated Long Term Incentive Plan.8-K001-1372610.22/4/2013
10.2.5†Form of 2013 Non-Employee Director Restricted Stock Award Agreement for 2005 Amended and Restated Long Term Incentive Plan.10-K001-1372610.13.73/1/2013
10.2.6†Form of 2013 Performance Share Unit Award Agreement for 2005 Amended and Restated Long Term Incentive Plan.10-K001-1372610.13.93/1/2013
10.2.7†Form of 2014 Performance Share Unit Award Agreement for 2005 Amended and Restated Long Term Incentive Plan.10-K001-1372610.4.72/27/2014
10.2.8†Form of Restricted Stock Unit Award Agreement for 2005 Amended and Restated Long Term Incentive Plan.10-Q001-1372610.88/6/2013
10.2.9†Form of Non-Employee Director Restricted Stock Unit Award Agreement for 2005 Amended and Restated Long Term Incentive Plan.10-Q001-1372610.98/6/2013
10.2.10†Form of Pension and Equity Makeup Restricted Stock Award Agreement for 2005 Amended and Restated Long Term Incentive Plan for Robert D. Lawler.10-Q001-1372610.108/6/2013
10.3.1†Chesapeake Energy Corporation Deferred Amended and Restated Deferred Compensation Plan, effective January 1, 2016.10-K001-1372610.32/25/2016
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†Chesapeake Energy Corporation Deferred Compensation Plan for Non-Employee Directors.10-K001-1372610.163/1/2013
10.5.1†Employment Agreement dated as of May 20, 2013 between Robert D. Lawler and Chesapeake Energy Corporation.8-K001-1372610.15/23/2013
10.5.2†Amendment to Employment Agreement between Robert D. Lawler and Chesapeake Energy Corporation dated as of June 16, 2016.8-K001-1372610.16/17/2016
10.6†Employment Agreement dated as of January 1, 2016 between Domenic J. Dell’Osso, Jr. and Chesapeake Energy Corporation.8-K001-1372610.11/6/2016
10.7†Employment Agreement dated as of January 1, 2016 between James R. Webb and Chesapeake Energy Corporation.8-K001-1372610.21/6/2016
10.8†Employment Agreement dated as of January 1, 2016 between M. Jason Pigott and Chesapeake Energy Corporation.8-K001-1372610.41/6/2016
10.9†Employment Agreement dated as of January 1, 2016 between Frank J. Patterson and Chesapeake Energy Corporation.X
10.10†Form of Employment Agreement dated as of January 1, 2016 between Executive Vice President/Senior Vice President and Chesapeake Energy Corporation.8-K001-1372610.51/6/2016
10.11†Form of Indemnity Agreement for officers and directors of Chesapeake Energy Corporation and its subsidiaries.8-K001-1372610.36/27/2012
10.12†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-Q001-1372610.58/6/2014
10.12.6†Form of Director Restricted Stock Unit Award Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.68/6/2014
10.13Employment Agreement dated as of August 29, 2017 between Chesapeake Energy Corporation and William M. Buergler.8-K001-1372610.19/1/2017
12Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends.X
21Subsidiaries of Chesapeake Energy Corporation.X
23.1Consent of PricewaterhouseCoopers LLP.X
23.2Consent of Software Integrated Solutions, Division of Schlumberger Technology Corporation.X
31.1Robert D. Lawler, President and Chief Executive Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Domenic J. Dell’Osso, Jr., Executive Vice President and Chief Financial Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1Robert D. Lawler, President and Chief Executive Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2Domenic J. Dell’Osso, Jr., Executive Vice President and Chief Financial Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
99Report of Software Integrated Solutions, Division of Schlumberger Technology Corporation.X
101 INSXBRL Instance Document.X
101 SCHXBRL Taxonomy Extension Schema Document.X
101 CALXBRL Taxonomy Extension Calculation Linkbase Document.X
101 DEFXBRL Taxonomy Extension Definition Linkbase Document.X
101 LABXBRL Taxonomy Extension Labels Linkbase Document.X
101 PREXBRL Taxonomy Extension Presentation Linkbase Document.X
*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.
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.

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