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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
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.X
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
4.3.2First 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
4.3.3Second 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
4.4.1Credit 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
4.4.2First 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
4.4.3Second 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
4.4.4††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
4.4.5Fourth 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
4.4.6Amended 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
4.5Intercreditor 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
4.9Registration 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
4.10Purchase 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
4.11Seventh 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
4.12Registration 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
4.13Purchase 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
4.14Registration 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
4.15Registration 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
4.16Eighth 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
4.17Ninth 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
4.18.1Indenture 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
4.18.2First 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
4.18.3Second 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
4.18.4Third 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
4.18.5Fourth 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
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, effective January 1, 2019.X
10.4.1†Chesapeake Energy Corporation Deferred Compensation Plan for Non-Employee Directors.10-K001-1372610.163/1/2013
10.4.2†Amendment to the Chesapeake Energy Corporation Deferred Compensation Plan for Non-Employee Directors, effective January 1, 2017.10-K001-1372610.3.23/3/2017
10.5.1†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
10.5.3†Amendment to Employment Agreement between Robert D. Lawler and Chesapeake Energy Corporation dated as of December 31, 2018.8-K001-1372610.11/4/2019
10.5.4†Pension Makeup Restricted Stock Award Agreement for Robert D. Lawler, dated June 17, 2018.10-Q001-1372610.18/1/2018
10.6†Employment Agreement dated as of January 1, 2019 between Domenic J. Dell’Osso, Jr. and Chesapeake Energy Corporation.8-K001-1372610.21/4/2019
10.7†Employment Agreement dated as of January 1, 2019 between James R. Webb and Chesapeake Energy Corporation.8-K001-1372610.31/4/2019
10.8†Employment Agreement dated as of January 1, 2019 between Frank J. Patterson and Chesapeake Energy Corporation.8-K001-1372610.41/4/2019
10.9†Employment Agreement dated as of January 1, 2019 between M. Jason Pigott and Chesapeake Energy Corporation.8-K001-1372610.51/4/2019
10.10†Employment Agreement dated as of January 1, 2019 between Chesapeake Energy Corporation and William M. Buergler.X
10.11†Form of Employment Agreement dated as of January 1, 2019 between Executive Vice President/Senior Vice President and Chesapeake Energy Corporation.X
10.12†Form of Indemnity Agreement for officers and directors of Chesapeake Energy Corporation and its subsidiaries.8-K001-1372610.36/27/2012
10.13†Chesapeake Energy Corporation 2013 Annual Incentive Plan.DEF 14A001-13726Exhibit G5/3/2013
10.13.1†Chesapeake Energy Corporation Restated 2014 Long Term Incentive Plan.10-Q001-1372610.18/3/2017
10.13.2†Form of Restricted Stock Unit Award Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.28/6/2014
10.13.3†Form of Restricted Stock Award Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.38/6/2014
10.13.4†Form of Nonqualified Stock Option Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.48/6/2014
10.13.5†Form of Performance Share Unit Award Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.58/6/2014
10.13.6†Form of Director Restricted Stock Unit Award Agreement for 2014 Long Term Incentive Plan.10-Q001-1372610.68/6/2014
10.14.1Voting and Support Agreement, by and among Jay Carlton Graham, Esquisto Holdings, LLC, WHE AcqCo Holdings, LLC, WHR Holdings, LLC, NGP XI US Holdings, L.P., Chesapeake Energy Corporation and WildHorse Resource Development Corporation, dated as of October 29, 2018.8-K001-1372610.110/30/2018
10.14.2Voting and Support Agreement, by and among CP VI Eagle Holdings, L.P., Chesapeake Energy Corporation and WildHorse Resource Development Corporation, dated as of October 29, 2018.8-K001-1372610.210/30/2018
10.14.3Registration 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
10.15.1Credit Agreement, dated December 19, 2016, by and among WildHorse Resource Development Corporation, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, BMO Harris Bank, N.A., as Syndication Agent, the Lenders party thereto and the other parties party thereto.8-K001-3796410.312/22/2016
10.15.2First Amendment to Credit Agreement, dated as of April 4, 2017, by and among WildHorse Resource Development Corporation, each of the guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders party thereto, BMO Harris Bank, N.A., as Syndication Agent, the Lenders party thereto and the other parties party thereto.10-Q001-3796410.15/15/2017
10.15.3Second Amendment to Credit Agreement, dated as of June 30, 2017, by and among WildHorse Resource Development Corporation, each of the guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders party thereto, BMO Harris Bank, N.A., as Syndication Agent, the Lenders party thereto and the other parties party thereto.8-K001-3796410.17/7/2017
10.15.4Third Amendment to Credit Agreement, dated as of October 4, 2017, by and among WildHorse Resource Development Corporation, each of the guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders party thereto, BMO Harris Bank, N.A., as Syndication Agent, the Lenders party thereto and the other parties party thereto.8-K001-3796410.110/5/2017
10.15.5Fourth Amendment to Credit Agreement, dated as of March 23, 2018 by and among WildHorse Resource Development Corporation, each of the guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders party thereto, BMO Harris Bank, N.A., as Syndication Agent, the Lenders party thereto and the other parties party thereto.8-K001-3796410.13/27/2018
10.15.6Fifth Amendment to Credit Agreement, dated as of October 15, 2018 by and among WildHorse Resource Development Corporation, each of the guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders party thereto, BMO Harris Bank, N.A., as Syndication Agent, the Lenders party thereto and the other parties party thereto.10-Q001-3796410.111/8/2018
10.15.7Sixth Amendment to Credit Agreement, dated as of February 1, 2019, by and among Brazos Valley Longhorn, L.L.C. (as successor by merger to WildHorse Resource Development Corporation), each of each of the guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders party thereto, BMO Harris Bank, N.A., as Syndication Agent, the Lenders party thereto and the other parties party thereto.8-K001-1372610.12/1/2019
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
*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.
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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