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
2.1Fifth Amended Joint Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Exhibit A of the Confirmation Order).8-K001-137262.11/19/2021
3.1Second Amended and Restated Certificate of Incorporation of Chesapeake Energy Corporation.8-K001-137263.12/9/2021
3.2Second Amended and Restated Bylaws of Chesapeake Energy Corporation.8-K001-137263.22/9/2021
3.3Certificate of Elimination of Series B Preferred Stock of Chesapeake Energy.X
4.1Description of Securities.8-A001-13726N/A2/9/2021
10.1Restructuring Support Agreement, dated June 28, 2020.8-K001-1372610.16/29/2020
10.2Backstop Commitment Agreement, dated June 28, 2020 (Exhibit 4 to the Restructuring Support Agreement).8-K001-1372610.16/29/2020
10.3Credit Agreement, dated as of February 9, 2021, among Chesapeake Energy Corporation, as borrower, MUFG Union Bank, N.A., as administrative agent, and the lenders and other parties thereto.8-K001-1372610.12/9/2021
10.4Registration Rights Agreement, dated as of February 9, 2021, by and among Chesapeake Energy Corporation and the other parties signatory thereto.8-K001-1372610.22/9/2021
10.5Class A Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.8-K001-1372610.32/9/2021
10.6Class B Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.8-K001-1372610.42/9/2021
10.7Class C Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.8-K001-1372610.52/9/2021

TABLE OF CONTENTS

10.8Form of Indemnity Agreement.8-K001-1372610.62/9/2021
10.9†Chesapeake Energy Corporation 2021 Long Term Incentive Plan.8-K001-1372610.72/9/2021
10.10Purchase Agreement, dated as of February 2, 2021, by and among Chesapeake Escrow Issuer LLC, and Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, as representatives of the purchasers signatory thereto, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.X
10.11Indenture dated as of February 5, 2021, among Chesapeake Escrow Issuer LLC, as issuer, the guarantors signatory thereto, and Deutsche Bank Trust Company Americas, as Trustee, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.X
10.12*Joinder Agreement, dated as of February 9, 2021, by and among Chesapeake Energy Corporation and the Guarantors party thereto, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.X
10.13First Supplemental Indenture, dated as of February 9, 2021, by and among Chesapeake Energy Corporation, the Guarantors signatory thereto, and Deutsche Bank Trust Company Americas, as Trustee, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.X
21Subsidiaries of Chesapeake Energy Corporation.X
23.1Consent of PricewaterhouseCoopers LLP.X
23.2Consent of LaRoche Petroleum Consultants, Ltd.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
95.1Mine Safety DisclosuresX
99.1Report of LaRoche Petroleum Consultants, Ltd.8-K001-1372699.22/2/2021
101 INSInline XBRL Instance Document.X

TABLE OF CONTENTS

101 SCHInline XBRL Taxonomy Extension Schema Document.X
101 CALInline XBRL Taxonomy Extension Calculation Linkbase Document.X
101 DEFInline XBRL Taxonomy Extension Definition Linkbase Document.X
101 LABInline XBRL Taxonomy Extension Labels Linkbase Document.X
101 PREInline XBRL Taxonomy Extension Presentation Linkbase Document.X
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.
†Management contract or compensatory plan or arrangement.
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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