Chesapeake Energy Corp Sample Contracts

Chesapeake Energy Corp – EMPLOYMENT AGREEMENT between CHESAPEAKE ENERGY CORPORATION and WILLIAM M. BUERGLER Effective January 1, 2019 (February 27th, 2019)

THIS AGREEMENT is made effective January 1, 2019, between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company") and William M. Buergler, an individual (the "Executive").

Chesapeake Energy Corp – 2018 FIRST AMENDMENT TO THE CHESAPEAKE ENERGY CORPORATION AMENDED AND RESTATED DEFERRED COMPENSATION PLAN (February 27th, 2019)

Disability Benefit. When a Participant becomes Disabled, he or she shall be entitled to a Disability Benefit. The Disability Benefit shall be equal to the vested portion of the Retirement/Termination Account and (i) if the Retirement/Termination Account is payable in a lump sum, the unpaid balances of any Specified Date Accounts, or (ii) if the Retirement/Termination Account is payable in installments, the vested portion of any Specified Date Accounts with respect to which payments have not yet commenced. The Disability Benefit shall be based on the value of the Accounts as of the last day of the month in which Disability occurs and will be paid in the following month.”

Chesapeake Energy Corp – EMPLOYMENT AGREEMENT (February 27th, 2019)

THIS AGREEMENT is made effective [Date], between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company") and [Name of Executive], an individual (the "Executive").

Chesapeake Energy Corp – CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF CHESAPEAKE ENERGY CORPORATION (February 1st, 2019)

Chesapeake Energy Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the Oklahoma General Corporation Act (the “Act”), for the purpose of amending its restated certificate of incorporation, does hereby submit the following:

Chesapeake Energy Corp – FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 2019 AMONG CHESAPEAKE ENERGY CORPORATION, AS THE BORROWER, MUFG UNION BANK, N.A., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO (February 1st, 2019)

This First Amendment to Amended and Restated Credit Agreement (this “Amendment”) dated as of February 1, 2019, is among Chesapeake Energy Corporation, an Oklahoma corporation (the “Borrower”), each of the undersigned guarantors (the “Guarantors”), each Lender (as defined below) party hereto, and MUFG Union Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Chesapeake Energy Corp – Sixth Amendment to Credit Agreement (February 1st, 2019)

This Sixth Amendment to Credit Agreement (this “Sixth Amendment”), dated as of February 1, 2019 (the “Sixth Amendment Effective Date”), is among Brazos Valley Longhorn, L.L.C., a Delaware limited liability company (“WildHorse LLC”) and successor by merger to WildHorse Resource Development Corporation, a Delaware corporation (“WildHorse Corp.”); each of the Guarantors party hereto (the “Guarantors” and collectively with the Borrower, the “Loan Parties”); each of the Lenders party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Chesapeake Energy Corp – FOURTH SUPPLEMENTAL INDENTURE (February 1st, 2019)

WHEREAS, WildHorse Resource Development Corporation, a Delaware corporation (the “Predecessor Issuer”), has heretofore executed and delivered to the Trustee an indenture (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), dated as of February 1, 2017 providing for the issuance of its 6.875% Senior Notes due 2025 (the “Notes”);

Chesapeake Energy Corp – FORWARD-LOOKING STATEMENT Cautionary Statement Regarding Forward-Looking Information This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, WildHorse’s and Chesapeake’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, inc (January 9th, 2019)
Chesapeake Energy Corp – EMPLOYMENT AGREEMENT (January 4th, 2019)

THIS AGREEMENT is made effective January 1, 2019, between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company") and Mikell Jason Pigott, an individual (the "Executive").

Chesapeake Energy Corp – EMPLOYMENT AGREEMENT (January 4th, 2019)

THIS AGREEMENT is made effective January 1, 2019, between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company") and Frank J. Patterson, an individual (the "Executive").

Chesapeake Energy Corp – EMPLOYMENT AGREEMENT (January 4th, 2019)

THIS AGREEMENT is made effective January 1, 2019, between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company") and James R. Webb, an individual (the "Executive").

Chesapeake Energy Corp – AMENDMENT TO EMPLOYMENT AGREEMENT (January 4th, 2019)

This Amendment (the “Amendment”) is executed December 31, 2018, by and between Chesapeake Energy Corporation (the “Company”), and Robert D. Lawler (the “Executive”).

Chesapeake Energy Corp – EMPLOYMENT AGREEMENT (January 4th, 2019)

THIS AGREEMENT is made effective January 1, 2019, between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company") and Domenic Joseph Dell’Osso, Jr., an individual (the "Executive").

Chesapeake Energy Corp – FORWARD-LOOKING STATEMENT Cautionary Statement Regarding Forward-Looking Information This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, WildHorse’s and Chesapeake’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, inc (December 6th, 2018)
Chesapeake Energy Corp – VOTING AND SUPPORT AGREEMENT (October 30th, 2018)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2018, by and among CP VI Eagle Holdings, L.P. (the “Stockholder”), Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to in this Agreement collectively as the “parties,” and individually as a “party.” Capitalized terms used in this Agreement without definition shall have the respective meanings specified in the Merger Agreement (as defined below).

Chesapeake Energy Corp – VOTING AND SUPPORT AGREEMENT (October 30th, 2018)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2018, by and among Jay Carlton Graham (“Graham”), Esquisto Holdings, LLC, a Delaware limited liability company (“Esquisto Holdings”), WHE AcqCo Holdings, LLC, a Delaware limited liability company (“WHE AcqCo”), and WHR Holdings, LLC, a Delaware limited liability company (“WHR Holdings”), and NGP XI US Holdings, L.P., a Delaware limited partnership (“NGP XI” and, together with Graham, Esquisto Holdings, WHE AcqCo and WHR Holdings collectively, the “Stockholders” and each a “Stockholder”), Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to in this Agreement collectively as the “parties,” and individually as a “party.” Capitalized terms used in this Agreement without definition shall have the respective meanings specified in the Merger A

Chesapeake Energy Corp – FORWARD-LOOKING STATEMENT Cautionary Statement Regarding Forward-Looking Information This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, WildHorse’s and Chesapeake’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, inc (October 30th, 2018)
Chesapeake Energy Corp – VOTING AND SUPPORT AGREEMENT (October 30th, 2018)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2018, by and among Jay Carlton Graham (“Graham”), Esquisto Holdings, LLC, a Delaware limited liability company (“Esquisto Holdings”), WHE AcqCo Holdings, LLC, a Delaware limited liability company (“WHE AcqCo”), and WHR Holdings, LLC, a Delaware limited liability company (“WHR Holdings”), and NGP XI US Holdings, L.P., a Delaware limited partnership (“NGP XI” and, together with Graham, Esquisto Holdings, WHE AcqCo and WHR Holdings collectively, the “Stockholders” and each a “Stockholder”), Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to in this Agreement collectively as the “parties,” and individually as a “party.” Capitalized terms used in this Agreement without definition shall have the respective meanings specified in the Merger A

Chesapeake Energy Corp – Cautionary Statement Regarding Forward-Looking Information This communication may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, WildHorse’s and Chesapeake’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about be (October 30th, 2018)
Chesapeake Energy Corp – REGISTRATION RIGHTS AGREEMENT (October 30th, 2018)

This Registration Rights Agreement (this “Agreement”), is made and entered into as of October 29, 2018, by and among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and each of the other parties listed on the signature pages hereto (together with Parent, the “Parties”).

Chesapeake Energy Corp – AGREEMENT AND PLAN OF MERGER among CHESAPEAKE ENERGY CORPORATION, COLEBURN INC. and WILDHORSE RESOURCE DEVELOPMENT CORPORATION Dated as of October 29, 2018 (October 30th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2018 (this “Agreement”), among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), Coleburn Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”).

Chesapeake Energy Corp – REGISTRATION RIGHTS AGREEMENT (October 30th, 2018)

This Registration Rights Agreement (this “Agreement”), is made and entered into as of October 29, 2018, by and among Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and each of the other parties listed on the signature pages hereto (together with Parent, the “Parties”).

Chesapeake Energy Corp – VOTING AND SUPPORT AGREEMENT (October 30th, 2018)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2018, by and among CP VI Eagle Holdings, L.P. (the “Stockholder”), Chesapeake Energy Corporation, an Oklahoma corporation (“Parent”), and WildHorse Resource Development Corporation, a Delaware corporation (the “Company”). The parties to this Agreement are sometimes referred to in this Agreement collectively as the “parties,” and individually as a “party.” Capitalized terms used in this Agreement without definition shall have the respective meanings specified in the Merger Agreement (as defined below).

Chesapeake Energy Corp – CHESAPEAKE ENERGY CORPORATION as Issuer, THE SUBSIDIARY GUARANTORS PARTY HERETO as Subsidiary Guarantors, and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee NINTH SUPPLEMENTAL INDENTURE Dated September 27, 2018 to Indenture dated as of April 24, 2014 7.50% Senior Notes due 2026 (September 27th, 2018)

THIS NINTH SUPPLEMENTAL INDENTURE dated as of September 27, 2018 (this “Supplemental Indenture”), is among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), the Subsidiary Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”). Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Base Indenture (as defined below).

Chesapeake Energy Corp – CHESAPEAKE ENERGY CORPORATION as Issuer, THE SUBSIDIARY GUARANTORS PARTY HERETO as Subsidiary Guarantors, and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated September 27, 2018 to Indenture dated as of April 24, 2014 7.00% Senior Notes due 2024 (September 27th, 2018)

THIS EIGHTH SUPPLEMENTAL INDENTURE dated as of September 27, 2018 (this “Supplemental Indenture”), is among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), the Subsidiary Guarantors party hereto and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”). Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Base Indenture (as defined below).

Chesapeake Energy Corp – CHESAPEAKE ENERGY CORPORATION $850,000,000 7.00% Senior Notes due 2024 $400,000,000 7.50% Senior Notes due 2026 UNDERWRITING AGREEMENT (September 27th, 2018)
Chesapeake Energy Corp – AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 12, 2018 AMONG CHESAPEAKE ENERGY CORPORATION, AS THE BORROWER, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, MUFG UNION BANK, N.A., AS THE ADMINISTRATIVE AGENT, A SWINGLINE LENDER AND A LETTER OF CREDIT ISSUER, JPMORGAN CHASE BANK, N.A. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CO-SYNDICATION AGENTS, SWINGLINE LENDERS AND LETTER OF CREDIT ISSUERS, AND BANK OF AMERICA, N.A.; BMO HARRIS BANK N.A.; CITICORP NORTH AMERICA, INC.; CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK; MIZUHO BANK, LTD., AND ROYAL BANK OF CANADA, AS LET (September 12th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 12, 2018, is among CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (together with its permitted successors, the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), MUFG UNION BANK, N.A., as Administrative Agent, and each Swingline Lender and Letter of Credit Issuer from time to time party hereto.

Chesapeake Energy Corp – PENSION MAKEUP RESTRICTED STOCK AWARD AGREEMENT FOR (August 1st, 2018)

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) entered into as of the 17th day of June, 2018, by and between Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and Robert D. Lawler (the “Executive”);

Chesapeake Energy Corp – EMPLOYMENT AGREEMENT between CHESAPEAKE ENERGY CORPORATION and Frank Patterson Effective January 1, 2016 (February 22nd, 2018)

THIS AGREEMENT is made effective January 1, 2016, between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company") and Frank Patterson, an individual (the "Executive").

Chesapeake Energy Corp – FORWARD-LOOKING STATEMENTS This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrat (February 13th, 2018)
Chesapeake Energy Corp – FORWARD-LOOKING STATEMENTS This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They include statements that give our current expectations, guidance or forecasts of future events, production and well connection forecasts, estimates of operating costs, anticipated capital and operational efficiencies, planned development drilling and expected drilling cost reductions, general and administrat (February 6th, 2018)
Chesapeake Energy Corp – REGISTRATION RIGHTS AGREEMENT (October 12th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated October 12, 2017 (this “Agreement”) is entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and Morgan Stanley & Co. LLC (“Morgan Stanley”), acting as representative of the initial purchasers listed on Schedule A to the Purchase Agreement, as defined below (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”).

Chesapeake Energy Corp – REGISTRATION RIGHTS AGREEMENT (October 12th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated October 12, 2017 (this “Agreement”) is entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and Morgan Stanley & Co. LLC (“Morgan Stanley”), acting as representative of the initial purchasers listed on Schedule A to the Purchase Agreement, as defined below (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”).

Chesapeake Energy Corp – CHESAPEAKE ENERGY CORPORATION $300,000,000 8.000% Senior Notes due 2025 $550,000,000 8.000% Senior Notes due 2027 PURCHASE AGREEMENT (September 28th, 2017)
Chesapeake Energy Corp – EMPLOYMENT AGREEMENT between CHESAPEAKE ENERGY CORPORATION and William M. Buergler Effective August 29, 2017 (September 1st, 2017)

THIS AGREEMENT is made effective August 29, 2017, between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company") and William M. Buergler, an individual (the "Executive").