0001193125-10-182451 Sample Contracts

FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 9th, 2010 • Chesapeake Energy Corp • Crude petroleum & natural gas • Texas

THIS FIFTH AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of May 11, 2010 (but effective on the Effective Date, defined below) by and among Chesapeake Energy Corporation (the “Company”), Chesapeake Exploration, L.L.C. (“Chesapeake Exploration”) and Chesapeake Appalachia, L.L.C. (“Chesapeake Appalachia”, and together with Chesapeake Exploration, collectively, the “Co-Borrowers”), Union Bank, N.A., as Administrative Agent (“Agent”), the other agents named therein, the Lenders from time to time parties thereto (the “Lenders”) and Woodlands Commercial Bank (f/k/a Lehman Brothers Commercial Bank) (“Woodlands”).

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RESTRICTED STOCK AWARD AGREEMENT FOR CHESAPEAKE ENERGY CORPORATION LONG TERM INCENTIVE PLAN
Restricted Stock Award Agreement • August 9th, 2010 • Chesapeake Energy Corp • Crude petroleum & natural gas • Oklahoma

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Award and Award Agreement (the “Notice”), by and between Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and the participant named on the Notice (the “Participant”);

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