Common use of GENERAL PROVISIONS REGARDING THE RESTRUCTURING Clause in Contracts

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. New Revolver3 Prior to the Effective Date, the Debtors will use commercially reasonable efforts to secure commitments for a secured revolving credit facility for up to $750 million of availability, which shall be undrawn as of the Effective Date. The New Revolver will be secured by a first Lien on substantially all of the Reorganized Debtors’ assets, subject to customary exclusions, pari passu with the Liens securing the New Term Loan and New Secured Notes. The New Revolver will be pari passu with the New Term Loan and New Secured Notes for payment; provided that the New Revolver may be senior in priority for payment at the Debtors’ discretion. New Capital Structure Prior to the Effective Date, the Debtors shall, in consultation with the Required Consenting HoldCo Creditors, use commercially reasonable efforts to raise the New Debt and obtain the optimal capital structure for the 1 This Plan Term Sheet is subject in its entirety to approval of the Debtors’ boards of directors, and with respect to conflicts matters, the Disinterested Directors and Managers. 2 Capitalized terms used but not defined in this Plan Term Sheet have the meanings given to such terms as otherwise defined in Exhibit A to this Plan Term Sheet. 3 Specific terms of the New Debt subject to change based on market conditions. GENERAL PROVISIONS REGARDING THE RESTRUCTURING Reorganized Debtors, which capital structure may be comprised of first-Lien and second-Lien debt and shall include the New Revolver for up to $750 million of availability. Net Funded Debt under such capital structure shall not exceed $7.0 billion. New Common Stock On the Effective Date, the Equity Issuer will issue the New Common Stock. The New Common Stock shall be subscribed for, and received, by the holders of Allowed Claims in exchange for their Claims in accordance with this Plan Term Sheet (either as a result of a contribution in kind of such Claims to the Equity Issuer in payment of the issue and subscription price of the New Common Stock or as a result of netting and setting off such Claims against the issue and subscription price payable by such holders to the Equity Issuer, as the case may be). If the Equity Issuer is a different Entity than the Debtor with respect to a particular Claim, such Claim will be contributed in kind (through any intermediate entities) to the direct parent company of such Debtor, such parent shall enter into a subscription agreement with such Debtor for additional shares, and the issue and subscription price of such additional shares shall be netted against and set off with such Claim. The Equity Issuer shall use commercially reasonable efforts to list the New Common Stock on a recognized U.S. stock exchange that qualifies as such for purposes of the U.S.-Luxembourg tax treaty.4 For the avoidance of doubt, the Plan Supplement shall address more specifically the mechanics of the receipt of the New Common Stock, together with the mechanics applicable to holders of Claims entitled to receive both New Common Stock and any other consideration, including any consideration issued or distributed by a Debtor other than the Equity Issuer. New Warrants On the Effective Date, the Equity Issuer will issue the New Warrants pursuant to the Plan and the Series A Warrant Agreement and consistent with the terms set forth in the New Warrants Term Sheet.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. New Revolver3 Prior DIP Facility Certain of the Consenting Creditors will provide, in the aggregate, up to $100 million in debtor-in-possession financing in the form of a multi-draw DIP Facility of which $50 million may be drawn upon approval of the DIP Facility on an interim basis and an additional up to $50 million may be drawn in increments of no less than $10 million on no more than five (5) occasions subject to the terms and conditions set forth in the term sheet attached to the RSA as Exhibit C (collectively, the “DIP Loans”). The DIP Facility will allow the Debtors to establish and fund a segregated account with proceeds from the DIP Facility in an amount not to exceed $20 million, which funds shall be available to the Debtors for disbursement to certain non-Debtor affiliates (the “Group Companies”) through secured intercompany borrowings on an as-needed basis in accordance with the DIP Budget. The Group Companies shall be party to a cash pooling agreement memorializing the cash management arrangement among the Group Companies. Subject to the satisfaction or waiver of the conditions set forth in the documents governing the Exit Term Loan Facility (as defined below), to the extent no DIP Facility is required, all amounts that would have been funded under such DIP Facility shall be funded as the Exit Term Loan Facility as set forth in Exhibit D-1. Exit Conversion of DIP Facility On the Plan Effective Date, the Debtors will use commercially reasonable efforts to secure loans and unused commitments for outstanding under the DIP Facility shall automatically convert into a secured revolving credit term loan facility for up to $750 million of availability, which shall be undrawn as of the Effective Date. The New Revolver will be secured by a first Lien on substantially all of the Reorganized Debtors’ assets, subject to customary exclusions, pari passu with the Liens securing terms and conditions set forth in the term sheet attached to the RSA as Exhibit D-1 (the “Exit Term Loan Facility”). New Term Loan and New Secured Notes. The New Revolver will be pari passu with On the New Term Loan and New Secured Notes for payment; provided that the New Revolver may be senior in priority for payment at the Debtors’ discretion. New Capital Structure Prior to the Plan Effective Date, the Reorganized Debtors shall, shall enter into a new senior secured term loan facility in consultation with the Required Consenting HoldCo Creditors, use commercially reasonable efforts aggregate principal amount of $300 million on the terms and conditions set forth in the term sheet attached to raise the RSA as Exhibit D-2 (the “New Debt and obtain the optimal capital structure for the 1 This Plan Term Sheet is subject in its entirety to approval of the Debtors’ boards of directors, and with respect to conflicts matters, the Disinterested Directors and ManagersLoan”). 2 Capitalized terms used but not defined in this Plan Term Sheet have the meanings given to such terms as otherwise defined in Exhibit A to this Plan Term Sheet. 3 Specific terms of the New Debt subject to change based on market conditions. GENERAL PROVISIONS REGARDING THE RESTRUCTURING Reorganized Debtors, which capital structure may be comprised of first-Lien and second-Lien debt and shall include the New Exit Revolver for up to $750 million of availability. Net Funded Debt under such capital structure shall not exceed $7.0 billion. New Common Stock On the Plan Effective Date, the Equity Issuer will issue the New Common Stock. The New Common Stock shall be subscribed for, and received, by the holders of Allowed Claims in exchange for their Claims in accordance with this Plan Term Sheet (either as a result of a contribution in kind of such Claims to the Equity Issuer in payment of the issue and subscription price of the New Common Stock or as a result of netting and setting off such Claims against the issue and subscription price payable by such holders to the Equity Issuer, as the case may be). If the Equity Issuer is a different Entity than the Debtor with respect to a particular Claim, such Claim will be contributed in kind (through any intermediate entities) to the direct parent company of such Debtor, such parent Reorganized Debtors shall enter into a subscription agreement with such Debtor for additional sharesthe Exit Revolver, and the issue and subscription price terms of such additional shares which shall be netted against in form and set off with such Claim. The Equity Issuer shall use commercially reasonable efforts to list the New Common Stock on a recognized U.S. stock exchange that qualifies as such for purposes of the U.S.-Luxembourg tax treaty.4 For the avoidance of doubt, the Plan Supplement shall address more specifically the mechanics of the receipt of the New Common Stock, together with the mechanics applicable to holders of Claims entitled to receive both New Common Stock and any other consideration, including any consideration issued or distributed by a Debtor other than the Equity Issuer. New Warrants On the Effective Date, the Equity Issuer will issue the New Warrants pursuant substance reasonably satisfactory to the Plan and the Series A Warrant Agreement and consistent with the terms set forth in the New Warrants Term SheetRequired Consenting Creditors.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. New Revolver3 Prior to Chapter 11 Plan On the Plan Effective Date, or as soon as is reasonably practicable thereafter, each holder of an Allowed Claim or Interest, as applicable, shall receive under the Plan the treatment described in this Restructuring Term Sheet in full and final satisfaction, settlement, release, and discharge of and in exchange for such holder’s Allowed Claim or Interest, except to the extent different treatment is agreed to by the Reorganized Debtors with the consent of the Required Consenting Stakeholders and the holder of such Allowed Claim or Interest, as applicable. The Plan will constitute a separate chapter 11 plan of reorganization for each Debtor. For the avoidance of doubt, any action required to be taken by the Debtors will use commercially reasonable efforts on the Plan Effective Date pursuant to secure commitments for a secured revolving credit facility for up to $750 million of availability, which shall this Restructuring Term Sheet may be undrawn taken on the Plan Effective Date or as of the Effective Date. The New Revolver will be secured by a first Lien on substantially all of the Reorganized Debtors’ assets, subject to customary exclusions, pari passu with the Liens securing the New Term Loan and New Secured Notes. The New Revolver will be pari passu with the New Term Loan and New Secured Notes for paymentsoon as is reasonably practicable thereafter; provided that the New Revolver may be senior in priority for payment at the Debtors’ discretion. New Capital Structure Prior foregoing shall not apply to the Conditions Precedent to the Plan Effective Date; and provided further that all distributions to Holders of DIP Claims and Claims in Class 3 must be made on the Plan Effective Date. Midstream Savings The Debtors intend to achieve savings on certain midstream contracts through rejection of such contracts and/or renegotiation of terms. In the event that sufficient savings (as determined by the Required Plan Sponsors) are not achieved, unless the Debtors shall, in consultation with and the Required Consenting HoldCo CreditorsStakeholders agree otherwise but subject to the reasonable written consent of the DIP Agent and Required Consenting DIP Lenders, use commercially reasonable efforts to raise the New Debt and obtain the optimal capital structure for the 1 This Plan Term Sheet is subject in its entirety to approval certain of the Debtors’ boards of directors, and assets will be separated from the Debtors’ remaining assets to the extent not inconsistent with 28 U.S.C. § 959(b). The Restructuring will then be consummated with respect to conflicts mattersthe remaining assets, and the Disinterested Directors separated assets will be wound down in a manner agreed between the Debtors and Managersthe Required Consenting Stakeholders. 2 Capitalized terms used but not defined in this Plan Term Sheet have DIP Facility The DIP Lenders will provide the meanings given to such terms as otherwise defined in Exhibit A to this Plan Term SheetDIP Facility. 3 Specific The material terms of the New Debt subject DIP Facility are set forth in the term sheet attached hereto as Exhibit 2 (the “DIP Term Sheet”). Exit Facilities On the Plan Effective Date, so long as the Conditions Precedent to change based the Exit Facilities have been satisfied, the Exit Facilities Lenders will provide the Exit Facilities pursuant to the Exit Facilities Credit Agreements on market conditionsthe terms set forth in the term sheet attached hereto as Exhibit 3 (the “Exit Facilities Term Sheet”). GENERAL PROVISIONS REGARDING THE RESTRUCTURING Reorganized Debtors, The Exit Facilities Lenders have each executed a commitment letter to the Exit Facilities which capital structure may incorporates the allocation of the Exit Facilities agreed by each lender prior to and as a condition precedent to the execution of the Restructuring Support Agreement. The Exit Facilities Documents shall be comprised of first-Lien and second-Lien debt and shall include consistent with the New Revolver for up to $750 million of availability. Net Funded Debt under such capital structure shall not exceed $7.0 billionExit Facilities Term Sheet. New Common Stock On the Plan Effective Date, Reorganized Chesapeake shall issue a single class of common equity interests (the Equity Issuer will issue the “New Common Stock”). The New Common Stock shall will be subscribed for, and received, by the holders of Allowed Claims in exchange for their Claims distributed in accordance with this Plan Restructuring Term Sheet (either as a result of a contribution in kind of such Claims and on terms acceptable to the Equity Issuer in payment of Required Plan Sponsors. As described herein, on the Plan Effective Date, pursuant to the Rights Offering, Reorganized Chesapeake shall issue and subscription price of the New Common Stock or as a result of netting and setting off such Claims against the issue and subscription price payable by such holders to the Equity Issuer, as the case may be). If the Equity Issuer is a different Entity than the Debtor with respect to a particular Claim, such Claim will be contributed in kind (through any intermediate entities) to the direct parent company of such Debtor, such parent shall enter into a subscription agreement with such Debtor for additional shares, and the issue and subscription an aggregate purchase price of such additional shares shall be netted against and set off with such Claim. The Equity Issuer shall use commercially reasonable efforts to list the New Common Stock on a recognized U.S. stock exchange that qualifies as such for purposes minimum of the U.S.-Luxembourg tax treaty.4 For the avoidance of doubt, the Plan Supplement shall address more specifically the mechanics of the receipt of the New Common Stock, together with the mechanics applicable to holders of Claims entitled to receive both New Common Stock and any other consideration, including any consideration issued or distributed by a Debtor other than the Equity Issuer. New Warrants On the Effective Date, the Equity Issuer will issue the New Warrants pursuant to the Plan and the Series A Warrant Agreement and consistent with the terms set forth in the New Warrants Term Sheet$600 million.

GENERAL PROVISIONS REGARDING THE RESTRUCTURING. New Revolver3 Prior funded on the Plan Effective Date to the Effective Date, the Debtors will use commercially reasonable efforts to secure commitments for a secured revolving credit facility for up to $750 million holders of availability, which shall be undrawn as First Lien Claims in lieu of the Effective Date. The New Revolver will be secured by a first Lien on substantially all of the Reorganized Debtors’ assets, subject to customary exclusions, pari passu with the Liens securing the New Term Loan and New Secured Notes. The New Revolver will be pari passu with the New Term Loan and New Secured Notes for payment; provided that the New Revolver may be senior in priority for payment at the Debtors’ discretion. New Capital Structure Prior to the Effective Date, the Debtors shall, in consultation with the Required Consenting HoldCo Creditors, use commercially reasonable efforts to raise the New Debt and obtain the optimal capital structure for the 1 This Plan Term Sheet is subject in its entirety to approval of the Debtors’ boards of directors, and with respect to conflicts matters, the Disinterested Directors and Managers. 2 Capitalized terms used but not defined cash distributions set forth in this Plan Term Sheet that were otherwise attributable to such difference; provided that the aggregate amount of the First Lien Replacement Term Loans will not exceed an amount to be agreed by the Requisite Backstop Parties and set forth in the Plan Supplement. The First Lien Replacement Term Loans, as applicable, will rank pari passu with and will be secured on substantially the same terms as the New Exit Facility Term Loan and have the meanings given to such same terms as otherwise defined the New Exit Facility Term Loan or such other terms as agreed by the Requisite Backstop Parties and the Debtors. On the Plan Effective Date, the net cash proceeds of the Required Exit Facility Term Loans (and all other cash on hand held by the Debtors as of the Plan Effective Date) will be: · first, used to pay in Exhibit A full in cash Allowed DIP Claims, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, Allowed Other Priority Claims, and executory contract and unexpired lease cure claims as and to the extent that such Claims are required to be paid in cash under the Plan; · second, used to fund a reserve sufficient to satisfy Allowed General Unsecured Claims against any Non-Obligor Debtor;3 · third, used to fund a reserve sufficient to satisfy any required cash distributions to holders of Allowed Second Lien Claims and Allowed General Unsecured Claims against any Obligor Debtor4 as set forth in this Plan Term Sheet. 3 Specific terms of ; · fourth, used, to the New Debt subject extent necessary, to change based on market conditions. GENERAL PROVISIONS REGARDING THE RESTRUCTURING fund a minimum cash balance for the Reorganized Debtors, which capital structure may be comprised of first-Lien and second-Lien debt and shall include the New Revolver for up Debtors in an aggregate amount equal to $750 75 million plus any amounts received on account of availability. Net Funded Debt under such capital structure shall not exceed $7.0 billion. New Common Stock On GCI (as defined in the Effective Date, Uniti Term Sheet) reimbursements and Cash Payments (as defined in the Equity Issuer will issue the New Common Stock. The New Common Stock shall be subscribed for, and received, Uniti Term Sheet) received by the Debtors on or before the Plan Effective Date (the “Minimum Cash Balance”); and · fifth, distributed to holders of Allowed Claims in exchange for their First Lien Claims in accordance with this Plan Term Sheet (either as a result of a contribution in kind of such Claims to the Equity Issuer in payment of the issue and subscription price of the New Common Stock or as a result of netting and setting off such Claims against the issue and subscription price payable by such holders to the Equity Issuer, as the case may be). If the Equity Issuer is a different Entity than the Debtor with respect to a particular Claim, such Claim will be contributed in kind (through any intermediate entities) to the direct parent company of such Debtor, such parent shall enter into a subscription agreement with such Debtor for additional shares, and the issue and subscription price of such additional shares shall be netted against and set off with such Claim. The Equity Issuer shall use commercially reasonable efforts to list the New Common Stock on a recognized U.S. stock exchange that qualifies as such for purposes of the U.S.-Luxembourg tax treaty.4 For the avoidance of doubtdistributed proceeds, the Plan Supplement shall address more specifically the mechanics of the receipt of the New Common Stock, together with the mechanics applicable to holders of Claims entitled to receive both New Common Stock and any other consideration, including any consideration issued or distributed by a Debtor other than the Equity Issuer. New Warrants On the Effective Date, the Equity Issuer will issue the New Warrants pursuant to the Plan and the Series A Warrant Agreement and consistent with the terms set forth in the New Warrants Term Sheet.“