Common use of Securities Held by the Company Clause in Contracts

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- Name: Xxxxxx X. XxXxxxxxx Title: Chairman of the Board and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx X. Xxxxx ----------------------------------------- Name: Xxxxxxx X. Xxxxx Title: Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by CUBIST PHARMACEUTICALS, INC. By /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- Name: Xxxxxx X. XxXxxxxxx Title: Chairman of the Board Xxxx --------------------------- Vice President, Finance and Chief Executive Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY XXXXXXXXX XXXXXXXX, INC. BEAR, XXXXXXX & CO. BANC OF AMERICA SECURITIES LLC X.X. XXXXXX SECURITIES INC. XXXXXX BROTHERS PACIFIC GROWTH EQUITIES, INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL UBS WARBURG LLC By: CREDIT SUISSE FIRST BOSTON LLC by Xxxxxxxxx Xxxxxxxx, Inc. By: /s/ Xxxxxxx X. Xxxxx ----------------------------------------- Xxxxxxxx Xxxxxxxxx ------------------------------- Name: Xxxxxxx X. Xxxxx Xxxxxxxxx Title: Managing Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation X. X. XXXXXX COMPANY, INC. by /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- Xxxxxxxxx ----------------------------------- Name: Xxxxxx X. XxXxxxxxx Xxxxxxxxx Title: Chairman of the Board Executive Vice President and Chief Executive Financial Officer The foregoing Theforegoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC CORPORATION X. X. XXXXXX XXXXXXX & COSECURITIES INC. INCORPORATED XXXXXXX XXXXX BARNEY XXXXXX INC. FIRST UNION SECURITIES, INC. HSBC SECURITIES (USA) INC. XXXXXXXXX XXXXXXXX, INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORPXXXXXXXXXX & CO. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL THE XXXXXXXX CAPITAL GROUP, L.P. Acting on behalf of themselves and as the Representatives of the several Purchasers. By: CREDIT SUISSE FIRST BOSTON LLC CORPORATION by /s/ Xxxxx Xxxxxxx X. Xxxxx ----------------------------------------- --------------------------------------- Name: Xxxxx Xxxxxxx X. Xxxxx Title: Managing Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted liquidation amount of Preferred Securities is required hereunder, Preferred Securities held by the Trust, the Company or its affiliates (other than subsequent Holders of Transfer Restricted Preferred Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 10 11 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Trust in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by COLTEC INDUSTRIES, INC By: /s/ Xxxxxx ROBEXX X. XxXxxxxxx -------------------------------------- XXXXX ------------------------------------ Name: Xxxxxx Robexx X. XxXxxxxxx Xxxxx Title: Chairman of the Board Executive Vice President General Counsel and Chief Executive Officer Secretary COLTEC CAPITAL TRUST By: /s/ THOMXX X. XXXXX, XX. ------------------------------------ Name: Thomxx X. Xxxxx, Xx. Title: Administrative Trustee The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & COCORPORATION CIBC OPPEXXXXXXX XXXP. INCORPORATED XXXXXXX XXXXX BARNEY LEHMXX XXXTHERS INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL By: ACTING ON BEHALF OF THEMSELVES AND AS THE REPRESENTATIVES OF THE SEVERAL PURCHASERS BY CREDIT SUISSE FIRST BOSTON LLC by CORPORATION By: /s/ Xxxxxxx ROBEXX X. Xxxxx ----------------------------------------- XXXXXXX ------------------------------- Name: Robexx X. Xxxxxxx X. Xxxxx Title: DirectorAssociate 11

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by SPECTRASITE, INC. By: /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- Steven C. Lilly ---------------------------- Name: Xxxxxx X. XxXxxxxxx Steven C. Lilly Title: Chairman of the Board and Chief Executive Officer Vixx Xxxxxxxxx The foregoing Registration Rights Agreement Agree- ment is hereby confirmed and accepted as of the date first above writtenwritten by: LEHMAN BROTHERS INC. CITIGROUP GLOBAL MARKETS INC. CIBC WORLD MARKETS XXXX. BMO NESBITT BURNS CORP. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & COTD SECURITIES (USA) XXX. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL Bx: Xehman Brothers Inc. By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx X. Xxxxx ----------------------------------------- Perry Hoffmeister ----------------------------- Name: Xxxxxxx X. Xxxxx TitlePerry Hxxxxxxxxxx Xxtle: Managing Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Registrable Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [The remainder of this page is intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Initial Purchasers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by FAIR XXXXX CORPORATION By: /s/ Xxxxxx Xxxxxxx X. XxXxxxxxx -------------------------------------- Xxxxx ---------------------------------------- Name: Xxxxxx X. XxXxxxxxx Xxxxxxx Xxxxx Title: Chairman of the Board Vice President, Finance and Chief Executive Officer Corporate Controller The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX XXXXXXX, SACHS & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL ByXXXXXX PARTNERS LLC BY: CREDIT SUISSE FIRST BOSTON LLC by ON BEHALF OF THE PURCHASERS By: /s/ Xxxxxxx Xxxxxx X. Xxxxx ----------------------------------------- -------------------------------- Name: Xxxxxxx /s/ Xxxxxx X. Xxxxx Title: Director/s/ Managing Director BY: XXXXXXX, SACHS & CO. ON BEHALF OF THE PURCHASERS By: /s/ Xxxxxxx, Xxxxx & Co. -------------------------------- /s/ (Xxxxxxx, Sachs & Co.)

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Trust and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- HANOVER COMPRESSOR CAPITAL TRUST By: _______________________________________________________________ Name: Xxxxxx X. XxXxxxxxx Xxxxxxx Title: Chairman of the Board Administrative Trustee HANOVER COMPRESSOR COMPANY By:________________________________ Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer and Chief Executive Officer Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX CORPORATION XXXXXXX, XXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY XXXXXX INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL INCORPORATED By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx X. Xxxxx ----------------------------------------- CORPORATION Acting on behalf of itself and as the representative of the several Purchasers By:___________________________________________________________________ Name: Xxxxxxx X. Xxxxx Xxxx Title: Managing Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall will not be counted in determining whether such that consent or approval was given by the Holders of such that required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by THE CLEVELAND ELECTRIC ILLUMINATING COMPANY By: /s/ Xxxxxx Terrxxxx X. XxXxxxxxx -------------------------------------- Xxxxxxx -------------------------------- Name: Xxxxxx Terrxxxx X. XxXxxxxxx Xxxxxxx Title: Chairman of the Board and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted Vice President Accepted as of the date first above writtenhereof Morgxx Xxxnxxx & Xo. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX Incorporated Chase Securities Inc. First Chicago Capital Markets, Inc. McDoxxxx & COXompany Securities, Inc. Merrxxx Xxxch, Pierce, Fennxx & Xmitx Incorporated TD Securities (USA) Inc. Acting severally on behalf of themselves and the several Purchasers By MORGXX XXXNXXX & XO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx X. Michxxx Xxxxx ----------------------------------------- --------------------------------- Name: Xxxxxxx X. Mike Xxxxx Title: Director---------------------------

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such SecuritiesSecurities and other than the Trustees of General Electric Pension Trust and other than certain individuals that purchased in the aggregate 24,000 shares of Convertible Preferred Stock directly from the Initial Purchasers) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please lease sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by IXC COMMUNICATIONS, INC. By: /s/ Xxxxxx Xxxx X. XxXxxxxxx -------------------------------------- Xxxxxxxxxx ---------------------------- Name: Xxxxxx Xxxx X. XxXxxxxxx Wllingham Title: Chairman of the Board Senior Vice President and Chief Executive Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of f the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEARCORPORATION By: /s/ J. Xxxxx Xxxxxxx ----------------------------- Name: J. Xxxxx Xxxxxxx Title: Director XXXXXX, XXXXXXX READ & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxx ----------------------------------------- ----------------------------- Name: Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxx Title: DirectorVice President

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation ADC TELECOMMUNICATIONS, INC. by /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- Xxxxx Name: Xxxxxx X. XxXxxxxxx Xxxxx Title: Chairman of the Board Executive Vice President and Chief Executive Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEAR, XXXXXXX XXXXXX XXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx Xxxxx X. Xxxxx ----------------------------------------- Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Director By: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: DirectorVice President

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- MARTHA A. BURGER ----------------------------------- Name: Xxxxxx X. XxXxxxxxx Martha A. Burger Title: Chairman of the Board and Chief Executive Officer Xxxxxxxxx The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. CORPORATION BEAR, XXXXXXX STEARNS & CO. INC. XXXXXX LEHMAN BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX SALOMON SMITH BARNEY INC. XXXXXXX & COMPANY INTERNATIONAL By: CREDIT XXXXXT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx X. Xxxxx ----------------------------------------- FIRXX XXXTON CORPORATION Xx: /x/ XXM XXXXX ----------------------------------- Name: Xxxxxxx X. Xxxxx TitleTim Perrx Xxxle: Director

Securities Held by the Company. Whenever the consent or approval ------------------------------ of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates Affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates Affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by ACT Manufacturing, Inc. By: /s/ Xxxxxx Xxxx X. XxXxxxxxx -------------------------------------- Xxxx ------------------------------ Name: Xxxxxx Xxxx X. XxXxxxxxx Xxxx Title: President and Chairman of the Board and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED CORPORATION XXXXXXX XXXXX BARNEY XXXXXX INC XXXXX SECURITIES INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL XX XXXXX SECURITIES CORPORATION By: CREDIT SUISSE FIRST BOSTON LLC by Credit Suisse First Boston Corporation By: /s/ Xxxxxx X. Xxxxxxx X. Xxxxx ----------------------------------------- --------------------------- Name: Xxxxxx X. Xxxxxxx X. Xxxxx Title: Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers Purchaser and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- CVS CORPORATION By: ----------------------------- Name: Xxxxxx X. XxXxxxxxx Title: Chairman of the Board and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. CORPORATION BEAR, XXXXXXX & CO. INC. X.X. XXXXXX BROTHERS SECURITIES INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXX XXXXXXX & COMPANY INTERNATIONAL By: CO. INCORPORATED BY CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx X. Xxxxx ----------------------------------------- CORPORATION Acting on behalf of itself and as Representative of the several Purchasers By: ---------------------------- Name: Xxxxxxx X. Xxxxx Title: Director:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by ICOS CORPORATION By: /s/ Xxxxxx X. XxXxxxxxx Xxxx Xxxxxxx -------------------------------------- Name: Xxxxxx X. XxXxxxxxx Xxxx Xxxxxxx Title: Chairman of the Board Vice President and Chief Executive Officer General Counsel The foregoing Registration Rights Agreement is hereby confirmed and accepted by the Representatives listed on Schedule A as of the date first above written. CREDIT SUISSE FIRST BOSTON Credit Suisse First Boston LLC XXXXXX XXXXXXX Xxxxxxx, Xxxxx & COCo. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL By: CREDIT SUISSE FIRST BOSTON Credit Suisse First Boston LLC by By: /s/ Xxxxxxx X. Xxxxxx Xxxxx ----------------------------------------- --------------------------------- Name: Xxxxxxx X. Xxxxxx Xxxxx Title: DirectorManaging Director By: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. --------------------------------- Name: Title: Schedule A ---------- Xxxxxx X. Xxxxx & Co. Incorporated Xxxxxx Brothers Inc. X.X. Xxxxxx Securities Inc. SunTrust Capital Markets, Inc. UBS Securities LLC

Securities Held by the Company. Whenever the consent or ------------------------------ approval of Holders of a specified number percentage of Transfer Restricted principal amount at maturity of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by ALZA CORPORATION By: /s/ Xxxxxx Xxxxxxx X. XxXxxxxxx -------------------------------------- Xxxx -------------------------------- Name: Xxxxxx Xxxxxxx X. XxXxxxxxx Xxxx Title: Chairman of the Board Senior Vice President and Chief Executive Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC CORPORATION CHASE SECURITIES INC. XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL By: CREDIT SUISSE FIRST BOSTON LLC by CORPORATION By: /s/ Xxxxxxx Xxxxx X. Xxxxx ----------------------------------------- Xxx --------------------- Name: Xxxxxxx Xxxxx X. Xxxxx xxx Title: DirectorVice President

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation ADC TELECOMMUNICATIONS, INC. by /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- Name: Xxxxxx X. XxXxxxxxx Title: Chairman of the Board and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEAR, XXXXXXX XXXXXX XXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL XXXXX INCORPORATED as Representatives of the Initial Purchasers By: BANC OF AMERICA SECURITIES LLC by Name: Title: By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx X. Xxxxx ----------------------------------------- Name: Xxxxxxx X. Xxxxx Title: DirectorBy: XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX INCORPORATED by Name: Title: 14 QuickLinks

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation Cephalon, Inc. by /s/ Xxxxxx X. XxXxxxxxx -------------------------------------- J. KEVIN BUCHI --------------------------------------------- Name: Xxxxxx X. XxXxxxxxx J. Kevin Buchi Title: Chairman of the Board and Chief Executive Officer Senior XX xxx XXX The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEARCORPORATION ROBERTSON STEPHENS, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX SG COWEN SECURIXXXX XXXXOXXXXXX XBS WARBURG LLC U.S. BANCORP PIPEX XXXXXXY INC. XXXXXXX ADAMS, HARKNESS & COMPANY INTERNATIONAL ByHill, INC. BANC OF AMERICA SXXXXXXXXX XXX BY: CREDIT SUISSE FIRST BOSTON LLC XXXXXT XXXXXX XIRSX XXSTON CORPORATION by /s/ Xxxxxxx X. Xxxxx ----------------------------------------- PETE A. MEYERS --------------------------------------------- Name: Xxxxxxx X. Xxxxx Pete A. Meyers Title: Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified number percentage of Transfer Restricted principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Dealer Managers and the Company in accordance with its terms. Very truly yours, Chesapeake Energy Corporation by AT&T INC. By: /s/ Xxxxxx Xxxxxxxx X. XxXxxxxxx -------------------------------------- Xxxxxxxx Name: Xxxxxx Xxxxxxxx X. XxXxxxxxx Xxxxxxxx Title: Chairman of the Board Vice President and Chief Executive Officer Assistant Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEARDEUTSCHE BANK AG, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL LONDON BRANCH By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx X. Xxxxx ----------------------------------------- Xxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxx Title: DirectorManaging Director By: /s/ Marc Fratepietro Name: Marc Fratepietro Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. RBC EUROPE LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Duly Authorised Signatory SCHEDULE I Dealer Managers Deutsche Bank AG, London Branch Winchester House 1 Great Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ United Kingdom Attn: Liability Management Group Telephone: +00 00 0000 0000 Email: XX.XX_XXXX@xxxx.xxx and for purposes of Section 8(b): Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: High Grade Transaction Management/Legal RBC Europe Limited Xxxxxxxxx Xxxxx 0 Xxxx Xxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx SCHEDULE II Title of Series of Old Notes ISIN Number Principal Amount Outstanding ($MM) New Notes 1.050% Global Notes due 2023 XS1629865897 €750 1.050% Global Notes due 2023 1.800% Global Notes due 2026 XS1629866192 €1,750 1.800% Global Notes due 2026 2.350% Global Notes due 2029 XS1629866275 €1,500 2.350% Global Notes due 2029 Floating Rate Global Notes due 2023 XS1629866606 €1,250 Floating Rate Global Notes due 2023 3.550% Global Notes due 2037 XS1634248865 £1,000 — ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 90 days after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents. The Company has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.