CHESAPEAKE ESCROW ISSUER LLC AND EACH OF THE GUARANTORS PARTY HERETO 5.500% SENIOR NOTES DUE 2026 5.875% SENIOR NOTES DUE 2029 INDENTURE Dated as of February 5, 2021 DEUTSCHE BANK TRUST COMPANY AMERICAS TrusteeSupplemental Indenture • March 1st, 2021 • Chesapeake Energy Corp • Crude petroleum & natural gas • New York
INDENTURE dated as of February 5, 2021, among Chesapeake Escrow Issuer LLC, a Delaware limited liability company (the “Escrow Issuer” and, prior to the Completion Date (as defined herein), the “Issuer”), the Guarantors party hereto from time to time (as defined herein) and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).
Chesapeake Escrow Issuer LLCChesapeake Energy Corp • March 1st, 2021 • Crude petroleum & natural gas • New York
Chesapeake Escrow Issuer LLC, a Delaware limited liability company (the “Escrow Issuer”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom you are acting as representatives (the “Representatives”), an aggregate of $500,000,000 principal amount of the 5.500% Senior Notes due 2026 (the “2026 Notes”) and an aggregate of $500,000,000 principal amount of 5.875% Senior Notes due 2029 (the “2029 Notes and, together with the 2026 Notes, the “Securities”). Upon execution and delivery of the Joinder Agreement (as defined below), the obligations of the Company (as defined below) under the Securities will be fully and unconditionally guaranteed (the “Guarantees”) as to the payment of principal, premium, if any, and interest, on a senior basis, jointly and severally, by each of the guarantors listed on Annex II hereto (each, a “Guarantor” and, collectively, the “G
JOINDER AGREEMENT Chesapeake Energy Corporation and the Guarantors party hereto $500,000,000 of 5.500% Senior Notes due 2026 $500,000,000 of 5.875% Senior Notes due 2029Joinder Agreement • March 1st, 2021 • Chesapeake Energy Corp • Crude petroleum & natural gas • New York
Reference is hereby made to that certain purchase agreement (the “Purchase Agreement”) dated as of February 2, 2021, among Chesapeake Escrow Issuer LLC, a Delaware limited liability company(the “Escrow Issuer”) and Goldman Sachs & Co. LLC and RBC Capital Markets, LLC as representatives of each of the other Purchasers named in Schedule I thereto (collectively, the “Purchasers”) relating to the issuance and sale to the Purchasers of $500,000,000 aggregate principal amount of Escrow Issuer’s 5.500% Senior Notes due 2026 and $500,000,000 aggregate principal amount of the Escrow Issuer’s 5.875% Senior Notes due 2029 (the “Securities”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 1st, 2021 • Chesapeake Energy Corp • Crude petroleum & natural gas • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of February 9, 2021 among Chesapeake Energy Corporation, an Oklahoma corporation (the “Company” or the “Permanent Issuer”), the parties that are signatories hereto as Guarantors (each, a “Guaranteeing Subsidiary”) and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”).
