CHESAPEAKE ENERGY CORPORATION
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(Exact name of Registrant as specified in its Charter)
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Oklahoma
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1-13726
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73-1395733
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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6100 North Western Avenue
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Oklahoma City
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OK
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73118
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(Address of principal executive offices)
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(Zip Code)
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(405)
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848-8000
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(Registrant’s telephone number, including area code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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CHKAQ*
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N/A*
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Exhibit No.
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Document Description
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Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, dated July 1, 2020, by and among Chesapeake Energy Corporation, as borrower, the guarantors party thereto, MUFG Union Bank, N.A., as the agent, and the several lenders from time to time party thereto (incorporated by reference to Exhibit A of Exhibit 10.1 to Chesapeake Energy Corporation’s Current Report on Form 8-K (File No. 001-13726) filed on June 29, 2020).
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First Amendment to Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, dated September 15, 2020, by and among Chesapeake Energy Corporation, as borrower, the guarantors party thereto, MUFG Union Bank, N.A., as the agent, and the several lenders from time to time party thereto.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
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CHESAPEAKE ENERGY CORPORATION
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By:
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/s/ JAMES R. WEBB
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James R. Webb
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Executive Vice President — General Counsel and Corporate Secretary
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BORROWER:
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CHESAPEAKE ENERGY CORPORATION
as a debtor and debtor-in-possession
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By:
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/s/ Domenic J. Dell'Osso, Jr.
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Name:
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Domenic J. Dell'Osso, Jr.
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Title:
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Executive Vice-President and Chief Financial Officer
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GUARANTORS:
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CHESAPEAKE AEZ EXPLORATION, L.L.C.
CHESAPEAKE APPALACHIA, L.L.C.
CHESAPEAKE E&P HOLDING, L.L.C.
CHESAPEAKE ENERGY LOUISIANA, LLC
CHESAPEAKE ENERGY MARKETING, L.L.C.
CHESAPEAKE EXPLORATION, L.L.C.
CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.
CHESAPEAKE MIDSTREAM DEVELOPMENT, L.L.C.
CHESAPEAKE NG VENTURES CORPORATION
CHESAPEAKE OPERATING, L.L.C., on behalf of itself and as general partner of
CHESAPEAKE LOUISIANA, L.P.
CHESAPEAKE PLAINS, LLC
CHESAPEAKE ROYALTY, L.L.C.
CHESAPEAKE VRT, L.L.C.
CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.
CHK ENERGY HOLDINGS, INC.
CHK NGV LEASING COMPANY, L.L.C.
CHK UTICA, L.L.C.
COMPASS MANUFACTURING, L.L.C.
EMLP, L.L.C., on behalf of itself and as the general partner of
EMPRESS LOUISIANA PROPERTIES, L.P.
EMPRESS, L.L.C.
GSF, L.L.C.
MC LOUISIANA MINERALS, L.L.C.
MC MINERAL COMPANY, L.L.C.
MIDCON COMPRESSION, L.L.C.
NOMAC SERVICES, L.L.C.
NORTHERN MICHIGAN EXPLORATION COMPANY, L.L.C.
SPARKS DRIVE SWD, INC.
WINTER MOON ENERGY CORPORATION
BRAZOS VALLEY LONGHORN FINANCE CORP.
BRAZOS VALLEY LONGHORN, L.L.C.
BURLESON SAND LLC
BURLESON WATER RESOURCES, LLC
ESQUISTO RESOURCES II, LLC
PETROMAX E&P BURLESON, LLC
WHE ACQCO., LLC
WHR EAGLE FORD LLC
WILDHORSE RESOURCES II, LLC
WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC,
each as a debtor and debtor-in-possession
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By:
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/s/ Domenic J. Dell'Osso, Jr.
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Name:
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Domenic J. Dell'Osso, Jr.
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Title:
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Executive Vice President and Chief Financial Officer
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MUFG UNION BANK, N.A., as Agent and Lender
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By:
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/s/ David Helffrich
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Name:
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David Helffrich
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Title:
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Director
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WELLS FARGO BANK NATIONAL ASSOCIATION, as Lender
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By:
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/s/ Brett Steele
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Name:
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Brett Steele
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Title:
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Director
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JPMORGAN CHASE BANK, N.A., as Lender
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By:
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/s/ Arina Mavilian
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Name:
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Arina Mavilian
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Title:
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Authorized Signatory
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BANK OF AMERICA, N.A., as Lender
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By:
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/s/ Tyler D. Levings
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Name:
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Tyler D. Levings
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Title:
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Director
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BMO HARRIS BANK N.A., as Lender
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By:
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/s/ Melissa Guzmann
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Name:
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Melissa Guzmann
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Title:
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Director
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CITIBANK, N.A., as Lender
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By:
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/s/ Phil Ballard
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Name:
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Phil Ballard
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Title:
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Vice President
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MIZUHO BANK, LTD., as Lender
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By:
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/s/ John Davies
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Name:
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John Davies
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Title:
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Authorized Signatory
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ROYAL BANK OF CANADA, as Lender
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By:
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/s/ Leslie P. Vowell
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Name:
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Leslie P. Vowell
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Title:
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Authorized Signatory
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ABN AMRO CAPITAL USA LLC, as Lender
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By:
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/s/ Hugo Diogo
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Name:
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Hugo Diogo
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Title:
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Managing Director
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By:
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/s/ Kelly Hall
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Name:
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Kelly Hall
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Title:
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Director
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DNB CAPITAL LLC, as Lender
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By:
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/s/ Mita Zalavadia
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Name:
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Mita Zalavadia
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Title:
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Assistant Vice President
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By:
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/s/ Ahelia Singh
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Name:
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Ahelia Singh
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Title:
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Assistant Vice President
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EXPORT DEVELOPMENT CANADA, as Lender
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By:
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/s/ Brian Craig
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Name:
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Brian Craig
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Title:
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Principal - Special Risks
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By:
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/s/ Michael J. Fortner
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Name:
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Michael J. Fortner
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Title:
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Principal EDC Special Risk
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GOLDMAN SACHS LENDING PARTNERS, as Lender
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By:
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/s/ Mahesh Mohan
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Name:
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Mahesh Mohan
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Title:
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Authorized Signatory
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MORGAN STANLEY BANK, N.A., as Lender
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By:
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/s/ Kevin Newman
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Name:
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Kevin Newman
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Title:
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Authorized Signatory
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MORGAN STANLEY SENIOR FUNDING, INC., as Lender
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By:
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/s/ Kevin Newman
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Name:
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Kevin Newman
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Title:
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Vice President
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