EX-10.1



 Exhibit 10.1 
  

 
 INTERCREDITOR AGREEMENT 

dated as of December 23, 2015 between 

MUFG Union Bank, N.A., 
 as
Priority Lien Agent, 
 and 

Deutsche Bank Trust Company Americas, 

as Second Lien Collateral Trustee 

and Acknowledged and Agreed by 

Chesapeake Energy Corporation and certain of its subsidiaries 
  

 
 THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN
(A) THE INDENTURE DATED AS OF DECEMBER 23, 2015, AMONG CHESAPEAKE ENERGY CORPORATION, CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE AND COLLATERAL TRUSTEE, (B) THE CREDIT
AGREEMENT DATED AS OF DECEMBER 15, 2014 AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG CHESAPEAKE ENERGY CORPORATION, THE LENDERS PARTY THERETO FROM TIME TO TIME AND MUFG UNION BANK, N.A., AS ADMINISTRATIVE AGENT,
(C) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE AND (D) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH CREDIT AGREEMENT. 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I

DEFINITIONS
	  			
	 Section 1.01
	 	Construction; Certain Defined Terms	  	 	1	  
	 ARTICLE II

LIEN PRIORITIES
	  			
	 Section 2.01
	 	Relative Priorities	  	 	18	  
	 Section 2.02
	 	Prohibition on Marshalling, Etc	  	 	20	  
	 Section 2.03
	 	No New Liens	  	 	20	  
	 Section 2.04
	 	Similar Collateral and Agreements	  	 	21	  
	 Section 2.05
	 	No Duties of Priority Lien Agent	  	 	22	  
	 Section 2.06
	 	No Duties of Second Lien Collateral Trustee	  	 	22	  
	 ARTICLE III

ENFORCEMENT RIGHTS; PURCHASE OPTION
	  			
	 Section 3.01
	 	Limitation on Enforcement Action	  	 	23	  
	 Section 3.02
	 	Standstill Periods; Permitted Enforcement Action	  	 	25	  
	 Section 3.03
	 	[Reserved]	  	 	27	  
	 Section 3.04
	 	Notification of Release of Collateral	  	 	27	  
	 Section 3.05
	 	No Interference; Payment Over	  	 	27	  
	 Section 3.06
	 	Purchase Option	  	 	30	  
	 ARTICLE IV

OTHER AGREEMENTS
	  			
	 Section 4.01
	 	Release of Liens; Automatic Release of Second Liens and Third Liens	  	 	32	  
	 Section 4.02
	 	Certain Agreements With Respect to Insolvency or Liquidation Proceedings	  	 	33	  
	 Section 4.03
	 	Reinstatement	  	 	40	  
	 Section 4.04
	 	Refinancings; Additional Priority Lien Debt; Additional Second Lien Debt; Initial Third Lien Indebtedness; Additional Third Lien Debt	  	 	41	  
	 Section 4.05
	 	Amendments to Second Lien Documents and Third Lien Documents	  	 	43	  
	 Section 4.06
	 	Legends	  	 	44	  
	 Section 4.07
	 	Second Lien Secured Parties and Third Lien Secured Parties Rights as Unsecured Creditors; Judgment Lien Creditor	  	 	44	  
	 Section 4.08
	 	Postponement of Subrogation	  	 	45	  
	 Section 4.09
	 	Acknowledgment by the Secured Debt Representatives	  	 	45	  
	 ARTICLE V

GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS
	  			
	 Section 5.01
	 	General	  	 	46	  
	 ARTICLE VI

APPLICATION OF PROCEEDS; DETERMINATION OF AMOUNTS
	  			
	 Section 6.01
	 	Application of Proceeds	  	 	47	  
	 Section 6.02
	 	Determination of Amounts	  	 	47	  


  
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	 ARTICLE VII

NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE;

CONSENT OF GRANTORS; ETC.
	  			
	 Section 7.01
	 	No Reliance; Information	  	 	48	  
	 Section 7.02
	 	No Warranties or Liability	  	 	48	  
	 Section 7.03
	 	Obligations Absolute	  	 	49	  
	 Section 7.04
	 	Grantors Consent	  	 	50	  
	 ARTICLE VIII

REPRESENTATIONS AND WARRANTIES
	  			
	 Section 8.01
	 	Representations and Warranties of Each Party	  	 	50	  
	 Section 8.02
	 	Representations and Warranties of Each Representative	  	 	50	  
	 ARTICLE IX

MISCELLANEOUS
	  			
	 Section 9.01
	 	Notices	  	 	50	  
	 Section 9.02
	 	Waivers; Amendment	  	 	51	  
	 Section 9.03
	 	Actions Upon Breach; Specific Performance	  	 	52	  
	 Section 9.04
	 	Parties in Interest	  	 	53	  
	 Section 9.05
	 	Survival of Agreement	  	 	53	  
	 Section 9.06
	 	Counterparts	  	 	53	  
	 Section 9.07
	 	Severability	  	 	53	  
	 Section 9.08
	 	Governing Law; Jurisdiction; Consent to Service of Process	  	 	53	  
	 Section 9.09
	 	WAIVER OF JURY TRIAL	  	 	54	  
	 Section 9.10
	 	Headings	  	 	54	  
	 Section 9.11
	 	Conflicts	  	 	54	  
	 Section 9.12
	 	Provisions Solely to Define Relative Rights	  	 	54	  
	 Section 9.13
	 	Certain Terms Concerning the Second Lien Collateral Trustee and the Third Lien Collateral Trustee	  	 	54	  
	 Section 9.14
	 	Certain Terms Concerning the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee	  	 	55	  
	 Section 9.15
	 	Authorization of Secured Agents	  	 	55	  
	 Section 9.16
	 	Further Assurances	  	 	55	  
	 Section 9.17
	 	Relationship of Secured Parties	  	 	56	  
	 Section 9.18
	 	Third Lien Provisions	  	 	56	  

  

			
	 Annex and Exhibits

	 Annex I
	 	
	 Exhibit A
	 	Form of Priority Confirmation Joinder
	 Exhibit B
	 	Security Documents


  
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 INTERCREDITOR AGREEMENT, dated as of December 23, 2015 (as amended, supplemented or
otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), between MUFG Union Bank, N.A., as administrative agent for the Priority Lien Secured Parties referred to herein (in such capacity, and
together with its successors and assigns in such capacity, the “Original Priority Lien Agent”), and Deutsche Bank Trust Company Americas, as collateral trustee for the Second Lien Secured Parties referred to herein (in such
capacity, and together with its successors in such capacity, the “Original Second Lien Collateral Trustee”) and acknowledged and agreed by Chesapeake Energy Corporation, an Oklahoma corporation (together with its successors and
assigns, “Chesapeake”) and certain of its subsidiaries. 
 Reference is made to (a) the Priority Credit Agreement
(defined below) and (b) the Second Lien Indenture (defined below) governing the Second Lien Indenture Notes (defined below). 
 From
time to time following the date hereof, Chesapeake may (i) incur Additional Priority Lien Obligations (defined below) to the extent permitted by the Secured Debt Documents (defined below); in connection with any Additional Priority Lien
Obligations, Chesapeake and the Priority Lien Agent (defined below) shall, concurrently with the incurrence of such Additional Priority Lien Obligations, enter into a Priority Lien Collateral Trust Agreement (defined below); (ii) incur
Additional Notes or Additional Second Lien Obligations (each defined below) to the extent permitted by the Secured Debt Documents; in connection with any Additional Second Lien Obligations (defined below), the applicable Second Lien Representative
(defined below) and the Second Lien Collateral Trustee (defined below) shall, concurrently with the incurrence of such Additional Second Lien Obligations, enter into a joinder to the Second Lien Collateral Trust Agreement (defined below) and
(iii) incur Initial Third Lien Obligations and Additional Third Lien Obligations (each as defined below) to the extent permitted by the Secured Debt Documents; in connection with the Initial Third Lien Obligations, Chesapeake and certain of its
subsidiaries, the Third Lien Representative (defined below) and the Third Lien Collateral Trustee (defined below) shall, concurrently with the incurrence of such Additional Third Lien Obligations, enter into a Third Lien Collateral Trust Agreement
(defined below). 
 In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Priority Lien Agent (for itself and on behalf of the Priority Lien Secured Parties) and the Second Lien Collateral Trustee (for itself and on behalf of the Second Lien Secured Parties) agree as
follows: 
 ARTICLE I 

DEFINITIONS 

Section 1.01 Construction; Certain Defined Terms. (a) The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to
be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any reference herein to any
agreement, instrument, other document, statute or regulation shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any
reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words
“herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles,
Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive. 







 (b) All terms used in this Agreement that are defined in Article 1, 8 or 9 of the New York UCC
(whether capitalized herein or not) and not otherwise defined herein have the meanings assigned to them in Article 1, 8 or 9 of the New York UCC. If a term is defined in Article 9 of the New York UCC and another Article of the UCC, such term shall
have the meaning assigned to it in Article 9 of the New York UCC. 
 (c) All terms capitalized but not defined herein shall have the meaning
assigned to them in the Priority Credit Agreement as in effect on the date hereof. 
 (d) Unless otherwise set forth herein, all references
herein to (i) the Second Lien Collateral Trustee shall be deemed to refer to the Second Lien Collateral Trustee in its capacity as collateral trustee under the Second Lien Collateral Trust Agreement and (ii) the Third Lien Collateral
Trustee shall be deemed to refer to the Third Lien Collateral Trustee in its capacity as collateral trustee under the Third Lien Collateral Trust Agreement. 

(e) As used in this Agreement, the following terms have the meanings specified below: 

“Additional Notes” has the meaning given to the term “Additional Securities” in the Second Lien Indenture as in
effect on the date hereof. 
 “Additional Priority Lien Debt Facility” means any Indebtedness under any Credit Facility for
which the requirements of Section 4.04(b) of this Agreement have been satisfied, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time in
accordance with each applicable Secured Debt Document; provided that neither the Priority Credit Agreement nor any Priority Substitute Credit Facility shall constitute an Additional Priority Lien Debt Facility at any time. 

“Additional Priority Lien Documents” means the Additional Priority Lien Debt Facility, the Priority Lien Collateral Trust
Agreement, the Additional Priority Lien Security Documents and any documents with respect to Banking Services Obligations if secured under the terms of Additional Priority Lien Security Documents. 

“Additional Priority Lien Obligations” means, with respect to any Grantor, any Obligations of such Grantor owed to any
Additional Priority Lien Secured Party (or any of its Affiliates) in respect of the Additional Priority Lien Documents. 

“Additional Priority Lien Secured Parties” means, at any time, (a) the Priority Lien Agent, (b) the trustee, agent
or other representative of the holders of any Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt, (c) each lender or issuing bank under the Additional Priority Lien Debt Facility or an
Affiliate (as defined in the Additional Priority Lien Debt Facility) thereof at the time such Banking Services Obligation is entered into, and is a secured party (or a party entitled to the benefits of the security) under any Additional Priority
Lien Document, (d) the beneficiaries of each indemnification obligation undertaken by any Grantor under any Additional Priority Lien Document and (e) each other holder of, or obligee in respect of, any holder or lender pursuant to any
Series of Priority Lien Debt outstanding at such time; provided that the Credit Agreement Secured Parties (other than the Priority Lien Agent) shall not be deemed Additional Priority Lien Secured Parties. 

  
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 “Additional Priority Lien Security Documents” means the Additional Priority Lien
Debt Facility (insofar as the same grants a Lien on the Collateral) and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements, or grants or transfers for
security, now existing or entered into after the date hereof, executed and delivered by Chesapeake or any other Grantor to the Priority Lien Agent creating (or purporting to create) a Lien upon the Priority Lien Collateral in favor of the Additional
Priority Lien Secured Parties. 
 “Additional Second Lien Debt Facility” means any Indebtedness for which the requirements
of Section 4.04(b) of this Agreement have been satisfied, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time in accordance with
each applicable Secured Debt Document; provided that neither the Second Lien Indenture nor any Second Lien Substitute Facility shall constitute an Additional Second Lien Debt Facility at any time. 

“Additional Second Lien Documents” means the Additional Second Lien Debt Facility and the Additional Second Lien Security
Documents. 
 “Additional Second Lien Obligations” means, with respect to any Grantor, any Obligations of such Grantor owed
to any Additional Second Lien Secured Party (or any of its Affiliates) in respect of the Additional Second Lien Documents. 

“Additional Second Lien Secured Parties” means, at any time, the Second Lien Collateral Trustee, the trustee, agent or other
representative of the holders of any Series of Second Lien Debt who maintains the transfer register for such Series of Second Lien Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Additional Second Lien
Document and each other holder of, or obligee in respect of, any holder or lender pursuant to any Series of Second Lien Debt outstanding at such time; provided that the Second Lien Indenture Secured Parties shall not be deemed Additional
Second Lien Secured Parties. 
 “Additional Second Lien Security Documents” means the Additional Second Lien Debt Facility
(insofar as the same grants a Lien on the Collateral) and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements, or grants or transfers for security, now
existing or entered into after the date hereof, executed and delivered by Chesapeake or any other Grantor creating (or purporting to create) a Lien upon the Second Lien Collateral in favor of the Additional Second Lien Secured Parties. 

“Additional Third Lien Debt Facility” means any Indebtedness for which the requirements of Section 4.04(b) of
this Agreement have been satisfied, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time in accordance with each applicable Secured Debt
Document; provided that no Third Lien Substitute Facility shall constitute an Additional Third Lien Debt Facility at any time. 

“Additional Third Lien Documents” means the Additional Third Lien Debt Facility and the Additional Third Lien Security
Documents. 
 “Additional Third Lien Obligations” means, with respect to any Grantor, any Obligations of such Grantor owed
to any Additional Third Lien Secured Party (or any of its Affiliates) in respect of the Additional Third Lien Documents. 

  
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 “Additional Third Lien Secured Parties” means, at any time, the Third Lien
Collateral Trustee, the trustee, agent or other representative of the holders of any Series of Third Lien Debt who maintains the transfer register for such Series of Third Lien Debt, the beneficiaries of each indemnification obligation undertaken by
any Grantor under any Additional Third Lien Document and each other holder of, or obligee in respect of, any holder or lender pursuant to any Series of Third Lien Debt outstanding at such time. 

“Additional Third Lien Security Documents” means the Additional Third Lien Debt Facility (insofar as the same grants a Lien
on the Collateral) and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements, or grants or transfers for security, now existing or entered into after the
date hereof, executed and delivered by Chesapeake or any other Grantor creating (or purporting to create) a Lien upon the Third Lien Collateral in favor of the Additional Third Lien Secured Parties. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person directly or
indirectly, whether through the ownership of Voting Stock, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Agreement” has the meaning assigned to such term in the preamble hereto. 

“Banking Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including
non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services) and (c) any other
demand deposit or operating account relationships or other cash management services, including pursuant to any agreement in respect of the foregoing. 

“Banking Services Obligations” means any and all Obligations of Chesapeake or any other Grantor, whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services. 

“Bankruptcy Code” means Title 11 of the United States Code. 

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law providing for the relief of debtors.

 “Board of Directors” means, with respect to any Person, the Board of Directors or other governing body of such Person or
any committee thereof duly authorized to act on behalf of such Board of Directors or such other governing body. 
 “Business
Day” means any day on which the New York Stock Exchange is open for trading and which is not a Legal Holiday. 
 “Capital
Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock, partnership or limited liability company interests or other equity securities (including,
without limitation, beneficial interests in or other securities of a trust) and any and all warrants, options and rights with respect thereto (whether or not currently exercisable), including each class of common stock and preferred stock of such
Person. 

  
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 “Chesapeake” has the meaning assigned to such term in the preamble hereto. 

“Class” means (a) in the case of Priority Lien Debt, every Series of Priority Lien Debt, taken together, (b) in the
case of Second Lien Debt, every Series of Second Lien Debt, taken together and (c) in the case of Third Lien Debt, every Series of Third Lien Debt, taken together. 

“Collateral” means all of the assets and property of any Grantor, whether real, personal or mixed, constituting the Priority
Lien Collateral, the Second Lien Collateral and/or the Third Lien Collateral. 
 “Credit Agreement Debt” means the
Indebtedness under the Priority Credit Agreement (including letters of credit and reimbursement obligations with respect thereto) and Indebtedness under any Priority Substitute Credit Facility. For purposes of this Agreement, Indebtedness under the
Priority Credit Agreement is permitted to be incurred under each of the Second Lien Indenture and any Initial Third Lien Document. 

“Credit Agreement Documents” means the Priority Credit Agreement, the Credit Agreement Security Documents, the other
“Credit Documents” (as defined in the Priority Credit Agreement), any documents with respect to Hedging Obligations and Banking Service Obligations secured under the terms of Credit Agreement Security Documents and all other loan
documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, any Priority Substitute Credit Facility. 

“Credit Agreement Obligations” means the Credit Agreement Debt and all other Obligations in respect of or in connection with
Credit Agreement Debt together with Hedging Obligations and Banking Services Obligations. For the avoidance of doubt, Hedging Obligations and Banking Services Obligations shall only constitute Credit Agreement Obligations to the extent that such
Hedging Obligations or Banking Services Obligations, as applicable, are secured under the terms of the Credit Agreement Documents. Notwithstanding any other provision hereof, the term “Credit Agreement Obligations” will include accrued
interest, fees, costs, and other charges incurred under the Priority Credit Agreement and the other Credit Agreement Documents, whether incurred before or after commencement of an Insolvency or Liquidation Proceeding, and whether or not allowable in
an Insolvency or Liquidation Proceeding. To the extent that any payment with respect to the Credit Agreement Obligations (whether by or on behalf of Chesapeake, as proceeds of security, enforcement of any right of set-off, or otherwise) is declared
to be fraudulent or preferential in any respect, set aside, or required to be paid to a debtor in possession, trustee, receiver, or similar Person, then the Obligation or part thereof originally intended to be satisfied will be deemed to be
reinstated and outstanding as if such payment had not occurred. 
 “Credit Agreement Secured Parties” means, at any time,
(a) the Priority Lien Agent, (b) each lender or issuing bank under the Priority Credit Agreement, (c) each holder, provider or obligee of any Hedging Obligations and Banking Services Obligations that (i) is a lender under the
Priority Credit Agreement or an Affiliate (as defined in the Priority Credit Agreement) thereof, or (ii) was such a lender or Affiliate at the time such Hedging Obligation or Banking Services Obligation, as applicable, was entered into, and is
a secured party (or a party entitled to the benefits of the security) under any Credit Agreement Document, (d) the beneficiaries of each indemnification obligation undertaken by any Grantor under any Credit Agreement Document, (e) each
other Person that provides letters of credit, guarantees or other credit support related thereto under any Credit Agreement Document and (f) each other holder of, or obligee in respect of, any Credit Agreement Obligations (including pursuant to
a Priority Substitute Credit Facility), in each case to the extent designated as a secured party (or a party entitled to the benefits of the security) under any Credit Agreement Document outstanding at such time. 

  
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 “Credit Agreement Security Documents” means the Priority Credit Agreement
(insofar as the same grants a Lien on the Collateral), each agreement listed in Part A of Exhibit B hereto, and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, control agreements, or grants or
transfers for security, now existing or entered into after the date hereof, executed and delivered by Chesapeake or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Priority Lien Agent (including any such
agreements, assignments, mortgages, deeds of trust and other documents or instruments associated with any Priority Substitute Credit Facility). 

“Credit Facilities” means one or more debt facilities (including, without limitation, the Priority Credit Agreement) or
commercial paper facilities, in each case with banks, investment banks, insurance companies, mutual funds and/or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from (or sell receivables to) such lenders against such receivables) or letters of credit, in each case, as amended, extended, restated, renewed, refunded, replaced (whether
contemporaneously or otherwise) or refinanced (in each case with Credit Facilities), supplemented or otherwise modified (in whole or in part and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time.

 “DIP Financing” has the meaning assigned to such term in Section 4.02(b). 

“DIP Financing Liens” has the meaning assigned to such term in Section 4.02(b). 

“DIP Lenders” has the meaning assigned to such term in Section 4.02(b). 

“Discharge of Priority Lien Obligations” means the occurrence of all of the following: 

(a) termination or expiration of all commitments to extend credit that would constitute Priority Lien Debt; 

(b) payment in full in cash of the principal of and interest and premium (if any) on all Priority Lien Debt (other than any undrawn letters of
credit); 
 (c) discharge or cash collateralization (in an amount equal to the lower of (i) 105% of the aggregate undrawn amount and
(ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Obligations and the aggregate fronting
and similar fees which will accrue thereon through the stated expiry of such letters of credit; 
 (d) payment in full in cash of obligations
in respect of Hedging Obligations constituting Priority Lien Obligations (and, with respect to any particular Hedge Agreement, termination of such agreement and payment in full in cash of all obligations thereunder or such other arrangements as have
been made by the counterparty thereto (and communicated to the Priority Lien Agent) pursuant to the terms of the Priority Credit Agreement); and 

(e) payment in full in cash of all other Priority Lien Obligations (including without limitation, Bank Services Obligations to the extent
included in Priority Lien Obligations) that are outstanding and unpaid at the time the Priority Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in
respect of which no claim or demand for payment has been made at or prior to such time); 

  
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provided that, if, at any time after the Discharge of Priority Lien Obligations has occurred, Chesapeake enters into any Priority Lien Document evidencing a Priority Lien Obligation which
incurrence is not prohibited by the applicable Secured Debt Documents, then such Discharge of Priority Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new Priority Lien
Obligations (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Priority Lien Obligations), and, from and after the date on which Chesapeake designates such Indebtedness as Priority Lien Debt in
accordance with this Agreement, the Obligations under such Priority Lien Document shall automatically and without any further action be treated as Priority Lien Obligations for all purposes of this Agreement, including for purposes of the Lien
priorities and rights in respect of Collateral set forth in this Agreement, any Second Lien Obligations shall be deemed to have been at all times Second Lien Obligations and at no time Priority Lien Obligations and any Third Lien Obligations shall
be deemed to have been at all times Third Lien Obligations and at no time Priority Lien Obligations or Second Lien Obligations. For the avoidance of doubt, a Replacement as contemplated by Section 4.04(a) shall not be deemed to cause a
Discharge of Priority Lien Obligations. 
 “Discharge of Second Lien Obligations” means the occurrence of all of the
following: 
 (a) termination or expiration of all commitments to extend credit that would constitute Second Lien Debt; 

(b) payment in full in cash of the principal of and interest and premium (if any) on all Second Lien Debt (other than any undrawn letters of
credit); 
 (c) discharge or cash collateralization (in an amount equal to the lower of (i) 105% of the aggregate undrawn amount and
(ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Second Lien Document) of all outstanding letters of credit constituting Second Lien Obligations and the aggregate fronting and
similar fees which will accrue thereon through the stated expiry of such letters of credit; 
 (d) payment in full in cash of all obligations
under secured Hedge Agreements constituting Second Lien Obligations (and, with respect to any particular Hedge Agreement, termination of such agreement and payment in full in cash of all obligations thereunder or such other arrangements as have been
made by the counterparty thereto (and communicated to the Second Lien Collateral Trustee) pursuant to the terms of the Second Lien Documents); and 

(e) payment in full in cash of all other Second Lien Obligations (including without limitation, Bank Services Obligations to the extent
included in Second Lien Obligations) that are outstanding and unpaid at the time the Second Lien Debt is paid in full in cash (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of
which no claim or demand for payment has been made at or prior to such time); 
 provided that, if at any time after the Discharge of
Second Lien Obligations has occurred, Chesapeake enters into any Second Lien Document evidencing a Second Lien Obligation which incurrence is not prohibited by the applicable Secured Debt Documents, then such Discharge of Second Lien Obligations
shall automatically be deemed not to have occurred for all purposes of this Agreement with respect to such new Second Lien Obligations (other than with respect to any actions taken as a result of the occurrence of such first Discharge of Second Lien
Obligations), and, from and after the date on which Chesapeake designates such Indebtedness as Second Lien Debt in accordance with this Agreement, the Obligations under such Second Lien Document shall automatically and without any further action be
treated as Second Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth in this Agreement, any Third Lien Obligations shall be deemed to have been at all
times Third Lien Obligations and at no time Second Lien Obligations. For the avoidance of doubt, a Replacement as contemplated by Section 4.04(a) shall not be deemed to cause a Discharge of Second Lien Obligations. 

  
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 “Disposition” shall mean any sale, lease, exchange, assignment, license,
contribution, transfer or other disposition. “Dispose” shall have a correlative meaning. 
 “Dollar-Denominated
Production Payments” means production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith. 

“Excluded Property” has the meaning ascribed to such term in the Second Lien Indenture as in effect on the date hereof. 

“Governmental Authority” means the government of the United States or any other nation, or any political subdivision thereof,
whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government. 
 “Grantor” means Chesapeake and each Subsidiary that shall have granted any Lien in favor of
any of the Priority Lien Agent, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee on any of its assets or properties to secure any of the Secured Obligations. 

“Hedge Agreements” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, fixed-price physical
delivery contracts, whether or not exchange traded, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or
subject to any master agreement, (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations
or liabilities under any Master Agreement and (c) other agreements or arrangements designed to protect a Person or any subsidiary thereof against fluctuations in interest rates, commodity prices or currency exchange rates. Notwithstanding the
foregoing, agreements or obligations entered into in the ordinary course of business to physically buy or sell any commodity produced from Chesapeake’s and the Subsidiaries’ Oil and Gas Properties or electricity generation facilities under
an agreement that has a tenor under 90 days shall not be considered Hedge Agreements. 
 “Hedge Bank” means any Person
(other than Chesapeake or any Subsidiary) that (a) at the time it enters into a Hedge Agreement is a lender under the Priority Credit Agreement, the administrative agent under the Priority Credit Agreement or an Affiliate of any of them or
(b) at any time after it enters into a Hedge Agreement, becomes a lender under the Priority Credit Agreement, the administrative agent under the Priority Credit Agreement or an Affiliate of any of them. 

“Hedging Obligations” means, with respect to any Person, the obligations of such Person incurred in the normal course of
business and not for speculative purposes under Hedge Agreements. 

  
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 “Hydrocarbon Interests” means all rights, titles, interests and estates and the
lands and premises covered or affected thereby in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, fee interests, surface interests, mineral fee interests, overriding royalty and royalty
interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature. 

“Hydrocarbons” means all oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid
hydrocarbons, gaseous hydrocarbons and constituents, elements or compounds thereof and all products refined or separated therefrom. 

“Indebtedness” means, without duplication, with respect to any Person, (a) all obligations of such Person, including
those evidenced by bonds, notes, debentures or similar instruments, for the repayment of money borrowed (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof); (b) all liabilities
of others of the kind described in the preceding clause (a) that such Person has guaranteed; and (c) Indebtedness (as otherwise defined in this definition) of another Person secured by a Lien on any asset of such Person, whether or not
such Indebtedness is assumed by such Person, the amount of such obligations being deemed to be the lesser of (i) the full amount of such obligations so secured and (ii) the fair market value of such asset, as determined in good faith by
the Board of Directors of such Person, which determination shall be evidenced by a resolution of such Board of Directors. Neither Dollar-Denominated Production Payments nor Volumetric Production Payments shall be deemed to be Indebtedness. 

“Initial Third Lien Debt Facility” means Indebtedness secured by a Third Lien for which the requirements of
Section 4.04(c) of this Agreement have been satisfied, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time in accordance with
each applicable Secured Debt Document. 
 “Initial Third Lien Documents” means the Initial Third Lien Debt Facility and the
Initial Third Lien Security Documents. 
 “Initial Third Lien Obligations” means, with respect to any Grantor, any
Obligations of such Grantor owed to any Initial Third Lien Secured Party (or any of its Affiliates) in respect of the Initial Third Lien Documents. 

“Initial Third Lien Secured Parties” means, at any time, the Third Lien Collateral Trustee, the trustees, agents and other
representatives of the holders of the Initial Third Lien Debt Facility (including any holders of notes pursuant to supplements executed in connection with the issuance of Series of Third Lien Debt under the Initial Third Lien Debt Facility) who
maintain the transfer register for such Third Lien Debt, the beneficiaries of each indemnification obligation undertaken by any Grantor under any Initial Third Lien Document and each other holder of, or obligee in respect of, any Initial Third Lien
Obligations, any holder or lender pursuant to any Initial Third Lien Document outstanding at such time; provided that the Additional Third Lien Secured Parties shall not be deemed Initial Third Lien Secured Parties. 

“Initial Third Lien Security Documents” means the Initial Third Lien Debt Facility (insofar as the same grants a Lien on the
Collateral) and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements, or grants or transfers for security, now existing or entered into after the date
hereof, executed and delivered by Chesapeake or any other Grantor creating (or purporting to create) a Lien upon the Third Lien Collateral in favor of the Initial Third Lien Secured Parties (including any such agreements, assignments, mortgages,
deeds of trust and other documents or instruments associated with any Third Lien Substitute Facility). 

  
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 “Insolvency or Liquidation Proceeding” means: 

(a) any case commenced by or against Chesapeake or any other Grantor under the Bankruptcy Code or any other Bankruptcy Law, any other
proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of Chesapeake or any other Grantor, any receivership or assignment for the benefit of creditors relating to Chesapeake or any other Grantor
or any similar case or proceeding relative to Chesapeake or any other Grantor or its creditors, as such, in each case whether or not voluntary; 

(b) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to Chesapeake or any other Grantor,
in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or 
 (c) any other proceeding of any type or
nature (including any composition agreement) in which substantially all claims of creditors of Chesapeake or any other Grantor are determined and any payment or distribution is or may be made on account of such claims. 

“Legal Holiday” is a Saturday, a Sunday or a day on which banks and trust companies in The City of New York are not required
by law or executive order to be open. 
 “Lien” means, with respect to any Person, any mortgage, pledge, lien, encumbrance,
easement, restriction, charge or adverse claim affecting title or resulting in an encumbrance against real or personal property of such Person, or a security interest of any kind (including any conditional sale or other title retention agreement,
any lease in the nature thereof or other similar agreement to sell, in each case securing obligations of such Person. 
 “New York
UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. 
 “Obligations”
means any principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit whether or not drawn), interest, premium (if any), fees, indemnifications, reimbursements, expenses and other
liabilities payable under the documentation governing any Indebtedness including, to the extent legally permitted, all interest, fees and other amounts incurred, accrued or arising thereon after the commencement of any Insolvency or Liquidation
Proceeding at the applicable interest rate, including any applicable post-default interest rate even if such interest, fees and other amounts are not enforceable, allowable or allowed as a claim in such proceeding. 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Senior Vice President, any Vice President or any Assistant Vice President of such Person. 

“Officers’ Certificate” means a certificate signed on behalf of Chesapeake by any two Officers of Chesapeake. 

“Oil and Gas Business” means the business of the exploration for, and exploitation, development, production, processing,
marketing, storage and transportation of, hydrocarbons, and other related energy and natural resource businesses (including oil and gas services businesses related to the foregoing). 

  
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 “Oil and Gas Properties” means (a) Hydrocarbon Interests, (b) the
properties now or hereafter pooled or unitized with Hydrocarbon Interests, (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including all units created under
orders, regulations and rules of any governmental authority) which may affect all or any portion of the Hydrocarbon Interests, (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements,
which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests, (e) all Hydrocarbons in and under and which may be produced and saved
or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests, (f) all tenements, hereditaments,
appurtenances and properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all properties, rights, titles, interests and estates described or referred to above, including any and all property,
real or personal, now owned or hereafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or property (excluding drilling rigs, automotive
equipment, rental equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, structures,
fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, gas processing plants and pipeline systems, power and cogeneration facilities and any related infrastructure to any thereof, tanks and tank
batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes
together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing. 
 “Original
Priority Lien Agent” has the meaning assigned to such term in the preamble hereto. 
 “Original Second Lien Collateral
Trustee” has the meaning assigned to such term in the preamble hereto. 
 “Original Second Lien Trustee” means
Deutsche Bank Trust Company Americas, in its capacity as trustee under the Second Lien Indenture, and together with its successors in such capacity. 

“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, estate,
association, unincorporated organization, or government or any agency or political subdivision thereof. 
 “Priority Confirmation
Joinder” means an agreement substantially in the form of Exhibit A. 
 “Priority Credit Agreement” means
that certain Credit Agreement, dated as of December 15, 2014, by and among Chesapeake, as borrower, the Original Priority Lien Agent, as administrative agent, and the other lenders party thereto, as such agreement, in whole or in part, in one
or more instances, may be amended, restated, renewed, extended, substituted, restructured, supplemented or otherwise modified from time to time (including, without limitation, any successive amendments, restatements, renewals, extensions or
substitutions), or replaced or refinanced with any Priority Substitute Credit Facility, and any credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument evidencing or governing the terms of
any Priority Substitute Credit Facility. 
 “Priority Lien” means a Lien granted by Chesapeake or any other Grantor in
favor of the Priority Lien Agent, at any time, upon any Property of Chesapeake or such Grantor to secure Priority Lien Obligations (including Liens on such Collateral under the security documents associated with any Priority Substitute Credit
Facility). 

  
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 “Priority Lien Agent” means (a) the Original Priority Lien Agent, and, from
and after the date of execution and delivery of a Priority Substitute Credit Facility, the agent, collateral agent, trustee or other representative of the lenders or holders of the Indebtedness and other Obligations evidenced thereunder or governed
thereby, in each case, together with its successors in such capacity and (b) the Priority Lien Agent as collateral trustee or agent in respect of any Additional Priority Lien Debt Facility pursuant to the Priority Lien Collateral Trust
Agreement. 
 “Priority Lien Collateral” shall mean all “Collateral”, as defined in the Priority Credit Agreement
or any other Priority Lien Document, and any other assets of any Grantor now or at any time hereafter subject to Liens which secure, but only to the extent securing, any Priority Lien Obligation. 

“Priority Lien Collateral Trust Agreement” means from and after the date of execution and delivery of any Additional Priority
Lien Debt Facility and/or a Priority Substitute Credit Facility, a collateral trust agreement entered into among Chesapeake, the other Grantors, the Priority Lien Agent and the other Priority Lien Representatives, as amended, restated, adjusted,
waived, renewed, extended, supplemented or otherwise modified from time to time, in accordance with each applicable Priority Lien Document. 

“Priority Lien Debt” means the Credit Agreement Debt and all additional Indebtedness incurred under any Additional Priority
Lien Documents and with respect to which the requirements of Section 4.04(b) have been satisfied. 
 “Priority Lien
Documents” means the Credit Agreement Documents, the Additional Priority Lien Documents and the Priority Lien Security Documents. 

“Priority Lien Obligations” means the Credit Agreement Obligations, Additional Priority Lien Obligations and, in each case,
all other Obligations in respect thereof. Notwithstanding any other provision hereof, the term “Priority Lien Obligations” will include accrued interest, fees, costs and other charges incurred under the Priority Lien Documents, whether
incurred before or after commencement of an Insolvency or Liquidation Proceeding. 
 “Priority Lien Representative” means
(a) in the case of the Priority Credit Agreement, the Priority Lien Agent, and (b) in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who
(i) is appointed as a Priority Lien Representative (for purposes related to the administration of the security documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Priority Lien Debt, together with
its successors in such capacity, and (ii) has executed the Priority Lien Collateral Trust Agreement or become party to the Priority Lien Collateral Trust Agreement by executing a joinder in the form required under the Priority Lien Collateral
Trust Agreement. 
 “Priority Lien Secured Parties” means, at any time, the Credit Agreement Secured Parties and the
Additional Priority Lien Secured Parties. 
 “Priority Lien Security Documents” means the Credit Agreement Security
Documents and the Additional Priority Lien Security Documents. 
 “Priority Substitute Credit Facility” means any Credit
Facility with respect to which the requirements contained in Section 4.04(a) of this Agreement have been satisfied and that Replaces the Priority Credit Agreement then in existence. For the avoidance of doubt, no Priority Substitute
Credit Facility shall be required to be a revolving or asset-based loan facility and may be a facility evidenced or governed by a credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument;
provided that any Priority Lien securing such Priority Substitute Credit Facility shall be subject to the terms of this Agreement for all purposes (including the lien priorities as set forth herein as of the date hereof). 

  
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 “Property” means, with respect to any Person, any interest of such Person in any
kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts, contract rights, Capital Stock and other securities issued by any other Person (but excluding Capital
Stock or other securities issued by such first mentioned Person). 
 “Proved Developed Reserves” means Proved Reserves
that, in accordance with the Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor), as in effect at the time in question, are classified as one of the following:
(a) “Developed Producing Reserves” or (b) “Developed Non-Producing Reserves”; and Proved Developed Reserves in the aggregate comprise Proved Reserves that are “Developed Producing Reserves” and “Developed
Non-Producing Reserves”. 
 “Proved Reserves” means oil and gas reserves that, in accordance with the Definitions for
Oil and Gas Reserves promulgated by the Society of Petroleum Engineers (or any generally recognized successor), as in effect at the time in question, are classified as both “Proved Reserves” and one or more of the following:
(a) “Developed Producing Reserves,” (b) “Developed Non-Producing Reserves” or (c) “Undeveloped Reserves”; and “Proved Reserves” in the aggregate comprise Proved Reserves that are “Developed
Producing Reserves”, “Developed Non-Producing Reserves”, and “Undeveloped Reserves.” 
 “Purchasable
Obligations” has the meaning assigned to such term in Section 3.06(b). 
 “Purchasable Priority Lien + DIP
Obligations” has the meaning assigned to such term in Section 3.06(a). 
 “Purchasable Priority Lien
Obligations” has the meaning assigned to such term in Section 3.06(a). 
 “Recovery” has the meaning
assigned to such term in Section 4.03(a). 
 “Replaces” means, (a) in respect of any agreement with
reference to the Priority Credit Agreement or the Priority Lien Obligations or any Priority Substitute Credit Facility, that such agreement refunds, refinances or replaces the Priority Credit Agreement, the Priority Lien Obligations or such Priority
Substitute Credit Facility in whole (in a transaction that is in compliance with Section 4.04(a)) and that all commitments thereunder are terminated, or, to the extent permitted by the terms of the Priority Credit Agreement, Priority
Lien Obligations or such Priority Substitute Credit Facility, in part, (b) in respect of any agreement with reference to the Second Lien Documents, the Second Lien Obligations or any Second Lien Substitute Facility, that such Indebtedness
refunds, refinances or replaces the Second Lien Documents, the Second Lien Obligations or such Second Lien Substitute Facility in whole (in a transaction that is in compliance with Section 4.04(a)) and that all commitments thereunder are
terminated, or, to the extent permitted by the terms of the Second Lien Documents, the Second Lien Obligations or such Second Lien Substitute Facility, in part and (c) in respect of any agreement with reference to the Third Lien Documents, the
Third Lien Obligations or any Third Lien Substitute Facility, that such Indebtedness refunds, refinances or replaces the Third Lien Documents, the Third Lien Obligations or such Third Lien Substitute Facility in whole (in a transaction that is in
compliance with Section 4.04(a)) and that all commitments thereunder are terminated, or, to the extent permitted by the terms of the Third Lien Documents, the Third Lien Obligations, or such Third Lien Substitute Facility, in part.
“Replace,” “Replaced,” “Replacing” and “Replacement” shall have correlative meanings. 

  
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 “Reserve Report” means a report setting forth, as of each January 1st or
July 1st (or another date as required or permitted by the Priority Credit Agreement), the Proved Reserves and Proved Developed Reserves (including the aggregate values thereof) attributable to the Oil and Gas Properties of Chesapeake and the
Grantors, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, in each case in the form delivered in accordance with the requirements of
the Priority Credit Agreement, or if there is no Priority Credit Agreement requiring delivery of a Reserve Report, in form substantially consistent as determined in good faith by Chesapeake with the form of Reserve Report required under the Priority
Credit Agreement as in effect on the Issue Date. 
 “Second Lien” means a Lien granted by a Second Lien Document to the
Second Lien Collateral Trustee, at any time, upon any Collateral by any Grantor to secure Second Lien Obligations (including Liens on such Collateral under the security documents associated with any Second Lien Substitute Facility). 

“Second Lien Collateral” shall mean all “Collateral”, as defined in any Second Lien Document, and any other assets
of any Grantor now or at any time hereafter subject to Liens which secure-but only to the extent securing-any Second Lien Obligations, but excludes any such “Collateral” that is granted to secure the Second Lien Obligations pursuant to the
second paragraph of Section 11.03(c) of the Second Lien Indenture as in effect on the date hereof and in compliance with such Section and the other Secured Debt Documents. 

“Second Lien Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of the date hereof, among Chesapeake,
the other Grantors from time to time party thereto, the Second Lien Trustee, the other Second Lien Representatives from time to time party thereto and the Second Lien Collateral Trustee, as amended, restated, adjusted, waived, renewed, extended,
supplemented or otherwise modified from time to time, in accordance with each applicable Second Lien Document. 
 “Second Lien
Collateral Trustee” means the Original Second Lien Collateral Trustee, and, from and after the date of execution and delivery of a Second Lien Substitute Facility, the agent, collateral agent, trustee or other representative of the lenders
or other holders of the Indebtedness and other obligations evidenced thereunder or governed thereby, in each case, together with its successors in such capacity appointed in accordance with the terms of the Second Lien Collateral Trust Agreement.

 “Second Lien Debt” means the Indebtedness under the Second Lien Indenture Notes issued on the date hereof and guarantees
thereof and all additional Indebtedness incurred under any Additional Second Lien Documents and all additional Indebtedness in respect of Additional Notes and guarantees thereof, in each case with respect to which the requirements of
Section 4.04(b) have been (or are deemed) satisfied, and all Indebtedness incurred under any Second Lien Substitute Facility. 

“Second Lien Documents” means the Second Lien Indenture Documents and the Additional Second Lien Documents. 

“Second Lien Indenture” means the Indenture, dated as of the date hereof, among Chesapeake, the Grantors party thereto from
time to time, the Second Lien Trustee and the Second Lien Collateral Trustee, as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise modified from time to time in accordance with the terms hereof (including any
supplements executed in connection with the issuance of any Series of Second Lien Debt under the Second Lien Indenture), and any credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument
evidencing or governing the terms of any Second Lien Substitute Facility. 

  
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 “Second Lien Indenture Documents” means the Second Lien Indenture, the Second
Lien Indenture Notes, the Second Lien Indenture Security Documents and all other documents, notes, guarantees, instruments and agreements governing or evidencing the Second Lien Indenture Obligations or any Second Lien Substitute Facility. 

“Second Lien Indenture Notes” means (i) the 8.00% Senior Secured Second Lien Notes due 2022 issued under the Second Lien
Indenture on the date hereof and (ii) any Additional Notes for which the requirements of Section 3.8 of the Second Lien Collateral Trust Agreement have been satisfied. 

“Second Lien Indenture Obligations” means, with respect to any Grantor, any Obligations of such Grantor owed to any Second
Lien Indenture Secured Party (or any of its Affiliates) in respect of the Second Lien Indenture Documents. 
 “Second Lien Indenture
Secured Parties” means, at any time, the Second Lien Trustee, the Second Lien Collateral Trustee, the trustees, agents and other representatives of the holders of the Second Lien Indenture Notes (including any holders of notes pursuant to
supplements executed in connection with the issuance of any Series of Second Lien Debt under the Second Lien Indenture) who maintain the transfer register for such Second Lien Indenture Notes or such Series of Second Lien Debt, the beneficiaries of
each indemnification obligation undertaken by any Grantor under any Second Lien Indenture Document and each other holder of, or obligee in respect of, any Second Lien Indenture Notes, any holder or lender pursuant to any Second Lien Indenture
Document outstanding at such time; provided that the Additional Second Lien Secured Parties shall not be deemed Second Lien Indenture Secured Parties. 

“Second Lien Indenture Security Documents” means the Second Lien Indenture (insofar as the same grants a Lien on the
Collateral), the Second Lien Collateral Trust Agreement, each agreement listed in Part B of Exhibit B hereto and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency
agreements, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed and delivered by Chesapeake or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of
the Second Lien Collateral Trustee (including any such agreements, assignments, mortgages, deeds of trust and other documents or instruments associated with any Second Lien Substitute Facility). 

“Second Lien Obligations” means Second Lien Debt and all other Obligations in respect thereof. Notwithstanding any other
provision hereof, the term “Second Lien Obligations” will include accrued interest, fees, costs and other charges incurred under the Second Lien Indenture and the other Second Lien Documents, whether incurred before or after commencement
of an Insolvency or Liquidation Proceeding and whether or not allowable in an Insolvency or Liquidation Proceeding. 
 “Second Lien
Purchaser Representative” means (a) initially, the Second Lien Trustee or (b) such other Person that is appointed from time to time by the Second Lien Representatives to replace the Second Lien Trustee (or subsequent Second Lien
Purchaser Representative) pursuant to a written notice to the Priority Lien Agent. 
 “Second Lien Purchasers” has the
meaning assigned to such term in Section 3.06(a). 
 “Second Lien Recovery” has the meaning assigned to such
term in Section 4.03(b). 
 “Second Lien Representative” means (a) in the case of the Second Lien
Indenture Notes, the Second Lien Trustee, and (b) in the case of any other Series of Second Lien Debt, the trustee, agent or representative of the holders of such Series of Second Lien Debt who (i) is appointed as a Second Lien


  
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Representative (for purposes related to the administration of the Additional Second Lien Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series
of Second Lien Debt, together with its successors in such capacity, and (ii) has become party to the Second Lien Collateral Trust Agreement by executing a joinder in the form required under the Second Lien Collateral Trust Agreement. 

“Second Lien Secured Parties” means the Second Lien Indenture Secured Parties and the Additional Second Lien Secured Parties.

 “Second Lien Security Documents” means the Second Lien Indenture Security Documents and the Additional Second Lien
Security Documents. 
 “Second Lien Standstill Period” has the meaning assigned to such term in
Section 3.02(a)(i). 
 “Second Lien Substitute Facility” means any facility with respect to which the
requirements contained in Section 4.04(a) of this Agreement have been satisfied and that Replaces the Second Lien Indenture and/or any Additional Second Lien Debt Facility then in existence. For the avoidance of doubt, no Second Lien
Substitute Facility shall be required to be evidenced by notes or other instruments and may be a facility evidenced or governed by a credit agreement, loan agreement, note agreement, promissory note, indenture or any other agreement or instrument;
provided that any such Second Lien Substitute Facility shall be subject to the terms of this Agreement for all purposes (including the lien priority as set forth herein as of the date hereof). 

“Second Lien Trustee” means the Original Second Lien Trustee, and, from and after the date of execution and delivery of a
Second Lien Substitute Facility, the agent, collateral agent, trustee or other representative of the lenders or other holders of the Indebtedness and other obligations evidenced thereunder or governed thereby, together with its successors in such
capacity. 
 “Secured Debt Documents” means the Priority Lien Documents, the Second Lien Documents and the Third Lien
Documents. 
 “Secured Debt Representative” means the Priority Lien Agent, the Second Lien Collateral Trustee and the Third
Lien Collateral Trustee. 
 “Secured Obligations” means the Priority Lien Obligations, the Second Lien Obligations and the
Third Lien Obligations. 
 “Secured Parties” means the Priority Lien Secured Parties, the Second Lien Secured Parties and
the Third Lien Secured Parties. 
 “Security Documents” means the Priority Lien Security Documents, the Second Lien
Security Documents and the Third Lien Security Documents. 
 “Series of Priority Lien Debt” means, severally, the Priority
Credit Agreement and each other issue or series of Priority Lien Debt (including any Additional Priority Lien Debt Facility) for which a single transfer register is maintained. 

“Series of Second Lien Debt” means, severally, the Second Lien Indenture Notes and each other issue or series of Second Lien
Debt (including any Additional Second Lien Debt Facility) for which a single transfer register is maintained. 

  
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 “Series of Secured Debt” means each Series of Priority Lien Debt, each Series of
Second Lien Debt and each Series of Third Lien Debt. 
 “Series of Third Lien Debt” means, severally, the Initial Third
Lien Debt Facility and each other issue or series of Third Lien Debt (including any Additional Third Lien Debt Facility) for which a single transfer register is maintained. 

“Standstill Period” means the Second Lien Standstill Period, the Third Lien First Standstill Period and the Third Lien Second
Standstill Period, as applicable. 
 “Subsidiary” means any subsidiary of Chesapeake. A “subsidiary” of
any Person means (i) a corporation a majority of whose Voting Stock is at the time, directly or indirectly, owned by such Person, by one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person,
(ii) a partnership in which such Person or a subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if such Person or its subsidiary is entitled to receive more than 50% of the
assets of such partnership upon its dissolution, or (iii) any other Person (other than a corporation or partnership) in which such Person, directly or indirectly, at the date of determination thereof, has (x) at least a majority ownership
interest or (y) the power to elect or direct the election of a majority of the Board of Directors of such Person. 
 “Third
Lien” means a Lien granted by a Third Lien Document to the Third Lien Collateral Trustee, at any time, upon any Collateral by any Grantor to secure Third Lien Obligations (including Liens on such Collateral under the security documents
associated with any Third Lien Substitute Facility). 
 “Third Lien Collateral” shall mean all “Collateral”, as
defined in any Third Lien Document, and any other assets of any Grantor now or at any time hereafter subject to Liens which secure, but only to the extent securing, any Third Lien Obligations. 

“Third Lien Collateral Trust Agreement” means from and after the date of execution and delivery of the Initial Third Lien
Debt Facility, a collateral trust agreement entered into among Chesapeake, the other Grantors, the Third Lien Representatives and the Third Lien Collateral Trustee, as amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise
modified from time to time, in accordance with each applicable Third Lien Document. 
 “Third Lien Collateral Trustee”
means from and after the date of execution and delivery of the Initial Third Lien Debt Facility, the agent, collateral agent, trustee or other representative of the lenders or other holders of the Indebtedness and other obligations evidenced
thereunder or governed thereby, in each case, together with its successors in such capacity appointed in accordance with the terms of the Third Lien Collateral Trust Agreement. 

“Third Lien Debt” means Indebtedness under the Initial Third Lien Debt Facility and Indebtedness incurred under any
Additional Third Lien Documents and with respect to which the requirements of Section 4.04(c) have been satisfied, and all Indebtedness incurred under any Third Lien Substitute Facility. 

“Third Lien Documents” means the Initial Third Lien Documents, the Additional Third Lien Documents and all other loan
documents, notes, guarantees, instruments and agreements governing or evidencing any Third Lien Substitute Facility. 
 “Third Lien
First Standstill Period” has the meaning assigned to such term in Section 3.02(a)(ii). 

  
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 “Third Lien Obligations” means Third Lien Debt and all other Obligations in
respect thereof. Notwithstanding any other provision hereof, the term “Third Lien Obligations” will include accrued interest, fees, costs and other charges incurred under the Third Lien Documents, whether incurred before or after
commencement of an Insolvency or Liquidation Proceeding. 
 “Third Lien Representative” means with respect to a Series of
Third Lien Debt, the trustee, agent or representative of the holders of such Series of Third Lien Debt who (i) is appointed as a Third Lien Representative (for purposes related to the administration of the security documents) pursuant to the
indenture, credit agreement or other agreement governing such Series of Third Lien Debt, together with its successors in such capacity, and (ii) has become party to the Third Lien Collateral Trust Agreement by executing a joinder in the form
required under the Third Lien Collateral Trust Agreement. 
 “Third Lien Second Standstill Period” has the meaning assigned
to such term in Section 3.02(b). 
 “Third Lien Secured Parties” means the Initial Third Lien Secured Parties
and the Additional Third Lien Secured Parties. 
 “Third Lien Security Documents” means the Initial Third Lien Security
Documents and the Additional Third Lien Security Documents. 
 “Third Lien Substitute Facility” means any facility with
respect to which the requirements contained in Section 4.04(a) of this Agreement have been satisfied and that Replaces any Initial Third Lien Debt Facility and/or Additional Third Lien Debt Facility then in existence. For the avoidance
of doubt, no Third Lien Substitute Facility shall be required to be evidenced by notes or other instruments and may be a facility evidenced or governed by a credit agreement, loan agreement, note agreement, promissory note, indenture or any other
agreement or instrument; provided that any such Third Lien Substitute Facility shall be subject to the terms of this Agreement for all purposes (including the lien priority as set forth herein as of the date hereof). 

“Volumetric Production Payments” means sales of limited-term overriding royalty interests in natural gas and oil reserves
that (i) entitle the purchaser to receive scheduled production volumes over a period of time from specific lease interests; (ii) are free and clear of all associated future production costs and capital expenditures; (iii) are
nonrecourse to the seller (i.e., the purchaser’s only recourse is to the reserves acquired); (iv) transfer title of the reserves to the purchaser; and (v) allow the seller to retain all production beyond the specified volumes, if any,
after the scheduled production volumes have been delivered. 
 “Voting Stock” means, with respect to any Person, securities
of any class or classes of Capital Stock in such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of contingency) to vote in the election of members of the Board of
Directors of such Person. 
 ARTICLE II 

LIEN PRIORITIES 

Section 2.01 Relative Priorities. 

(a) The grant of the Priority Liens pursuant to the Priority Lien Documents, the grant of the Second Liens pursuant to the Second Lien
Documents and the grant of the Third Liens pursuant to the Third Lien Documents create three separate and distinct Liens on the Collateral. 

  
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 (b) Notwithstanding anything contained in this Agreement, the Priority Lien Documents, the Second
Lien Documents, the Third Lien Documents or any other agreement or instrument or operation of law to the contrary, or any other circumstance whatsoever and irrespective of (i) how a Lien was acquired (whether by grant, possession, statute,
operation of law, subrogation, or otherwise), (ii) the time, manner, or order of the grant, attachment or perfection of a Lien, (iii) any conflicting provision of the New York UCC or other applicable law, (iv) any defect in, or
non-perfection, setting aside, or avoidance of, a Lien or a Priority Lien Document, a Second Lien Document or a Third Lien Document, (v) the modification of a Priority Lien Obligation, a Second Lien Obligation or a Third Lien Obligation, or
(vi) the subordination of a Lien on Collateral securing a Priority Lien Obligation to a Lien securing another obligation of Chesapeake or other Person that is permitted under the Priority Lien Documents as in effect on the date hereof or
securing a DIP Financing, each of the Second Lien Collateral Trustee, on behalf of itself and the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, on behalf of itself and the other Third Lien Secured Parties, hereby agree
that (i) any Priority Lien on any Collateral now or hereafter held by or for the benefit of any Priority Lien Secured Party shall be senior in right, priority, operation, effect and all other respects to (A) any and all Second Liens on any
Collateral and (B) any and all Third Liens on any Collateral, (ii) any Second Lien on any Collateral now or hereafter held by or for the benefit of any Second Lien Secured Party shall be (A) junior and subordinate in right, priority,
operation, effect and all other respects to any and all Priority Liens on any Collateral and (B) senior in right, priority, operation, effect and all other respects to any and all Third Liens on any Collateral and (iii) any Third Lien on
any Collateral now or hereafter held by or for the benefit of any Third Lien Secured Party shall be junior and subordinate in right, priority, operation, effect and all other respects to (A) any and all Priority Liens on any Collateral and
(B) any and all Second Liens on any Collateral. 
 (c) It is acknowledged that (i) the aggregate amount of the Priority Lien
Obligations may be increased from time to time pursuant to the terms of the Priority Lien Documents, (ii) a portion of the Priority Lien Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof
that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and (iii) (A) the Priority Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or
modified from time to time and (B) the Priority Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, in the case
of the foregoing (A) and (B) all without affecting the subordination of the Second Liens or Third Liens hereunder or the provisions of this Agreement defining the relative rights of the Priority Lien Secured Parties, the Second Lien
Secured Parties and the Third Lien Secured Parties. It is acknowledged that (i) the aggregate amount of the Second Lien Obligations may be increased from time to time pursuant to the terms of the Second Lien Documents (to the extent not
constrained by the Priority Credit Agreement or any other relevant agreement), (ii) a portion of the Second Lien Obligations may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or
from time to time may be increased or reduced and subsequently reborrowed, and (iii) (A) the Second Lien Documents may be replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the
Second Lien Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, in the case of the foregoing (A) and (B) all
without affecting the subordination of the Third Liens hereunder or the provisions of this Agreement defining the relative rights of the Priority Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties. It is
acknowledged that (i) the aggregate amount of the Third Lien Obligations may be increased from time to time pursuant to the terms of the Third Lien Documents (to the extent not constrained by the Priority Credit Agreement or any other relevant
agreement), (ii) a portion of the Third Lien Obligations may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently
reborrowed, and (iii) (A) the Third Lien Documents may be 

  
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replaced, restated, supplemented, restructured or otherwise amended or modified from time to time and (B) the Third Lien Obligations may be increased, extended, renewed, replaced, restated,
supplemented, restructured, repaid, refunded, refinanced or otherwise amended or modified from time to time, in the case of the foregoing (A) and (B) all without affecting the provisions of this Agreement defining the relative rights of
the Priority Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties. The lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension,
increase, renewal, restatement or Replacement of either the Priority Lien Obligations (or any part thereof), the Second Lien Obligations (or any part thereof) or the Third Lien Obligations (or any part thereof), by the release of any Collateral or
of any guarantees for any Priority Lien Obligations or by any action that any Secured Debt Representative or Secured Party may take or fail to take in respect of any Collateral. 

Section 2.02 Prohibition on Marshalling, Etc. 

(a) Until the Discharge of Priority Lien Obligations, the Second Lien Collateral Trustee will not assert any marshalling, appraisal, valuation,
or other similar right that may otherwise be available to such Second Lien Collateral Trustee, for itself, or as a representative of another Person. 

(b) Until the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee will not
assert any marshalling, appraisal, valuation, or other similar right that may otherwise be available to such Third Lien Collateral Trustee, for itself, or as a representative of another Person. 

Section 2.03 No New Liens. The parties hereto agree that, (a) so long as the Discharge of Priority Lien Obligations has not
occurred, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Third Lien Obligation, or take any action to perfect any additional
Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations and has taken all actions
required to perfect such Liens and (B) the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent or the Second Lien Collateral
Trustee to accept such Lien will not prevent the Third Lien Collateral Trustee from taking the Lien, (ii) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Obligation, or take any action to perfect any
additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure (A) the Priority Lien Obligations (except to the
extent otherwise permitted by the Priority Lien Documents) and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided, however,
the refusal or inability of the Priority Lien Agent or the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (iii) grant or permit any additional Liens on any asset of
a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such
asset of such Grantor to secure (A) the Second Lien Obligations and has taken all actions required to perfect such Liens and (B) the Third Lien Obligations and has taken all actions required to perfect such Liens; provided,
however, the refusal or inability of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee to accept such Lien will not prevent the Priority Lien Agent from taking the Lien and (b) after the Discharge of Priority Lien
Obligations but prior to the Discharge of Second Lien Obligations, none of the Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (i) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien
Obligation, or take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to 

  
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grant), a Lien on such asset of such Grantor to secure the Third Lien Obligations and has taken all actions required to perfect such Liens, unless the Third Priority Collateral Trustee otherwise
agrees; provided, however, the refusal or inability of the Third Lien Collateral Trustee to accept such Lien will not prevent the Second Lien Collateral Trustee from taking the Lien, or (ii) grant or permit any additional Liens on
any asset of a Grantor to secure any Third Lien Obligations, or take any action to perfect any additional Liens to secure any Third Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien
on such asset of a Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Collateral Trustee to accept such Lien will not
prevent the Third Lien Collateral Trustee from taking the Lien, with each such Lien as described in clauses (a) and (b) of this Section 2.03 to be subject to the provisions of this Agreement. To the extent that
the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority Lien Agent, the other Priority Lien Secured Parties, the Second Lien Collateral Trustee,
the other Second Lien Secured Parties, the Third Lien Collateral Trustee or the other Third Lien Secured Parties, each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien
Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, agrees that any amounts received by or distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any
Lien granted in contravention of this Section 2.03 shall be subject to Section 3.05(b). 
 Section 2.04
Similar Collateral and Agreements. The parties hereto acknowledge and agree that it is their intention that the Priority Lien Collateral, the Second Lien Collateral and the Third Lien Collateral be identical (except that (x) the Priority
Lien Obligations may be secured by less than all the assets in the Second Lien Collateral and the Third Lien Collateral, to the extent permitted or required by the Priority Lien Documents, (y) the Second Lien Obligations may be secured by less
than all the assets in the Priority Lien Collateral and the Third Lien Collateral, to the extent permitted or required by the Second Lien Documents, and (z) the Third Lien Obligations may be secured by less than all the assets in the Priority
Lien Collateral and the Second Lien Collateral, to the extent permitted or required by the Third Lien Documents). In furtherance of the foregoing, the parties hereto agree (a) to cooperate in good faith in order to determine, upon any
reasonable request by the Priority Lien Agent, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, the specific assets included in the Priority Lien Collateral, the Second Lien Collateral and the Third Lien Collateral, the steps
taken to perfect the Priority Liens, the Second Liens and the Third Liens thereon and the identity of the respective parties obligated under the Priority Lien Documents, the Second Lien Documents and the Third Lien Documents in respect of the
Priority Lien Obligations, the Second Lien Obligations and the Third Lien Obligations, respectively, (b) that the Second Lien Security Documents creating Liens on the Collateral shall be in all material respects the same forms of documents as
the respective Priority Lien Security Documents creating Liens on the Collateral other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Second Lien Security
Documents which are less restrictive than the corresponding Priority Lien Security Documents, (iii) provisions in the Second Lien Security Documents which are solely applicable to the rights and duties of the Second Lien Secured Parties, and
(iv) such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing publicly traded debt securities, (c) that the Third Lien Security Documents
creating Liens on the Collateral shall be in all material respects the same forms of documents as the respective Priority Lien Security Documents and Second Lien Security Documents creating Liens on the Collateral other than (i) with respect to
the priority nature of the Liens created thereunder in such Collateral, (ii) such modifications to such Third Lien Security Documents which are less restrictive than the corresponding Priority Lien Security Documents and Second Lien Security
Documents, (iii) provisions in the Third Lien Security Documents which are solely applicable to the rights and duties of the Third Lien Secured Parties, and (iv) such deletions or modifications of representations, warranties and covenants
as are customary with respect to security 

  
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documents establishing Liens securing publicly traded debt securities, (d) that at no time shall there be any Grantor that is an obligor in respect of the Second Lien Obligations that is not
also an obligor in respect of the Priority Lien Obligations (except to the extent otherwise permitted by the Priority Lien Documents), (e) that at no time shall there be any Grantor that is an obligor in respect of the Third Lien Obligations
that is not also an obligor in respect of the Priority Lien Obligations (except as otherwise permitted by the Priority Lien Documents) and the Second Lien Obligations (except to the extent otherwise permitted by the Second Lien Documents), and
(f) that at no time shall there be a Grantor that is an obligor in respect of the Priority Lien Obligations that is not also an obligor in respect of the Second Lien Obligations and the Third Lien Obligations. 

Section 2.05 No Duties of Priority Lien Agent. Each of the Second Lien Collateral Trustee, for itself and on behalf of each Second
Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, acknowledges and agrees that neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have any duties or
other obligations to any such Second Lien Secured Party or Third Lien Secured Party with respect to any Collateral, other than to transfer to the Second Lien Collateral Trustee any remaining Collateral and any proceeds of the sale or other
Disposition of any such Collateral remaining in its possession following the associated Discharge of Priority Lien Obligations, in each case without representation or warranty on the part of the Priority Lien Agent or any Priority Lien Secured
Party. In furtherance of the foregoing, each Second Lien Secured Party and Third Lien Secured Party acknowledges and agrees that until the Discharge of Priority Lien Obligations (subject to the terms of Section 3.02, including the rights
of the Second Lien Secured Parties and the Third Lien Secured Parties following the expiration of any applicable Standstill Period), the Priority Lien Agent shall be entitled, for the benefit of the Priority Lien Secured Parties, to sell, transfer
or otherwise Dispose of or deal with such Collateral, as provided herein and in the Priority Lien Documents, without regard to (a) any Second Lien or any rights to which the Second Lien Collateral Trustee or any Second Lien Secured Party would
otherwise be entitled as a result of such Second Lien or (b) any Third Lien or any rights to which the Third Lien Collateral Trustee or any Third Lien Secured Party would otherwise be entitled as a result of such Third Lien. Without limiting
the foregoing, each Second Lien Secured Party and Third Lien Secured Party agrees that neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of
Collateral, or to sell, Dispose of or otherwise liquidate all or any portion of such Collateral, in any manner that would maximize the return to the Second Lien Secured Parties or the Third Lien Secured Parties, notwithstanding that the order and
timing of any such realization, sale, Disposition or liquidation may affect the amount of proceeds actually received by the Second Lien Secured Parties or the Third Lien Secured Parties, as applicable, from such realization, sale, Disposition or
liquidation. Each of the Second Lien Secured Parties and Third Lien Secured Parties waives any claim such Second Lien Secured Party or Third Lien Secured Party may now or hereafter have against the Priority Lien Agent or any other Priority Lien
Secured Party arising out of any actions which the Priority Lien Agent or the Priority Lien Secured Parties take or omit to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with
respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral, and actions with respect to the collection of any claim for all or any part of the Priority Lien Obligations from any account
debtor, guarantor or any other party) in accordance with this Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for the Priority Lien Obligations. 

Section 2.06 No Duties of Second Lien Collateral Trustee. The Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured
Party, acknowledges and agrees that neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall have any duties or other obligations to such Third Lien Secured Party with respect to any Collateral, other than to transfer
to the Third Lien Collateral Trustee any remaining Collateral and any proceeds of the sale or other Disposition of any such Collateral remaining in its possession following the associated Discharge of Second Lien 

  
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Obligations (provided such Discharge of Second Lien Obligations occurs after the Discharge of Priority Lien Obligations), in each case without representation or warranty on the part of the Second
Lien Collateral Trustee or any Second Lien Secured Party. In furtherance of the foregoing, each Third Lien Secured Party acknowledges and agrees that after the Discharge of Priority Lien Obligations and until the Discharge of Second Lien Obligations
(subject to the terms of Section 3.02, including the rights of the Third Lien Secured Parties following expiration of the Third Lien Second Standstill Period), the Second Lien Collateral Trustee shall be entitled, for the benefit of the
Second Lien Secured Parties, to sell, transfer or otherwise Dispose of or deal with such Collateral, as provided herein and in the Second Lien Documents, without regard to any Third Lien or any rights to which the Third Lien Collateral Trustee or
any Third Lien Secured Party would otherwise be entitled as a result of such Third Lien. Without limiting the foregoing, each Third Lien Secured Party agrees that neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party
shall have any duty or obligation first to marshal or realize upon any type of Collateral, or to sell, Dispose of or otherwise liquidate all or any portion of such Collateral, in any manner that would maximize the return to the Third Lien Secured
Parties, notwithstanding that the order and timing of any such realization, sale, Disposition or liquidation may affect the amount of proceeds actually received by the Third Lien Secured Parties from such realization, sale, Disposition or
liquidation. Each of the Third Lien Secured Parties waives any claim such Third Lien Secured Party may now or hereafter have against the Second Lien Collateral Trustee or any other Second Lien Secured Party arising out of any actions which the
Second Lien Collateral Trustee or the Second Lien Secured Parties take or omit to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale,
release or depreciation of, or failure to realize upon, any of the Collateral, and actions with respect to the collection of any claim for all or any part of the Second Lien Obligations from any account debtor, guarantor or any other party) in
accordance with this Agreement and the Second Lien Documents or the valuation, use, protection or release of any security for the Second Lien Obligations. 

ARTICLE III 
 ENFORCEMENT
RIGHTS; PURCHASE OPTION 
 Section 3.01 Limitation on Enforcement Action. 

(a) Prior to the Discharge of Priority Lien Obligations, each of the Second Lien Collateral Trustee, for itself and on behalf of each Second
Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, hereby agrees that, subject to Sections 3.02, 3.05(b) and 4.07, none of the Second Lien Collateral Trustee,
any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar
official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in
respect of, any Collateral under any Second Lien Security Document or Third Lien Security Document, as applicable, applicable law or otherwise (including but not limited to any right of setoff), it being agreed that only the Priority Lien Agent,
acting in accordance with the applicable Priority Lien Documents, shall have the exclusive right (and whether or not any Insolvency or Liquidation Proceeding has been commenced), to take any such actions or exercise any such remedies, in each case,
without any consultation with or the consent of the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party. In exercising rights and remedies with respect to the
Collateral, the Priority Lien Agent and the other Priority Lien Secured Parties may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole
discretion and regardless of whether such exercise and enforcement is adverse to the interest of any Second Lien Secured Party or Third Lien Secured Party. Such exercise and enforcement shall include the rights of an agent appointed by them to
Dispose of 

  
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Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the
Bankruptcy Code or any other Bankruptcy Law. Each of the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien
Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document, any other Second Lien Document, any Third Lien Security Document or any other Third Lien Document, as
applicable, shall be deemed to restrict in any way the rights and remedies of the Priority Lien Agent or the other Priority Lien Secured Parties with respect to the Collateral as set forth in this Agreement. Notwithstanding the foregoing, subject to
Section 3.05, the Second Lien Collateral Trustee, on behalf of the Second Lien Secured Parties, may, but will have no obligation to, take all such actions (not adverse to the Priority Liens or the rights of the Priority Lien Agent and
the Priority Lien Secured Parties) it deems necessary to perfect or continue the perfection of the Second Liens in the Collateral or to create, preserve or protect (but not enforce) the Second Liens in the Collateral, and the Third Lien Collateral
Trustee, on behalf of the Third Lien Secured Parties, may, but will have no obligation to, take all such actions (not adverse to the Priority Liens or Second Liens or the rights of the Priority Lien Agent, the Priority Lien Secured Parties, the
Second Lien Collateral Trustee or the Second Lien Secured Parties) it deems necessary to perfect or continue the perfection of the Third Liens in the Collateral or to create, preserve or protect (but not enforce) the Third Liens in the Collateral.
Nothing herein shall limit the right or ability of the Second Lien Secured Parties or any Third Lien Secured Parties to (i) purchase (by credit bid or otherwise) all or any portion of the Collateral in connection with any enforcement of
remedies by the Priority Lien Agent to the extent that, and so long as, the Priority Lien Secured Parties receive payment in full in cash of all Priority Lien Obligations after giving effect thereto or (ii) file a proof of claim with respect to
the Second Lien Obligations or the Third Lien Obligations, as applicable. 
 (b) Following the Discharge of Priority Lien Obligations but
prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, hereby agrees that, subject to Sections 3.02, 3.05(b) and 4.07, neither the Third
Lien Collateral Trustee nor any other Third Lien Secured Party shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Collateral under any Third Lien
Security Document, applicable law or otherwise (including but not limited to any right of setoff), it being agreed that only the Second Lien Collateral Trustee, acting in accordance with the applicable Second Lien Documents, shall have the exclusive
right (and whether or not any Insolvency or Liquidation Proceeding has been commenced), to take any such actions or exercise any such remedies, in each case, without any consultation with or the consent of the Third Lien Collateral Trustee or any
other Third Lien Secured Party. In exercising rights and remedies with respect to the Collateral, the Second Lien Collateral Trustee and the other Second Lien Secured Parties may enforce the provisions of the Second Lien Documents and exercise
remedies thereunder, all in such order and in such manner as they may determine in their sole discretion and regardless of whether such exercise and enforcement is adverse to the interest of any Third Lien Secured Party. Such exercise and
enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the
Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction
contained in any Third Lien Security Document or any other Third Lien Document shall be deemed to restrict in any way the rights and remedies of the Second Lien Collateral Trustee or the other Second Lien Secured Parties with respect to the
Collateral as set forth in this Agreement. 

  
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Notwithstanding the foregoing, subject to Section 3.05, the Third Lien Collateral Trustee may, but will have no obligation to, on behalf of the Third Lien Secured Parties, take all
such actions (not adverse to the Second Liens or the rights of the Second Lien Collateral Trustee and the Second Lien Secured Parties) it deems necessary to perfect or continue the perfection of the Third Liens in the Collateral or to create,
preserve or protect (but not enforce) the Third Liens in the Collateral. 
 Section 3.02 Standstill Periods; Permitted Enforcement
Action. 
 (a) Prior to the Discharge of Priority Lien Obligations and notwithstanding Section 3.01, both before and during
an Insolvency or Liquidation Proceeding: 
 (i) after a period of 180 days has elapsed (which period will be tolled during any period in
which the Priority Lien Agent is not entitled, on behalf of the Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Collateral as a result of (A) any injunction issued by a court of competent
jurisdiction or (B) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Second Lien Collateral Trustee has delivered to the Priority Lien Agent and the Third Lien Collateral Trustee
written notice of the acceleration of any Second Lien Debt (the “Second Lien Standstill Period”), the Second Lien Collateral Trustee and the other Second Lien Secured Parties may enforce or exercise any rights or remedies with
respect to any Collateral; provided, however that notwithstanding the expiration of the Second Lien Standstill Period or anything in the Second Lien Collateral Trust Agreement or the Second Lien Documents to the contrary, in no event
may the Second Lien Collateral Trustee or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of
any resolution for, any such action or proceeding, if the Priority Lien Agent on behalf of the Priority Lien Secured Parties or any other Priority Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or
requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies
with respect to the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Lien Representatives by the Priority Lien Agent); provided, further, that, at any time after the expiration of the
Second Lien Standstill Period, if neither the Priority Lien Agent nor any other Priority Lien Secured Party shall have commenced and be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any
other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such
action or proceeding, in respect of such rights or remedies, then the Second Lien Collateral Trustee shall be free to commence the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such
action or proceeding, in respect of such rights and remedies, and for so long as the Second Lien Collateral Trustee is diligently pursuing such rights or remedies, no Priority Lien Secured Party shall take any action of a similar nature with respect
to such Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Priority Lien Agent may take any of the
actions the Second Lien Collateral Trustee is permitted to take during the Second Lien Standstill Period); and 
 (ii) after a period of 270
days has elapsed (which period will be tolled during any period in which the Priority Lien Agent is not entitled, on behalf of the Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Collateral as a
result of (A) any injunction issued by a court of competent jurisdiction or (B) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Third Lien Collateral Trustee has delivered to
the Priority Lien Agent and the Second Lien Collateral Trustee written notice of the acceleration of any Third Lien Debt (the “Third Lien First 

  
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Standstill Period”), the Third Lien Collateral Trustee and the other Third Lien Secured Parties may enforce or exercise any rights or remedies with respect to any Collateral;
provided, however that notwithstanding the expiration of the Third Lien First Standstill Period or anything in the Third Lien Collateral Trust Agreement or the Third Lien Documents to the contrary, in no event may the Third Lien
Collateral Trustee or any other Third Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for,
any such action or proceeding, if (I) the Priority Lien Agent on behalf of the Priority Lien Secured Parties or any other Priority Lien Secured Party or (II) the Second Lien Collateral Trustee on behalf of the Second Lien Secured Parties or any
other Second Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or prohibition in any Insolvency or Liquidation
Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Third Lien
Representatives by the Priority Lien Agent or the Second Lien Collateral Trustee, as applicable); provided, further, that, at any time after the expiration of the Third Lien First Standstill Period, if none of a Priority Lien Secured
Party, the Priority Lien Agent, any Second Lien Secured Party or the Second Lien Collateral Trustee shall have commenced and be diligently pursuing the enforcement or exercise of any rights or remedies with respect to any material portion of the
Collateral or any such action or proceeding, and the Third Lien Collateral Trustee shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding,
then for so long as the Third Lien Collateral Trustee is diligently pursuing such rights or remedies, none of any Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second Lien Collateral Trustee shall take
any action of a similar nature with respect to such Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the
Priority Lien Agent may take any of the actions the Third Lien Collateral Trustee is permitted to take during the Third Lien First Standstill Period). 

(b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations and notwithstanding
Section 3.01, both before and during an Insolvency or Liquidation Proceeding, after a period of 180 days has elapsed (which period will be tolled during any period in which the Second Lien Collateral Trustee is not entitled, on behalf of
the Second Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Collateral as a result of (A) any injunction issued by a court of competent jurisdiction or (B) the automatic stay or any other stay in any
Insolvency or Liquidation Proceeding) since the date on which the Third Lien Collateral Trustee has delivered to the Second Lien Collateral Trustee written notice of the acceleration of any Third Lien Debt (the “Third Lien Second Standstill
Period”), the Third Lien Collateral Trustee and the other Third Lien Secured Parties may enforce or exercise any rights or remedies with respect to any Collateral; provided, however that notwithstanding the expiration of the
Third Lien Second Standstill Period or anything in the Third Lien Collateral Trust Agreement or the Third Lien Documents to the contrary, in no event may the Third Lien Collateral Trustee or any other Third Lien Secured Party enforce or exercise any
rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Second Lien Collateral Trustee on behalf of
the Second Lien Secured Parties or any other Second Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or prohibition in
any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Collateral or any such action or proceeding (prompt written notice thereof to be
given to the Third Lien Representatives by the Second Lien Collateral Trustee); provided, further, that, at any time after the expiration of the Third Lien Second Standstill Period, if neither the Second Lien Collateral Trustee nor any
other Second Lien Secured Party shall have commenced and be diligently 

  
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pursuing the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding, and the Third Lien Collateral Trustee shall
have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding, then for so long as the Third Lien Collateral Trustee is diligently pursuing such rights or
remedies, neither any Second Lien Secured Party nor the Second Lien Collateral Trustee shall take any action of a similar nature with respect to such Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in
favor of any resolution for, any such action or proceeding (provided that during such period the Second Lien Collateral Trustee may take any of the actions the Third Lien Collateral Trustee is permitted to take during the Third Lien Second
Standstill Period). 
 Section 3.03 [Reserved]. 

Section 3.04 Notification of Release of Collateral. Each of the Priority Lien Agent, the Second Lien Collateral Trustee and the
Third Lien Collateral Trustee shall give the other Secured Debt Representatives prompt written notice of the Disposition by it of, and Release by it of the Lien on, any Collateral. Such notice shall describe in reasonable detail the subject
Collateral, the parties involved in such Disposition or Release, the place, time, manner and method thereof, and the consideration, if any, received therefor; provided, however, that the failure to give any such notice shall not in and of itself in
any way impair the effectiveness of any such Disposition or Release. 
 Section 3.05 No Interference; Payment Over. 

(a) No Interference. 
 (i)
The Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that each Second Lien Secured Party (A) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make
any Second Lien pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Priority Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the
validity or enforceability of any Priority Lien Obligations or Priority Lien Document, or the validity, attachment, perfection or priority of any Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the
provisions of this Agreement, (C) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or
other Disposition of the Collateral by any Priority Lien Secured Party or the Priority Lien Agent in any enforcement action, (D) shall have no right to (1) direct the Priority Lien Agent or any other Priority Lien Secured Party to exercise
any right, remedy or power with respect to any Collateral or (2) consent to the exercise by the Priority Lien Agent or any other Priority Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not
institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent or other Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or
otherwise with respect to, and neither the Priority Lien Agent nor any other Priority Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent or other Priority Lien Secured Party with respect to any
Priority Lien Collateral, (F) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Collateral,
(G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent or any Priority
Lien Secured Party, and (I) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any
marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law; and 

  
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 (ii) The Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured
Party, agrees that each Third Lien Secured Party (A) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any
preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the validity or enforceability of any Priority Lien Obligations,
Priority Lien Document, Second Lien Obligations or Second Lien Document, or the validity, attachment, perfection or priority of any Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by
the provisions of this Agreement, (C) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer
or other Disposition of the Collateral by any Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second Lien Collateral Trustee, in each case in any enforcement action, (D) shall have no right to
(1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to
the exercise by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any
suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or
other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be
liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second
Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any
foreclosure or other Disposition of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (H) will not object to
forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations
will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under
applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law. 
 (b)
Payment Over. 
 (i) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party,
and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Second Lien Secured Party or Third Lien Secured Party, as applicable, shall obtain possession of any Collateral or
shall realize any proceeds or payment in respect of any Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Second Lien Security Document or Third Lien Security Document, as applicable, or by the
exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding, to the extent permitted hereunder, at any time prior to the Discharge of Priority Lien Obligations secured, or intended to be secured, by
such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the Priority Lien Agent and the other Priority Lien Secured Parties and 

  
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transfer such Collateral, proceeds or payment, as the case may be, to the Priority Lien Agent as promptly as practicable. Furthermore, each of the Second Lien Collateral Trustee and the Third
Lien Collateral Trustee, as applicable, shall, at the Grantors’ expense, promptly send written notice to the Priority Lien Agent upon receipt of such Collateral, proceeds or payment by any Second Lien Secured Party or Third Lien Secured Party,
as applicable, and if directed by the Priority Lien Agent within five (5) days after receipt by the Priority Lien Agent of such written notice, shall deliver such Collateral, proceeds or payment to the Priority Lien Agent in the same form as
received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Priority Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Collateral Trustee, any other Second
Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable. Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with respect to any Priority Lien Obligations previously made shall be rescinded for any
reason whatsoever, it will promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its direct control in respect of any such Collateral securing Priority Liens and shall promptly turn any such
Collateral then held by it over to the Priority Lien Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the Discharge of Priority Lien Obligations. All Second Liens and Third Liens
will remain attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this Section 3.05(b) shall not apply to
any proceeds of Collateral realized in a transaction not prohibited by the Priority Lien Documents and as to which the possession or receipt thereof by the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien
Collateral Trustee or any other Third Lien Secured Party, as applicable, is otherwise permitted by the Priority Lien Documents. 
 (ii) The
Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that if any Third Lien Secured Party shall obtain possession of any Collateral or shall realize any proceeds or payment in respect of any
Collateral, pursuant to the exercise of any rights or remedies with respect to the Collateral under any Third Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation
Proceeding, to the extent permitted hereunder, at any time following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations secured, or intended to be secured, by such Collateral, then it shall hold such
Collateral, proceeds or payment in trust for the Second Lien Collateral Trustee and the other Second Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the Second Lien Collateral Trustee as soon as
practicable. Furthermore, the Third Lien Collateral Trustee shall, at the Grantors’ expense, promptly send written notice to the Second Lien Collateral Trustee upon receipt of such Collateral, proceeds or payment by any Third Lien Secured
Party, and if directed by the Second Lien Collateral Trustee within five (5) days after receipt by the Second Lien Collateral Trustee of such written notice, shall deliver such Collateral, proceeds or payment to the Second Lien Collateral
Trustee in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Second Lien Collateral Trustee is hereby authorized to make any such endorsements as agent for the Third Lien
Collateral Trustee or any other Third Lien Secured Party. The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, it obtains written notice that all or part of any payment with
respect to any Second Lien Obligations previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its direct control in
respect of any such Collateral securing Second Lien Obligations and shall promptly turn any such Collateral then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement will be reinstated as if such
payment had not been made, until the Discharge of Second Lien Obligations. All Third Liens will remain 

  
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attached to and enforceable against all proceeds so held or remitted, subject to the priorities set forth in this Agreement. Notwithstanding anything contained herein to the contrary, this
Section 3.05(b) shall not apply to any proceeds of Collateral realized in a transaction not prohibited by the Second Lien Documents and as to which the possession or receipt thereof by the Third Lien Collateral Trustee or any other Third
Lien Secured Party is otherwise permitted by the Second Lien Documents. 
 Section 3.06 Purchase Option. 

(a) Notwithstanding anything in this Agreement to the contrary, on or at any time after (i) the commencement of an Insolvency or
Liquidation Proceeding or (ii) the acceleration of the Priority Lien Obligations, Second Lien Secured Parties and each of their respective designated Affiliates (the “Second Lien Purchasers”) will have the right, at its sole
option and election (but will not be obligated), at any time upon prior written notice to the applicable Priority Lien Representative, to purchase (in the manner set forth in Section 3.06(b) below) from the Priority Lien Secured Parties
either (x) all (but not less than all) Priority Lien Obligations (including unfunded commitments) that are outstanding on the date of such purchase (the “Purchasable Priority Lien Obligations”) or (y) both the Purchasable
Priority Lien Obligations and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase (together with the Purchasable Priority Lien Obligations, the
“Purchasable Priority Lien + DIP Obligations”). Promptly following the receipt of such notice, the applicable Priority Lien Representative will deliver to the Second Lien Purchaser Representative a statement of the respective
amounts of Priority Lien Debt, other Priority Lien Obligations and DIP Financing provided by any of the Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be
delivered pursuant to Section 3.06(b)(ii) below. The right to purchase provided for in this Section 3.06 will expire unless, within 10 Business Days after the receipt by the Second Lien Purchaser Representative of such notice
from the applicable Priority Lien Representative, the Second Lien Purchaser Representative delivers to the applicable Priority Lien Representative an irrevocable commitment of the Second Lien Purchasers to purchase either (x) the Purchasable
Priority Lien Obligations or (y) the Purchasable Priority Lien + DIP Obligations, and in either case to otherwise complete such purchase on the terms set forth under this Section 3.06. 

(b) On the date specified by the Second Lien Purchaser Representative (on behalf of the Second Lien Purchasers) in such irrevocable commitment
(which shall not be less than five Business Days, nor more than 20 Business Days, after the receipt by the applicable Priority Lien Representative of such irrevocable commitment), the Priority Lien Secured Parties shall sell to the Second Lien
Purchasers the Purchasable Priority Lien Obligations or the Purchasable Priority Lien + DIP Obligations, as specified in such irrevocable commitment (whichever was so specified, the “Purchasable Obligations”), subject to any
required approval of any Governmental Authority then in effect, if any, and only if on the date of such sale, the applicable Priority Lien Representative receives the following: 

(i) payment, as the purchase price for all Purchasable Obligations sold in such sale, of an amount equal to the full amount of (x) all
Priority Lien Obligations (other than outstanding letters of credit as referred to in clause (ii) below) and, if the Purchasable Obligations are the Purchasable Priority Lien + DIP Financing Obligations, (y) loans provided by any of
the Priority Lien Secured Parties in connection with a DIP Financing then outstanding (including principal, interest, fees, reasonable attorneys’ fees and legal expenses, but excluding contingent indemnification obligations for which no claim
or demand for payment has been made at or prior to such time); provided that in the case of Hedging Obligations that constitute Priority Lien Obligations the Second Lien Purchasers shall cause the applicable agreements governing such Hedging
Obligations to be assigned and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the sum of any unpaid amounts then due in respect of such Hedging Obligations, calculated using the market
quotation method and after giving effect to any netting arrangements; 

  
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 (ii) a cash collateral deposit in such amount as the applicable Priority Lien Representative
determines is reasonably necessary to secure the payment of any outstanding letters of credit constituting Priority Lien Obligations that may become due and payable after such sale (but not in any event in an amount greater than one hundred five
percent (105%) of the amount then reasonably estimated by the applicable Priority Lien Representative to be the aggregate outstanding amount of such letters of credit at such time), which cash collateral shall be (A) held by the applicable
Priority Lien Representative as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the
Second Lien Purchaser Representative (except as may otherwise be required by applicable law or any order of any court or other Governmental Authority) promptly after the expiration or termination from time to time of all payment contingencies
affecting such letters of credit; and 
 (iii) any agreements, documents or instruments which the applicable Priority Lien Representative
may reasonably request pursuant to which the Second Lien Purchaser Representative and the Second Lien Purchasers in such sale expressly assume and adopt all of the obligations of the applicable Priority Lien Representative and the Priority Lien
Secured Parties under the Priority Lien Documents and, if the Purchasable Obligations are the Purchasable Priority Lien + DIP Financing Obligations, all obligations in connection with loans provided by any of the Priority Lien Secured Parties in
connection with a DIP Financing on and after the date of the purchase and sale, and the Second Lien Purchaser Representative (or any other representative appointed by the holders of a majority in aggregate principal amount of the Second Lien Debt
then outstanding owned by such purchasers) becomes a successor agent thereunder. 
 (c) Such purchase of the Purchasable Obligations shall be
made on a pro rata basis among the Second Lien Purchasers (or on such other basis as such Second Lien Purchasers may determine) giving notice to the applicable Priority Lien Representative of their interest to exercise the purchase option hereunder
according to each such Second Lien Purchaser’s portion of the Second Lien Debt outstanding on the date of purchase or such portion as such Second Lien Purchasers may otherwise agree among themselves. Such purchase price and cash collateral
shall be remitted by wire transfer in federal funds to such bank account of the applicable Priority Lien Representative as the applicable Priority Lien Representative may designate in writing to the Second Lien Purchaser Representative for such
purpose. Interest shall be calculated to but excluding the Business Day on which such sale occurs if the amounts so paid by the Second Lien Purchasers to the bank account designated by the applicable Priority Lien Representative are received in such
bank account prior to 12:00 noon, New York City time, and interest shall be calculated to and including such Business Day if the amounts so paid by the Second Lien Purchasers to the bank account designated by the applicable Priority Lien
Representative are received in such bank account later than 12:00 noon, New York City time. 
 (d) Such sale shall be expressly made without
representation or warranty of any kind by the Priority Lien Secured Parties as to the Purchasable Obligations, the Collateral or otherwise and without recourse to any Priority Lien Secured Party, except that the Priority Lien Secured Parties shall
represent and warrant severally as to the Purchasable Obligations: (i) that such applicable Priority Lien Secured Party owns such Purchasable Obligations; and (ii) that such applicable Priority Lien Secured Party has the necessary
corporate or other governing authority to assign such interests. 
 (e) After such sale becomes effective, the outstanding letters of credit
will remain enforceable against the issuers thereof and will remain secured by the Priority Liens upon the Collateral in accordance with the applicable provisions of the Priority Lien Documents as in effect at the time of such


  
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sale, and the issuers of letters of credit will remain entitled to the benefit of the Priority Liens upon the Collateral and sharing rights in the proceeds thereof in accordance with the
provisions of the Priority Lien Documents as in effect at the time of such sale, as fully as if the sale of the Priority Lien Debt had not been made, except with respect to cash Collateral held by the issuer(s) of such letters of credit, but only
the Person or successor agent to whom the Priority Liens are transferred in such sale will have the right to foreclose upon or otherwise enforce the Priority Liens and only the Second Lien Purchasers in the sale will have the right to direct such
Person or successor as to matters relating to the foreclosure or other enforcement of the Priority Liens. 
 ARTICLE IV 

OTHER AGREEMENTS 

Section 4.01 Release of Liens; Automatic Release of Second Liens and Third Liens. 

(a) Prior to the Discharge of Priority Lien Obligations, each of the Second Lien Collateral Trustee, for itself and on behalf of each other
Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that, in the event the Priority Lien Secured Parties release their Lien on any Collateral, each of the Second
Lien and Third Lien on such Collateral shall terminate and be released automatically and without further action if (i) the corresponding Liens under the Priority Lien Documents are simultaneously released or have previously been released and
either (A) such release is made in connection with a sale, transfer or other Disposition of Collateral (either directly or indirectly) permitted under the Priority Lien Documents and not in violation of Section 4.11 of the Second Lien
Indenture, (B) such release is in connection with a substantially concurrent grant of Liens on other property or assets of comparable or greater value to the Collateral being released, as determined in good faith by Chesapeake, or (C) at
the time of such release (I) the amount of drawn commitments and the amount of undrawn commitments available to be borrowed under the Priority Credit Agreement is not less than $1.0 billion and (II) after giving effect to such release and the
recording of any additional mortgages or supplements or amendments to existing mortgages on or prior to the consummation of such release, the Collateral securing the Second Lien Obligations includes Oil and Gas Properties that include not less than
80% of the total value attributable to the Proved Reserves of Chesapeake and the Subsidiaries as reflected in the most recent Reserve Report after giving effect to exploration and production activities, acquisitions, Dispositions and production
since the date of such Reserve Report, (ii) such release is effected in connection with the Priority Lien Agent’s foreclosure upon, or other exercise of rights or remedies with respect to, such Collateral, or (iii) such release is
effected in connection with a sale or other Disposition of any Collateral (or any portion thereof) under Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if the Priority Lien Secured Parties shall have consented
to such sale or Disposition of such Collateral; provided that, in the case of each of clauses (ii) and (iii), the Second Liens and Third Liens on such Collateral shall remain in place (and, in the case of the Second Lien
Obligations, shall remain subject and subordinate to all Priority Liens securing Priority Lien Obligations and, in the case of the Third Liens, shall remain subject and subordinate to (I) all Priority Liens securing Priority Lien Obligations
and (II) all Second Liens securing Second Lien Obligations) with respect to any proceeds of a sale, transfer or other Disposition of Collateral. 

(b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that, in the event the Second Lien Secured Parties release their Lien on any Collateral, the Third Lien on such Collateral shall terminate and be released automatically
and without further action if (i) the corresponding Liens under the Second Lien Documents are simultaneously released or have previously been released, provided that any release in connection with a sale, transfer or other Disposition of
Collateral in a transaction or circumstance that does not violate the applicable 

  
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provisions of the Third Lien Documents shall not be subject to the conditions of this clause (i), (ii) such release is effected in connection with the Second Lien Collateral Trustee’s
foreclosure upon, or other exercise of rights or remedies with respect to, such Collateral, or (iii) such release is effected in connection with a sale or other Disposition of any Collateral (or any portion thereof) under Section 363 of
the Bankruptcy Code or any other provision of the Bankruptcy Code if the Second Lien Secured Parties shall have consented to such sale or Disposition of such Collateral; provided that, in the case of each of clauses (ii) and
(iii), the Third Liens on such Collateral shall remain in place (and shall remain subject and subordinate to all Second Liens securing Second Lien Obligations) with respect to any proceeds of a sale, transfer or other Disposition of
Collateral. 
 (c) Each of the Second Lien Collateral Trustee and the Third Lien Collateral Trustee agrees to execute and deliver (at the
sole cost and expense of the Grantors) all such releases and other instruments as shall reasonably be requested by the Priority Lien Agent or the Second Lien Collateral Trustee, as applicable, to evidence and confirm any release of Collateral
provided for in this Section 4.01. 
 Section 4.02 Certain Agreements With Respect to Insolvency or Liquidation
Proceedings. 
 (a) The parties hereto acknowledge that this Agreement is a “subordination agreement” under Section 510(a)
of the Bankruptcy Code and shall continue in full force and effect, notwithstanding the commencement of any Insolvency or Liquidation Proceeding by or against Chesapeake or any Subsidiary. All references in this Agreement to Chesapeake, any
Subsidiary or any subsidiary of any other Grantor will include such Person or Persons as a debtor-in-possession and any receiver or trustee for such Person or Persons in an Insolvency or Liquidation Proceeding. For the purposes of this
Section 4.02, unless otherwise provided herein, clauses (b) through and including (o) shall be in full force and effect prior to the Discharge of Priority Lien Obligations and clauses (p) through and
including (cc) shall be in full force and effect following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations. 

(b) If Chesapeake or any Subsidiary shall become subject to any Insolvency or Liquidation Proceeding and shall, as debtor(s)-in-possession, or
if any receiver or trustee for such Person or Persons shall, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code
or the use of cash collateral under Section 363 of the Bankruptcy Code, (i) the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, agrees that neither it nor any other Second Lien Secured Party and
(ii) the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that neither it nor any other Third Lien Secured Party, will raise any objection, contest or oppose, and each Second Lien Secured Party
and Third Lien Secured Party will waive any claim such Person may now or hereafter have, to any such financing or to the Liens on the collateral securing the same (“DIP Financing Liens”), or to any use, sale or lease of cash
collateral that constitutes Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (A) the Priority Lien Agent or the Priority Lien Secured Parties oppose or object to such DIP
Financing or such DIP Financing Liens or such use of cash collateral, (B) the maximum principal amount of Indebtedness permitted under such DIP Financing exceeds the sum of (I) the amount of Priority Lien Obligations refinanced with the
proceeds thereof and (II) the greater of (1) $1.0 billion and (2) 15% of the sum of (x) the aggregate amount of indebtedness for borrowed money constituting principal outstanding under the Priority Lien Documents plus (y) the
aggregate face amount of letters of credit issued and outstanding under the Priority Lien Documents on the date of the commencement of such Insolvency or Liquidation Proceeding, or (C) the terms of such DIP Financing provide for the sale of a
substantial part of the Collateral or require the confirmation of a plan of reorganization containing specific terms or provisions (other than repayment in cash of such DIP Financing on the effective date thereof), subject to the other provisions of
this Agreement. To the extent such DIP Financing Liens are senior to, or rank pari passu with, the 

  
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Priority Liens, (1) the Second Lien Collateral Trustee will, for itself and on behalf of the other Second Lien Secured Parties, subordinate the Second Liens on the Collateral to the Priority
Liens and to such DIP Financing Liens, so long as the Second Lien Collateral Trustee, on behalf of the Second Lien Secured Parties, retains Liens on all the Collateral, including proceeds thereof arising after the commencement of any Insolvency or
Liquidation Proceeding, with the same priority relative to the Priority Liens and the Third Liens as existed prior to the commencement of the case under the Bankruptcy Code and (2) the Third Lien Collateral Trustee will, for itself and on
behalf of the other Third Lien Secured Parties, subordinate the Third Liens on the Collateral to the Priority Liens, the Second Liens and to such DIP Financing Liens, so long as the Third Lien Collateral Trustee, on behalf of the Third Lien Secured
Parties, retains Liens on all the Collateral, including proceeds thereof arising after the commencement of any Insolvency or Liquidation Proceeding, with the same priority relative to the Priority Liens and the Second Liens as existed prior to the
commencement of the case under the Bankruptcy Code. 
 (c) Prior to the Discharge of Priority Lien Obligations, without the consent of the
Priority Lien Agent, in its sole discretion, each of the Second Lien Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party,
agrees not to propose, support or enter into any DIP Financing except as permitted by clause (b) above. 
 (d) Each of the Second Lien
Collateral Trustee, for itself and on behalf of each Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that it will not object to, oppose or contest (or join with or
support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under Section 363 of the
Bankruptcy Code or any other provision of the Bankruptcy Code if (1) the Priority Lien Agent or the requisite holders of Priority Lien Obligations shall have consented to such sale or Disposition, such motion to sell or Dispose or such bidding
procedure for such sale or Disposition of such Collateral and (2) either (i) all Second Liens and Third Liens on the Collateral securing the Second Lien Obligations and the Third Lien Obligations, as applicable, shall attach to the
proceeds of such sale in the same respective priorities as set forth in this Agreement with respect to the Collateral or (ii) the net cash proceeds of any Disposition under Section 363(b) of the Bankruptcy Code are permanently applied to
the DIP Financing or to the Priority Lien Obligations. 
 (e) Each of the Second Lien Collateral Trustee, for itself and on behalf of each
other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party
arising out of any DIP Financing Liens or administrative expense priority under Section 364 of the Bankruptcy Code (in each case that is granted in a manner that is consistent with this Agreement). 

(f) The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that neither the Second Lien
Collateral Trustee nor any other Second Lien Secured Party and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that neither the Third Lien Collateral Trustee nor any other Third Lien Secured
Party, will file or prosecute in any Insolvency or Liquidation Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or
support any third party objecting to, opposing or contesting) (i) any request by the Priority Lien Agent or any other Priority Lien Secured Party for adequate protection or (ii) any objection by the Priority Lien Agent or any other
Priority Lien Secured Party to any motion, relief, action or proceeding based on the Priority Lien Agent or Priority Lien Secured Parties claiming a lack of adequate protection, except that 

  
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 (A) the Second Lien Secured Parties may: 

(I) freely seek and obtain relief granting adequate protection in the form of a replacement lien co-extensive in all respects
with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens and the Third Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted
in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties; and 
 (II) freely
seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations; and 

(B) the Third Lien Secured Parties may: 

(I) freely seek and obtain relief granting adequate protection in the form of a replacement lien co-extensive in all respects
with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Priority Liens and the Second Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted
in the Insolvency or Liquidation Proceeding to, or for the benefit of, the Priority Lien Secured Parties and the Second Lien Secured Parties; and 

(II) freely seek and obtain any relief upon a motion for adequate protection (or any comparable relief), without any condition
or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations. 
 (g)
Each of the Second Lien Collateral Trustee, for itself and on behalf of each of the other of the Second Lien Secured Parties, and the Third Lien Collateral Trustee, for itself and on behalf of each of the other Third Lien Secured Parties, waives any
claim it or any such other Second Lien Secured Party or Third Lien Secured Party, as applicable, may now or hereafter have against the Priority Lien Agent or any other Priority Lien Secured Party (or their representatives) arising out of any
election by the Priority Lien Agent or any Priority Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. 

(h) The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, agrees that in any Insolvency or
Liquidation Proceeding, neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that in any Insolvency or
Liquidation Proceeding, neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party, shall support or vote to accept any plan of reorganization or disclosure statement of Chesapeake or any other Grantor unless (i) such plan
is accepted by the Class of Priority Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Priority Lien Obligations (including all post-petition interest
approved by the bankruptcy court, fees and expenses and cash collateralization of all letters of credit) on the effective date of such plan of reorganization, or (ii) such plan provides on account of the Priority Lien Secured Parties for the
retention by the Priority Lien Agent, for the benefit of the Priority Lien Secured Parties, of the Liens on the Collateral securing the Priority Lien Obligations, and on all proceeds thereof whenever received, and such plan also provides that any
Liens retained by, or granted to, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee are only on property securing the Priority Lien Obligations and shall have the same relative priority with respect to the Collateral or other
property, respectively, as provided in this Agreement with respect to the Collateral. Except as provided herein, each of the Second Lien Secured Parties and the Third Lien Secured Parties shall remain entitled to vote their claims in any such
Insolvency or Liquidation Proceeding. 

  
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 (i) The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien
Secured Party, agrees that neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that neither the
Third Lien Collateral Trustee nor any other Third Lien Secured Party shall, seek relief, pursuant to Section 362(d) of the Bankruptcy Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other
stay in any Insolvency or Liquidation Proceeding in respect of the Collateral if the Priority Lien Agent has not received relief from the automatic stay (or it has not been lifted for the Priority Lien Agent’s benefit) without the prior written
consent of the Priority Lien Agent. 
 (j) The Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured
Party, agrees that neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that neither the Third Lien
Collateral Trustee nor any other Third Lien Secured Party shall, oppose or seek to challenge any claim by the Priority Lien Agent or any other Priority Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of
Priority Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Priority Liens (it being understood that such value will be determined without regard to the existence of the Second Liens or the
Third Liens on the Collateral). Neither Priority Lien Agent nor any other Priority Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral
Trustee or any other Third Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of Second Lien Obligations or Third Lien Obligations, as applicable, consisting of post-petition interest, fees or expenses to the
extent of the value of the Second Liens or the Third Liens, as applicable, on the Collateral; provided that if the Priority Lien Agent or any other Priority Lien Secured Party shall have made any claim for post-petition interest, fees or
expenses in respect of Priority Lien Obligations, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the approval of any such claim by the Second Lien Collateral Trustee or any Second Lien Secured Party
or the Third Lien Collateral Trustee or any Third Lien Secured Party, as applicable. 
 (k) Without the express written consent of the
Priority Lien Agent, none of the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party shall (or shall join with or support any third party in opposing, objecting
to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any Priority Lien Secured Party or the value of any
claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Priority Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code. 

(l) Until the Discharge of Priority Lien Obligations has occurred, notwithstanding anything to the contrary contained herein, if in any
Insolvency or Liquidation Proceeding a determination is made that any Priority Lien encumbering any Collateral is not enforceable for any reason, then each of the Second Lien Collateral Trustee for itself and on behalf of each other Second Lien
Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that, any distribution or recovery they may receive in respect of such Collateral shall be segregated and held in trust and
forthwith paid over to the Priority Lien Agent for the benefit of the Priority Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a 

  
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representation of the Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as applicable, that it has not otherwise sold, assigned, transferred or pledged any right, title or
interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Until Discharge of Priority Lien Obligations has occurred, each of the Second Lien Collateral
Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby appoints the Priority Lien Agent, and any officer or agent of
the Priority Lien Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party and Third Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(l) and taking any
action and executing any instrument that the Priority Lien Agent may deem necessary or advisable to accomplish the purposes of this Section 4.02(l), which appointment is irrevocable and coupled with an interest. 

(m) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that the Priority Lien Agent shall have the exclusive right to credit bid the Priority Lien Obligations and further that none of the Second Lien Collateral
Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be) oppose, object to
or contest such credit bid by the Priority Lien Agent. 
 (n) Without the consent of the Priority Lien Agent to be granted or withheld in its
sole discretion, each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees it will not
file an involuntary bankruptcy petition against Chesapeake or any Subsidiary or seek the appointment of an examiner or a trustee for Chesapeake or any Subsidiary unless (i) with respect to the Second Lien Secured Parties, the Second Lien
Standstill Period has expired, and (ii) with respect to the Third Lien Secured Parties, the Third Lien First Standstill Period and the Third Lien Second Standstill Period have expired. 

(o) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral
Trustee, for itself and on behalf of each other Third Lien Secured Party, waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Priority Lien Secured Party or any of the Collateral.

 (p) If Chesapeake or any Subsidiary shall become subject to any Insolvency or Liquidation Proceeding and shall, as
debtor(s)-in-possession, or if any receiver or trustee for such Person or Persons shall, move for approval of DIP Financing to be provided by one or more DIP Lenders under Section 364 of the Bankruptcy Code or the use of cash collateral under
Section 363 of the Bankruptcy Code, the Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that neither it nor any other Third Lien Secured Party will raise any objection, contest or oppose, and
each Third Lien Secured Party will waive any claim such Person may now or hereafter have, to any such financing or to the DIP Financing Liens on the Collateral securing the same, or to any use, sale or lease of cash collateral that constitutes
Collateral or to any grant of administrative expense priority under Section 364 of the Bankruptcy Code, unless (i) the Second Lien Collateral Trustee or the Second Lien Secured Parties oppose or object to such DIP Financing or such DIP
Financing Liens or such use of cash collateral or (ii) the maximum principal amount of Indebtedness permitted under such DIP Financing exceeds the sum of (A) the amount of Second Lien Obligations refinanced with the proceeds thereof and
(B) $1.0 billion. To the extent such DIP Financing Liens are senior to, or rank pari passu with, the Second Liens, the Third Lien Collateral Trustee will, for itself and on behalf of the other Third Lien Secured Parties, subordinate the
Third Liens on the Collateral to the Second Liens and to such DIP Financing Liens, so long as the Third Lien Collateral Trustee, on behalf of the Third Lien Secured Parties, retains Liens on all the Collateral, including proceeds thereof arising
after the commencement of any Insolvency or Liquidation Proceeding, with the same priority relative to the Priority Liens and the Second Liens as existed prior to the commencement of the case under the Bankruptcy Code. 

  
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 (q) Without the consent of the Second Lien Collateral Trustee in its sole discretion, the Third
Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees not to propose, support or enter into any DIP Financing except as permitted by clause (p) above. 

(r) The Third Lien Collateral Trustee, for itself and on behalf of each Third Lien Secured Party, agrees that it will not object to, oppose or
contest (or join with or support any third party objecting to, opposing or contesting) a sale or other Disposition, a motion to sell or Dispose or the bidding procedure for such sale or Disposition of any Collateral (or any portion thereof) under
Section 363 of the Bankruptcy Code or any other provision of the Bankruptcy Code if (1) the Second Lien Collateral Trustee or the requisite holders of Second Lien Obligations shall have consented to such sale or Disposition, such motion to
sell or Dispose or such bidding procedure for such sale or Disposition of such Collateral and (2) all Third Liens will attach to the proceeds of such sale with respect to the Collateral. 

(s) The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, waives any claim that may be had
against the Second Lien Collateral Trustee or any other Second Lien Secured Party arising out of any DIP Financing Liens (granted in a manner that is consistent with this Agreement) or administrative expense priority under Section 364 of the
Bankruptcy Code. 
 (t) The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that,
following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party will file or prosecute in any Insolvency or Liquidation
Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral, nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting)
(i) any request by the Second Lien Collateral Trustee or any other Second Lien Secured Party for adequate protection or (ii) any objection by the Second Lien Collateral Trustee or any other Second Lien Secured Party to any motion, relief,
action or proceeding based on the Second Lien Collateral Trustee or Second Lien Secured Parties claiming a lack of adequate protection, except that the Third Lien Secured Parties may: 

(A) freely seek and obtain relief granting adequate protection in the form of a replacement lien co-extensive in all respects
with, but subordinated (as set forth in Section 2.01) to, and with the same relative priority to the Second Liens as existed prior to the commencement of the Insolvency or Liquidation Proceeding, all Liens granted in the Insolvency or
Liquidation Proceeding to, or for the benefit of, the Second Lien Secured Parties; and 
 (B) freely seek and obtain any
relief upon a motion for adequate protection (or any comparable relief), without any condition or restriction whatsoever, at any time after the Discharge of Second Lien Obligations. 

(u) The Third Lien Collateral Trustee, for itself and on behalf of each of the other of the Third Lien Secured Parties, waives any claim the
Third Lien Collateral Trustee or any such other Third Lien Secured Party may now or hereafter have against the Second Lien Collateral Trustee or any other Second Lien Secured Party (or their representatives) arising out of any election by the Second
Lien Collateral Trustee or any Second Lien Secured Parties, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code. 

  
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 (v) The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured
Party, agrees that in any Insolvency or Liquidation Proceeding, neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party shall support or vote for any plan of reorganization or disclosure statement of Chesapeake or any other
Grantor unless (i) such plan is accepted by the Class of Second Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for the payment in full in cash of all Second Lien Obligations (including
all post-petition interest, fees and expenses) on the effective date of such plan of reorganization, or (ii) such plan provides on account of the Second Lien Secured Parties for the retention by the Second Lien Collateral Trustee, for the
benefit of the Second Lien Secured Parties, of the Liens on the Collateral securing the Second Lien Obligations, and on all proceeds thereof whenever received, and such plan also provides that any Liens retained by, or granted to, the Third Lien
Collateral Trustee are only on property securing the Second Lien Obligations and shall have the same relative priority with respect to the Collateral or other property, respectively, as provided in this Agreement with respect to the Collateral.
Except as provided herein, the Third Lien Secured Parties shall remain entitled to vote their claims in any such Insolvency or Liquidation Proceeding. 

(w) The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that following the
Discharge of Priority Lien Obligations but until the Discharge of Second Lien Obligations has occurred, neither the Third Lien Collateral Trustee nor any Third Lien Secured Party shall seek relief, pursuant to Section 362(d) of the Bankruptcy
Code or otherwise, from the automatic stay of Section 362(a) of the Bankruptcy Code or from any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral if the Second Lien Collateral Trustee has not received relief
from the automatic stay (or it has not been lifted for the Second Lien Collateral Trustee’s benefit), without the prior written consent of the Second Lien Collateral Trustee. 

(x) The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that neither the Third Lien
Collateral Trustee nor any other Third Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Collateral Trustee or any other Second Lien Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding
of Second Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Second Liens (it being understood that such value will be determined without regard to the existence of the Third Liens on the
Collateral). Neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party shall oppose or seek to challenge any claim by the Third Lien Collateral Trustee or any other Third Lien Secured Party for allowance or payment in any
Insolvency or Liquidation Proceeding of Third Lien Obligations consisting of post-petition interest, fees or expenses to the extent of the value of the Third Liens on the Collateral; provided that if the Second Lien Collateral Trustee or any
other Second Lien Secured Party shall have made any claim for post-petition interest, fees or expenses in respect of Priority Lien Obligations, such claim (i) shall have been approved or (ii) will be approved contemporaneously with the
approval of any such claim by the Third Lien Collateral Trustee or any Third Lien Secured Party. 
 (y) Without the express written consent
of the Second Lien Collateral Trustee, neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party shall (or shall join with or support any third party in opposing, objecting to or contesting, as the case may be), in any
Insolvency or Liquidation Proceeding involving any Grantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of Second Lien Secured Party or the value of any claims of any such holder under
Section 506(a) of the Bankruptcy Code or (ii) oppose, object to or contest the payment to the Second Lien Secured Party of interest, fees or expenses under Section 506(b) of the Bankruptcy Code. 

  
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 (z) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Second
Lien Obligations, notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made that any Second Lien encumbering any Collateral is not enforceable for any reason, then the Third
Lien Collateral Trustee for itself and on behalf of each other Third Lien Secured Party, agrees that any distribution or recovery they may receive in respect of such Collateral shall be segregated and held in trust and forthwith paid over to the
Second Lien Collateral Trustee for the benefit of the Second Lien Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Third Lien Collateral Trustee that it has not otherwise
sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Following the Discharge of Priority Lien
Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby appoints the Second Lien Collateral Trustee, and any officer or agent of
the Second Lien Collateral Trustee, with full power of substitution, the attorney-in-fact of each Third Lien Secured Party for the limited purpose of carrying out the provisions of this Section 4.02(z) and taking any action and executing
any instrument that the Second Lien Collateral Trustee may deem necessary or advisable to accomplish the purposes of this Section 4.02(z), which appointment is irrevocable and coupled with an interest. 

(aa) The Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that the Second Lien
Collateral Trustee shall have the exclusive right after the Discharge of Priority Lien Obligations to credit bid the Second Lien Obligations and further that neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party shall (or
shall join with or support any third party in opposing, objecting to or contesting, as the case may be) oppose, object to or contest such credit bid by the Second Lien Collateral Trustee. 

(bb) Without the consent of the Second Lien Collateral Trustee to be granted or withheld in its sole discretion, and unless the Third Lien
Second Standstill Period has expired, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees it will not file an involuntary bankruptcy petition against Chesapeake or any Subsidiary or seek the
appointment of an examiner or a trustee for Chesapeake or any Subsidiary. 
 (cc) The Third Lien Collateral Trustee, for itself and on behalf
of each other Third Lien Secured Party, waives any right to assert or enforce any claim under Section 506(c) or 552 of the Bankruptcy Code as against any Second Lien Secured Party or any of the Collateral. 

Section 4.03 Reinstatement. 

(a) If any Priority Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to
the estate of any Grantor any amount (a “Recovery”) for any reason whatsoever, then the Priority Lien Obligations shall be reinstated to the extent of such Recovery and the Priority Lien Secured Parties shall be entitled to a
reinstatement of Priority Lien Obligations with respect to all such recovered amounts. Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien Collateral Trustee, for itself
and on behalf of each other Third Lien Secured Party, agrees that if, at any time, a Second Lien Secured Party or a Third Lien Secured Party, as applicable, receives notice of any Recovery, the Second Lien Collateral Trustee, any other Second Lien
Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, as applicable, shall promptly pay over to the Priority Lien Agent any payment received by it and then in its possession or under its control in respect of any
Collateral subject to any Priority Lien securing such Priority Lien Obligations and shall promptly turn any Collateral subject to any such Priority Lien then held by it over to the Priority Lien Agent, and the provisions set forth in this Agreement
shall be reinstated as if such payment had not been made. If this Agreement shall have been terminated prior to any such Recovery, this Agreement shall be reinstated in full force and effect, 

  
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and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Any amounts received by the
Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party and then in its possession or under its control on account of the Second Lien Obligations or Third Lien
Obligations, as applicable, after the termination of this Agreement shall, in the event of a reinstatement of this Agreement pursuant to this Section 4.03(a), be held in trust for and paid over to the Priority Lien Agent for the benefit
of the Priority Lien Secured Parties for application to the reinstated Priority Lien Obligations until the discharge thereof. 
 (b) If any
Second Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of any Grantor any amount (a “Second Lien Recovery”) for any reason whatsoever, then the
Second Lien Obligations shall be reinstated to the extent of such Second Lien Recovery and the Second Lien Secured Parties shall be entitled to a reinstatement of Second Lien Obligations with respect to all such recovered amounts. The Third Lien
Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that if, at any time, a Third Lien Secured Party receives notice of any Second Lien Recovery, the Third Lien Collateral Trustee or any other Third Lien
Secured Party, as applicable, shall promptly pay over to the Second Lien Collateral Trustee any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Second Lien securing such Second Lien
Obligations and shall promptly turn any Collateral subject to any such Second Lien then held by it over to the Second Lien Collateral Trustee, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made.
If this Agreement shall have been terminated prior to any such Second Lien Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the
obligations of the parties hereto from such date of reinstatement. Any amounts received by the Third Lien Collateral Trustee or any other Third Lien Secured Party and then in its possession or under its control on account of the Third Lien
Obligations after the termination of this Agreement shall, in the event of a reinstatement of this Agreement pursuant to this Section 4.03(b), be held in trust for and paid over to the Second Lien Collateral Trustee for the benefit of
the Second Lien Secured Parties for application to the reinstated Second Lien Obligations until the discharge thereof. 
 (c) This
Section 4.03 shall survive termination of this Agreement. 
 Section 4.04 Refinancings; Additional Priority Lien Debt;
Additional Second Lien Debt; Initial Third Lien Indebtedness; Additional Third Lien Debt. 
 (a) The Priority Lien Obligations, the
Second Lien Obligations and the Third Lien Obligations may be Replaced, by any Priority Substitute Credit Facility, Second Lien Substitute Facility or Third Lien Substitute Facility, as the case may be, in each case, without notice to, or the
consent of any Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, that (i) the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral
Trustee shall receive on or prior to incurrence of a Priority Substitute Credit Facility, Second Lien Substitute Facility or Third Lien Substitute Facility (A) an Officers’ Certificate from Chesapeake stating that (I) the incurrence
thereof is permitted by each applicable Secured Debt Document and (II) the requirements of Section 4.06 have been satisfied, and (B) a Priority Confirmation Joinder from the holders or lenders of any Indebtedness that Replaces the
Priority Lien Obligations, the Second Lien Obligations or the Third Lien Obligations (or an authorized agent, trustee or other representative on their behalf) and (ii) on or before the date of such incurrence, such Priority Substitute Credit
Facility, Second Lien Substitute Facility or Third Lien Substitute Facility is designated by Chesapeake, in an Officers’ Certificate delivered to the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee,
as “Priority Lien Debt”, “Second Lien Debt” or “Third Lien Debt”, as applicable, for the purposes of the Secured Debt Documents and this Agreement; provided that no Series of Secured Debt may be designated as
more than one of Priority Lien Debt, Second Lien Debt or Third Lien Debt. 

  
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 (b) Chesapeake will be permitted to designate as an additional holder of Priority Lien
Obligations, Second Lien Obligations or Third Lien Obligations hereunder each Person who is, or who becomes, the registered holder of Priority Lien Debt, Second Lien Debt or Third Lien Debt, as applicable, incurred by Chesapeake after the date of
this Agreement in accordance with the terms of all applicable Secured Debt Documents. Chesapeake may effect such designation by delivering to the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee, each of
the following: 
 (i) an Officers’ Certificate stating that Chesapeake intends to incur (A) Additional Priority Lien Obligations
which will be Priority Lien Debt, (B) Additional Second Lien Obligations which will be Second Lien Debt, (C) Initial Third Lien Obligations which will be Third Lien Debt or (D) Additional Third Lien Obligations which will be Third
Lien Debt, which in each case is permitted by each applicable Secured Debt Document to be incurred and secured by a Priority Lien, Second Lien or Third Lien, as applicable, equally and ratably with all previously existing and future Priority Lien
Debt, Second Lien Debt or Third Lien Debt, as applicable; 
 (ii) an authorized agent, trustee or other representative on behalf of the
holders or lenders of any Additional Priority Lien Obligations, Additional Second Lien Obligations, Initial Third Lien Obligations or Additional Third Lien Obligations, as applicable, must be designated as an additional holder of Secured Obligations
hereunder and must, prior to such designation, sign and deliver on behalf of the holders or lenders of such Additional Priority Lien Obligations, Additional Second Lien Obligations, Initial Third Lien Obligations or Additional Third Lien
Obligations, as applicable, a Priority Confirmation Joinder, and, to the extent necessary or appropriate to facilitate such transaction, a new intercreditor agreement substantially similar to this Agreement, as in effect on the date hereof; and 

(iii) evidence that Chesapeake has duly authorized, executed (if applicable) and recorded (or caused to be recorded) in each appropriate
governmental office all relevant filings and recordations deemed necessary by Chesapeake and the holder of such Additional Priority Lien Obligations, Additional Second Lien Obligations, Initial Third Lien Obligations or Additional Third Lien
Obligations, as applicable, or its Secured Debt Representative, to ensure that the Additional Priority Lien Obligations, Additional Second Lien Obligations, Initial Third Lien Obligations or Additional Third Lien Obligations are secured by the
Collateral in accordance with the Priority Lien Security Documents, Second Lien Security Documents or the Third Lien Security Documents, as applicable (provided that such filings and recordings may be authorized, executed and recorded
following any incurrence on a post-closing basis if permitted by the Priority Lien Representative, Second Lien Representative or Third Lien Representative for such Additional Priority Lien Obligations, Additional Second Lien Obligations, Initial
Third Lien Obligations or Additional Third Lien Obligations, as applicable). 
 The deliveries set forth in clauses (i) through
(iii) of this Section 4.04(b) shall not be required (and shall be deemed satisfied) in connection with any issuance of Additional Notes. 

(c) Chesapeake will be permitted to enter into an Initial Third Lien Debt Facility to the extent such Initial Third Lien Debt Facility is
permitted by the Priority Credit Agreement, the other Priority Lien Documents, the Second Lien Indenture and the other Second Lien Documents. Any Third Lien Debt incurred pursuant to such Initial Third Lien Debt Facility may be secured by a Third
Lien under and pursuant to the Initial Third Lien Security Documents provided that the Third Lien Collateral Trustee, acting for itself and on behalf of the Initial Third Lien Secured Parties, becomes a party to this Agreement by satisfying the
conditions set forth in clauses (i) and (ii) of Section 4.04(b). 

  
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 In order for the Third Lien Collateral Trustee to become a party to this Agreement, 

(i) the Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee shall have executed and delivered a
Priority Confirmation Joinder pursuant to which (a) such Third Lien Collateral Trustee becomes a Secured Debt Representative hereunder and (b) the Third Lien Debt and the related Initial Third Lien Secured Parties become subject hereto and
bound hereby; 
 (ii) Chesapeake shall have delivered to the Priority Lien Agent and the Second Lien Collateral Trustee (A) true and
complete copies of each Initial Third Lien Document and (B) an Officers’ Certificate certifying such copies as being true and correct and identifying the obligations to be designated as Initial Third Lien Obligations and the initial
aggregate principal amount thereof; and 
 (iii) without limiting Section 4.06, the Initial Third Lien Documents relating to
such Third Lien Debt shall provide, in a manner satisfactory to the Priority Lien Agent and the Second Lien Collateral Trustee, that each Initial Third Lien Secured Party shall be subject to and bound by the provisions of this Agreement in its
capacity as a holder of such Third Lien Debt. 
 Notwithstanding the foregoing, nothing in this Agreement will be construed to allow
Chesapeake or any other Grantor to incur additional Indebtedness unless otherwise permitted by the terms of each applicable Secured Debt Document. 

Each of the then-existing Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee shall be authorized to
execute and deliver such documents and agreements (including amendments or supplements to this Agreement) as such holders, lenders, agent, trustee or other representative may reasonably request to give effect to any such Replacement or any
incurrence of Additional Priority Lien Obligations, Additional Notes, Additional Second Lien Obligations, Initial Third Lien Obligations or Additional Third Lien Obligations, it being understood that the Priority Lien Agent, the Second Lien
Collateral Trustee and the Third Lien Collateral Trustee or (if permitted by the terms of the applicable Secured Debt Documents) the Grantors, without the consent of any other Secured Party or (in the case of the Grantors) one or more Secured Debt
Representatives, may amend, supplement, modify or restate this Agreement to the extent necessary or appropriate to facilitate such amendments or supplements to effect such Replacement or incurrence all at the expense of the Grantors. Upon the
consummation of such Replacement or incurrence and the execution and delivery of the documents and agreements contemplated in the preceding sentence, the holders or lenders of such Indebtedness and any authorized agent, trustee or other
representative thereof shall be entitled to the benefits of this Agreement. 
 Section 4.05 Amendments to Second Lien Documents and Third Lien
Documents. 
 (a) Prior to the Discharge of Priority Lien Obligations, and except as permitted by the Priority Lien Documents, without
the prior written consent of the Priority Lien Agent, no Second Lien Document or Third Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement, restatement
or modification and/or refinancing, or the terms of any new Second Lien Document or Third Lien Document, as applicable, would (i) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien
Secured Parties to receive payments owing pursuant to the Priority Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as Collateral granted under the Second Lien Security
Documents or the Third Lien Security Documents, unless such additional property is added as Collateral under the Priority Lien Documents, (iii) confer any additional rights on the Second Lien Collateral Trustee, any other Second Lien Secured
Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Priority Lien Secured Parties, or (iv) contravene the provisions of this Agreement or the Priority Lien Documents. 

  
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 (b) Prior to the Discharge of Second Lien Obligations, and except as permitted by the Second Lien
Documents, without the prior written consent of the Second Lien Collateral Trustee, no Third Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement,
restatement or modification and/or refinancing, or the terms of any new Third Lien Document, would (i) adversely affect the lien priority rights of the Second Lien Secured Parties or the rights of the Second Lien Secured Parties to receive
payments owing pursuant to the Second Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing any additional property as Collateral granted under the Third Lien Security Documents, unless such additional
property is added as Collateral under the Second Lien Documents, (iii) confer any additional rights on the Third Lien Collateral Trustee or any other Third Lien Secured Party in a manner adverse to the Second Lien Secured Parties, or
(iv) contravene the provisions of this Agreement or the Second Lien Documents. 
 (c) For the avoidance of doubt and subject to
Sections 4.05(a) and (b), (1) any Second Lien Security Document may be amended or supplemented in accordance with Section 7.1 of the Second Lien Collateral Trust Agreement and (2) any Third Lien Security Document may be
amended or supplemented with the applicable provisions of the Third Lien Collateral Trust Agreement. 
 Section 4.06 Legends .
Each of 
 (a) the Priority Lien Agent acknowledges with respect to the (i) Priority Credit Agreement and the Credit Agreement Security
Documents and (ii) the Additional Priority Lien Debt Facility and the Additional Priority Lien Security Documents, if any, 
 (b) the
Second Lien Collateral Trustee acknowledges with respect to (i) the Second Lien Indenture and the Second Lien Indenture Security Documents, and (ii) the Additional Second Lien Debt Facility and the Additional Second Lien Security
Documents, if any, and 
 (c) the Third Lien Collateral Trustee acknowledges with respect to (i) the Initial Third Lien Debt Facility
and the Initial Third Lien Security Documents, if any, and (ii) the Additional Third Lien Debt Facility and the Additional Third Lien Security Documents, if any, that 

the Second Lien Indenture, the Initial Third Lien Debt Facility (if any), the Additional Second Lien Debt Facility (if any), the Additional Third Lien Debt
Facility (if any), the Second Lien Documents (other than control agreements to which both the Priority Lien Agent and the Second Lien Collateral Trustee are parties), the Third Lien Documents (other than control agreements to which the Priority Lien
Agent or the Second Lien Collateral Trustee, as applicable, and the Third Lien Collateral Trustee are parties) and each associated Security Document (other than control agreements to which both the Priority Lien Agent and the Second Lien Collateral
Trustee are parties or, in the case of Third Lien Security Documents, other than control agreements to which the Priority Lien Agent or the Second Lien Collateral Trustee, as applicable, and the Third Lien Collateral Trustee are parties) granting
any security interest in the Collateral will contain a legend to the effect set forth on Annex I. 
 Section 4.07 Second Lien
Secured Parties and Third Lien Secured Parties Rights as Unsecured Creditors; Judgment Lien Creditor . Whether before or after the Discharge of Priority Lien Obligations, any of the Second Lien Secured Parties and the Third Lien Secured Parties
may take any actions and exercise any and all rights that would be available to a holder of unsecured claims; provided, however, that the Second Lien Secured Parties and the Third Lien Secured Parties may not take any of the actions 

  
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prohibited by Section 3.05(a) or Section 4.02 or any other provisions in this Agreement; provided, further, that in the event that any of the Second Lien
Secured Parties or Third Lien Secured Parties becomes a judgment lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations or the Third Lien
Obligations, as applicable, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Priority Lien Obligations, the Second Lien Obligations and the Third Lien Obligations, as applicable) as
the Second Liens and Third Liens, as applicable, are subject to this Agreement. 
 Section 4.08 Postponement of Subrogation.

 (a) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party, and the Third Lien
Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby agrees that no payment or distribution to any Priority Lien Secured Party pursuant to the provisions of this Agreement shall entitle any Second Lien Secured
Party or Third Lien Secured Party to exercise any rights of subrogation in respect thereof until, in the case of the Second Lien Secured Parties, the Discharge of Priority Lien Obligations shall have occurred and, in the case of the Third Lien
Secured Parties, the Discharge of Priority Lien Obligations and the Discharge of Second Lien Obligations shall have occurred. Following the Discharge of Priority Lien Obligations, but subject to the reinstatement as provided in
Section 4.03, each Priority Lien Secured Party will execute such documents, agreements, and instruments as any Second Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in
the Priority Lien Obligations resulting from payments or distributions to such Priority Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by
such Priority Lien Secured Party are paid by such Person upon request for payment thereof. 
 (b) Following the Discharge of Priority Lien
Obligations but prior to the Discharge of Second Lien Obligations, the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, agrees that no payment or distribution to any Second Lien Secured Party pursuant
to the provisions of this Agreement shall entitle any Third Lien Secured Party to exercise any rights of subrogation in respect thereof. Following the Discharge of Second Lien Obligations, but subject to the reinstatement as provided in
Section 4.03, each Second Lien Secured Party will execute such documents, agreements, and instruments as any Third Lien Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the
Second Lien Obligations resulting from payments or distributions to such Second Lien Secured Party by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such
Second Lien Secured Party are paid by such Person upon request for payment thereof. 
 Section 4.09 Acknowledgment by the Secured
Debt Representatives. Each of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Parties, the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien
Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, hereby acknowledges that this Agreement is a material inducement to enter into a business relationship, that each has relied on this Agreement to enter into the
Priority Lien Documents, the Second Lien Documents and the Third Lien Documents, as applicable, and all documentation related thereto, and that each will continue to rely on this Agreement in their related future dealings. 

  
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 ARTICLE V 

GRATUITOUS BAILMENT FOR PERFECTION OF CERTAIN SECURITY INTERESTS 

Section 5.01 General . (a) Prior to the Discharge of Priority Lien Obligations, the Priority Lien Agent agrees that if it
shall at any time hold a Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral, and if such Collateral is in fact in the possession or under the control of the Priority Lien Agent, the Priority Lien
Agent will serve as gratuitous bailee for (i) the Second Lien Collateral Trustee for the sole purpose of perfecting the Second Lien of the Second Lien Collateral Trustee on such Collateral and (ii) the Third Lien Collateral Trustee for the
sole purpose of perfecting the Third Lien of the Third Lien Collateral Trustee on such Collateral. It is agreed that the obligations of the Priority Lien Agent and the rights of the Second Lien Collateral Trustee, the other Second Lien Secured
Parties, the Third Lien Collateral Trustee and the other Third Lien Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article II. Notwithstanding anything to the contrary
herein, the Priority Lien Agent will be deemed to make no representation as to the adequacy of the steps taken by it to perfect the Second Lien or Third Lien on any such Collateral and shall have no responsibility, duty, obligation or liability to
the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party or any other Person for such perfection or failure to perfect, it being understood that the sole purpose
of this Article is to enable the Second Lien Secured Parties to obtain a perfected Second Lien and the Third Lien Secured Parties to obtain a perfected Third Lien in such Collateral to the extent, if any, that such perfection results from the
possession or control of such Collateral by the Priority Lien Agent. The Priority Lien Agent acting pursuant to this Section 5.01(a) shall not have by reason of the Priority Lien Security Documents, the Second Lien Security Documents,
the Third Lien Security Documents, this Agreement or any other document or theory, a fiduciary relationship in respect of any Priority Lien Secured Party, the Second Lien Collateral Trustee, any Second Lien Secured Party, the Third Lien Collateral
Trustee or any Third Lien Secured Party. Subject to Section 4.03, from and after the Discharge of Priority Lien Obligations, the Priority Lien Agent shall take all such actions in its power as shall reasonably be requested by the Second
Lien Collateral Trustee (at the sole cost and expense of the Grantors) to transfer possession or control of such Collateral (in each case to the extent the Second Lien Collateral Trustee has a Lien on such Collateral after giving effect to any prior
or concurrent releases of Liens) to the Second Lien Collateral Trustee for the benefit of all Second Lien Secured Parties. 
 (b) Following
the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, the Second Lien Collateral Trustee agrees that if it shall at any time hold a Second Lien on any Collateral that can be perfected by the possession or
control of such Collateral, and if such Collateral is in fact in the possession or under the control of the Second Lien Collateral Trustee, the Second Lien Collateral Trustee will serve as gratuitous bailee for the Third Lien Collateral Trustee for
the sole purpose of perfecting the Third Lien of the Third Lien Collateral Trustee on such Collateral. It is agreed that the obligations of the Second Lien Collateral Trustee and the rights of the Third Lien Collateral Trustee and the other Third
Lien Secured Parties in connection with any such bailment arrangement will be in all respects subject to the provisions of Article II. Notwithstanding anything to the contrary herein, the Second Lien Collateral Trustee will be deemed to make
no representation as to the adequacy of the steps taken by it to perfect the Third Lien on any such Collateral and shall have no responsibility, duty, obligation or liability to the Third Lien Collateral Trustee or any other Third Lien Secured Party
or any other Person for such perfection or failure to perfect, it being understood that the sole purpose of this Article is to enable the Third Lien Secured Parties to obtain a perfected Third Lien in such Collateral to the extent, if any, that such
perfection results from the possession or control of such Collateral by the Second Lien Collateral Trustee. The Second Lien Collateral Trustee acting pursuant to this Section 5.01(b) shall not have by reason of the Second Lien Security
Documents, the Third Lien Security Documents, this Agreement or any other document or theory, a fiduciary relationship in respect of any Second Lien Secured Party, the Third Lien Collateral Trustee or any Third Lien Secured Party. Subject to
Section 4.03, from and after the Discharge of Second Lien Obligations, the Second Lien Collateral Trustee shall take all such actions in its power as shall reasonably be requested by the Third Lien Collateral Trustee (at the sole cost
and expense of the Grantors) to transfer possession or control of such Collateral (in each case to the extent the Third Lien Collateral Trustee has a Lien on such Collateral after giving effect to any prior or concurrent releases of Liens) to the
Third Lien Collateral Trustee for the benefit of all Third Lien Secured Parties. 

  
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 ARTICLE VI 

APPLICATION OF PROCEEDS; DETERMINATION OF AMOUNTS 

Section 6.01 Application of Proceeds . (a) Prior to the Discharge of Priority Lien Obligations, and regardless of whether an
Insolvency or Liquidation Proceeding has been commenced, Collateral or proceeds received in connection with the enforcement or exercise of any rights or remedies with respect to any portion of the Collateral will be applied: 

 

	 	(i)	first, to the payment in full in cash of all Priority Lien Obligations, 

  

	 	(ii)	second, to the payment in full in cash of all Second Lien Obligations, 

  

	 	(iii)	third, to the payment in full in cash of all Third Lien Obligations, and 

  

	 	(iv)	fourth, to Chesapeake or as otherwise required by applicable law. 

 (b) Following the
Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, Collateral or proceeds received in connection with the enforcement or
exercise of any rights or remedies with respect to any portion of the Collateral will be applied: 
  

	 	(i)	first, to the payment in full in cash of all Second Lien Obligations, 

  

	 	(ii)	second, to the payment in full in cash of all Third Lien Obligations, and 

  

	 	(iii)	third, to Chesapeake or as otherwise required by applicable law. 

 Section 6.02
Determination of Amounts . Whenever a Secured Debt Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any Priority Lien
Obligations, Second Lien Obligations or Third Lien Obligations (or the existence of any commitment to extend credit that would constitute any such obligations), or the existence of any Lien securing any such obligations, or the Collateral subject to
any such Lien, it may request that such information be furnished to it in writing by the other Secured Debt Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided,
however, that if a Secured Debt Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Secured Debt Representative shall be entitled to make any such determination by such method as it
may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of Chesapeake. Each Secured Debt Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it
in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to Chesapeake or any of their subsidiaries, any Secured Party or any other Person as a result of
such determination. 

  
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 ARTICLE VII 

NO RELIANCE; NO LIABILITY; OBLIGATIONS ABSOLUTE; 

CONSENT OF GRANTORS; ETC. 

Section 7.01 No Reliance; Information. The Priority Lien Secured Parties, the Second Lien Secured Parties and the Third Lien
Secured Parties shall have no duty to disclose to any Secured Party any information relating to Chesapeake or any of the other Grantors, or any other circumstance bearing upon the risk of non-payment of any of the Priority Lien Obligations, the
Second Lien Obligations or the Third Lien Obligations, as the case may be, that is known or becomes known to any of them or any of their Affiliates. In the event any Priority Lien Secured Party, any Second Lien Secured Party or any Third Lien
Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Secured Party, it shall be under no obligation (a) to make, and shall not make or be deemed to have made, any express or
implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of the information so provided, (b) to provide any additional information or to provide any such information on any subsequent
occasion or (c) to undertake any investigation. 
 Section 7.02 No Warranties or Liability. 

(a) The Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Parties, acknowledges and agrees that, except for the
representations and warranties set forth in Article VIII, (i) neither the Second Lien Collateral Trustee nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the
execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Third Lien Collateral
Trustee nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Third Lien
Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 
 (b) The Second Lien Collateral Trustee, for
itself and on behalf of the other Second Lien Secured Parties, acknowledges and agrees that, except for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured
Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or
the perfection or priority of any Liens thereon and (ii) neither the Third Lien Collateral Trustee nor any other Third Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution,
validity, legality, completeness, collectability or enforceability of any of the Third Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 

(c) The Third Lien Collateral Trustee, for itself and on behalf of the other Third Lien Secured Parties, acknowledges and agrees that, except
for the representations and warranties set forth in Article VIII, (i) neither the Priority Lien Agent nor any other Priority Lien Secured Party has made any express or implied representation or warranty, including with respect to the
execution, validity, legality, completeness, collectability or enforceability of any of the Priority Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon and (ii) neither the Second Lien Collateral
Trustee nor any other Second Lien Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the Second Lien
Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. 

  
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 (d) (i) The Priority Lien Agent and the other Priority Lien Secured Parties shall have no express
or implied duty to the Second Lien Collateral Trustee, any other Second Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, (ii) the Second Lien Collateral Trustee and the other Second Lien Secured
Parties shall have no express or implied duty to the Priority Lien Agent, any other Priority Lien Secured Party, the Third Lien Collateral Trustee or any other Third Lien Secured Party, and (iii) the Third Lien Collateral Trustee shall have no
express or implied duty to the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party, in each case to act or refrain from acting in a manner which allows, or results in,
the occurrence or continuance of a default or an event of default under any Priority Lien Document, any Second Lien Document and any Third Lien Document (other than, in each case, this Agreement), regardless of any knowledge thereof which they may
have or be charged with. 
 (e) Each of the Second Lien Collateral Trustee, for itself and on behalf of each other Second Lien Secured Party,
and the Third Lien Collateral Trustee, for itself and on behalf of each other Third Lien Secured Party, hereby waives any claim that may be had against the Priority Lien Agent or any other Priority Lien Secured Party arising out of any actions which
the Priority Lien Agent or such Priority Lien Secured Party takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or
depreciation of, or failure to realize upon, any Collateral, and actions with respect to the collection of any claim for all or only part of the Priority Lien Obligations from any account debtor, guarantor or any other party) in accordance with this
Agreement and the Priority Lien Documents or the valuation, use, protection or release of any security for such Priority Lien Obligations. The Third Lien Collateral Trustee, for itself and on behalf each other Third Lien Secured Party, hereby waives
any claim that may be had against the Second Lien Collateral Trustee or any other Second Lien Secured Party arising out of any actions which the Second Lien Collateral Trustee or such Second Lien Secured Party takes or omits to take following the
Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations (including actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale,
release or depreciation of, or failure to realize upon, any Collateral, and actions with respect to the collection of any claim for all or only part of the Second Lien Obligations from any account debtor, guarantor or any other party) in accordance
with this Agreement and the Second Lien Documents or the valuation, use, protection or release of any security for such Second Lien Obligations. 

Section 7.03 Obligations Absolute. The Lien priorities provided for herein and the respective rights, interests, agreements and
obligations hereunder of the Priority Lien Agent and the other Priority Lien Secured Parties, the Second Lien Collateral Trustee and the other Second Lien Secured Parties, and the Third Lien Collateral Trustee and the other Third Lien Secured
Parties shall remain in full force and effect irrespective of: 
 (a) any lack of validity or enforceability of any Secured Debt Document;

 (b) any change in the time, place or manner of payment of, or in any other term of (including the Replacing of), all or any portion of the
Priority Lien Obligations, it being specifically acknowledged that a portion of the Priority Lien Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from
time to time may be increased or reduced and subsequently reborrowed; 
 (c) any amendment, waiver or other modification, whether by course
of conduct or otherwise, of any Secured Debt Document; 

  
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 (d) the securing of any Priority Lien Obligations, Second Lien Obligations or Third Lien
Obligations with any additional collateral or guarantees, or any exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral or any other collateral or any release of any guarantee securing any Priority Lien
Obligations, Second Lien Obligations or Third Lien Obligations; 
 (e) the commencement of any Insolvency or Liquidation Proceeding in
respect of Chesapeake or any other Grantor; or 
 (f) any other circumstances that otherwise might constitute a defense available to, or a
discharge of, Chesapeake or any other Grantor in respect of the Priority Lien Obligations, the Second Lien Obligations or the Third Lien Obligations. 

Section 7.04 Grantors Consent. Each Grantor hereby consents to the provisions of this Agreement and the intercreditor arrangements
provided for herein and agrees that the obligations of the Grantors under the Secured Debt Documents will in no way be diminished or otherwise affected by such provisions or arrangements (except as expressly provided herein). 

ARTICLE VIII 

REPRESENTATIONS AND WARRANTIES 

Section 8.01 Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto
as follows: 
 (a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
and has all requisite power and authority to enter into and perform its obligations under this Agreement. 
 (b) This Agreement has been duly
executed and delivered by such party. 
 (c) The execution, delivery and performance by such party of this Agreement (i) do not require
any consent or approval of, registration or filing with or any other action by any Governmental Authority of which the failure to obtain could reasonably be expected to have a Material Adverse Effect (as defined in the Priority Credit Agreement as
in effect on the date hereof), (ii) will not violate any applicable law or regulation or any order of any Governmental Authority or any indenture, agreement or other instrument binding upon such party which could reasonably be expected to have
a Material Adverse Effect and (iii) will not violate the charter, by-laws or other organizational documents of such party. 

Section 8.02 Representations and Warranties of Each Representative. Each of the Priority Lien Agent, the Second Lien Collateral
Trustee and the Third Lien Collateral Trustee represents and warrants to the other parties hereto that it is authorized under the Priority Credit Agreement, the Second Lien Collateral Trust Agreement and the Third Lien Collateral Trust Agreement, as
the case may be, to enter into this Agreement. 
 ARTICLE IX 

MISCELLANEOUS 

Section 9.01 Notices. All notices and other communications provided for herein shall be in writing and shall be delivered by hand
or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: 

  
 50 









	 	(a)	if to the Original Priority Lien Agent, to it at: 

 MUFG Union Bank, N.A. 

500 N. Akard, Suite 4200 

Dallas, TX 75201 

Attention: Randall Osterberg 

Facsimile: (214) 922-4209 
  

	 	(b)	if to the Original Second Lien Collateral Trustee, to it at: 

 Deutsche Bank
Trust Company Americas 
 Trust and Agency Services 

60 Wall Street, 16th Floor 

Mail Stop: NYC60-1630 

New York, New York 10005 

USA 

Attn: Corporates Team, Chesapeake Energy Corp. 

Facsimile: (732) 578-4635 

With a copy to: 

Deutsche Bank National Trust Company 

for Deutsche Bank Trust Company Americas 

Trust and Agency Services 

100 Plaza One – 6th Floor 

MSJCY03-0699 

Jersey City, NJ 07311-3901 

USA 

Attn: Corporates Team, Chesapeake Energy Corp. 

Facsimile: (732) 578-4635 

(c) if to any other Secured Debt Representative, to such address as specified in the Priority Confirmation Joinder. 

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all
other cases) if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party
as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01. As agreed to in writing among Chesapeake, the Priority Lien Agent, the Second
Lien Collateral Trustee and the Third Lien Collateral Trustee from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such
person. 
 Section 9.02 Waivers; Amendment. (a) No failure or delay on the part of any party hereto in exercising any right
or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. 

  
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The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. 

(b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by each Secured Debt Representative; provided, however, that this Agreement may be amended from time to time as provided in the last paragraph of Section 4.04; provided further,
however, with respect to any amendment that directly and adversely affects any express rights or obligations of Chesapeake or any other Grantor hereunder, no such amendment or modification shall be effective unless consented to by Chesapeake
and any applicable Grantor in writing. Any amendment of this Agreement that is proposed to be effected without the consent of a Secured Debt Representative as permitted by the first proviso to the preceding sentence shall be submitted to such
Secured Debt Representative for its review at least 5 Business Days prior to the proposed effectiveness of such amendment. 

Section 9.03 Actions Upon Breach; Specific Performance. (a) (i) Prior to the Discharge of Priority Lien Obligations, if
any Second Lien Secured Party or Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien
Agent, may interpose as a defense or dilatory plea the making of this Agreement, and any Priority Lien Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor and (ii) following the
Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, if any Third Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral,
such Grantor, with the prior written consent of the Second Lien Collateral Trustee, may interpose as a defense or dilatory plea the making of this Agreement, and any Second Lien Secured Party may intervene and interpose such defense or plea in its
or their name or in the name of such Grantor. 
 (b) (i) Prior to the Discharge of Priority Lien Obligations, should any Second Lien Secured
Party or Third Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or
take any other action in violation of this Agreement or fail to take any action required by this Agreement, the Priority Lien Agent or any other Priority Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant
Grantor, with the prior written consent of the Priority Lien Agent, (A) may obtain relief against such Second Lien Secured Party or Third Lien Secured Party, as applicable, by injunction, specific performance and/or other appropriate equitable
relief, it being understood and agreed by each of the Second Lien Collateral Trustee on behalf of each Second Lien Secured Party and the Third Lien Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Priority Lien Secured
Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Second Lien Secured Party and Third Lien Secured Party waives any defense that the Grantors and/or the Priority Lien Secured
Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and documented costs and expenses incurred in connection with any action to
enforce the provisions of this Agreement and (ii) following the Discharge of Priority Lien Obligations but prior to the Discharge of Second Lien Obligations, should any Third Lien Secured Party, contrary to this Agreement, in any way take,
attempt to or threaten to take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), or take any other action in violation of this Agreement or fail to take any action
required by 

  
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this Agreement, the Second Lien Collateral Trustee or any other Second Lien Secured Party (in its own name or in the name of the relevant Grantor) or the relevant Grantor, with the prior written
consent of the Second Lien Collateral Trustee, (A) may obtain relief against such Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Third Lien
Collateral Trustee on behalf of each Third Lien Secured Party that (I) the Second Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (II) each Third Lien Secured Party
waives any defense that the Grantors and/or the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages, and (B) shall be entitled to damages, as well as reimbursement for all reasonable and
documented costs and expenses incurred in connection with any action to enforce the provisions of this Agreement. 
 Section 9.04
Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other Secured Parties, all of whom are intended to be bound by, and to be
third party beneficiaries of, this Agreement. No other Person will be entitled to rely on, have the benefit of or enforce this Agreement. 

Section 9.05 Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement
shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 

Section 9.06 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of
which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this
Agreement. 
 Section 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 Section 9.08
Governing Law; Jurisdiction; Consent to Service of Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State
court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction. 

  
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 (c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this
Section 9.08. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

Section 9.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 Section 9.10 Headings. Article, Section and Annex headings used herein are
for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

Section 9.11 Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions
of any Secured Debt Documents, the provisions of this Agreement shall control. 
 Section 9.12 Provisions Solely to Define Relative
Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the distinct and separate relative rights of the Priority Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties.
None of Chesapeake, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Sections 4.01,
4.02, 4.04, or 4.05) is intended to or will amend, waive or otherwise modify the provisions of the Priority Lien Documents, the Second Lien Documents or the Third Lien Documents, as applicable), and except as expressly provided in
this Agreement neither Chesapeake nor any other Grantor may rely on the terms hereof (other than Sections 4.01, 4.02, 4.04, or 4.05, Article VII and Article IX). Nothing in this Agreement is intended to or
shall impair the obligations of Chesapeake or any other Grantor, which are absolute and unconditional, to pay the Obligations under the Secured Debt Documents as and when the same shall become due and payable in accordance with their terms. 

Section 9.13 Certain Terms Concerning the Second Lien Collateral Trustee and the Third Lien Collateral Trustee. (a) The
Second Lien Collateral Trustee is executing and delivering this Agreement solely in its capacity as such and pursuant to direction set forth in the Second Lien Collateral Trust Agreement; and in so doing, the Second Lien Collateral Trustee shall not
be responsible for the terms or sufficiency of this Agreement for any purpose. The Second Lien Collateral Trustee shall have no duties or obligations under or pursuant to this Agreement other than such duties and obligations as may be expressly set
forth in this Agreement as duties and obligations on its part to be performed or observed. In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to the Agreement, the Second Lien Collateral Trustee shall
have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Second Lien Indenture and the other Second Lien Documents (including without limitation Article 5 and Section 7.8 of the Second
Lien Collateral Trust Agreement). 

  
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 (b) The Third Lien Collateral Trustee is executing and delivering this Agreement solely in its
capacity as such and pursuant to direction set forth in the Third Lien Collateral Trust Agreement; and in so doing, the Third Lien Collateral Trustee shall not be responsible for the terms or sufficiency of this Agreement for any purpose. The Third
Lien Collateral Trustee shall have no duties or obligations under or pursuant to this Agreement other than such duties and obligations as may be expressly set forth in this Agreement as duties and obligations on its part to be performed or observed.
In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to the Agreement, the Third Lien Collateral Trustee shall have and be protected by all of the rights, immunities, indemnities and other protections
granted to it under any Initial Third Lien Debt Facility and the Third Lien Documents. 
 Section 9.14 Certain Terms Concerning the
Priority Lien Agent, the Second Lien Collateral Trustee and the Third Lien Collateral Trustee. None of the Priority Lien Agent, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee shall have any liability or responsibility
for the actions or omissions of any other Secured Party, or for any other Secured Party’s compliance with (or failure to comply with) the terms of this Agreement. None of the Priority Lien Agent, the Second Lien Collateral Trustee or the Third
Lien Collateral Trustee shall have individual liability to any Person if it shall mistakenly pay over or distribute to any Secured Party (or Chesapeake) any amounts in violation of the terms of this Agreement, so long as the Priority Lien Agent, the
Second Lien Collateral Trustee or the Third Lien Collateral Trustee, as the case may be, is acting in good faith. Each party hereto hereby acknowledges and agrees that each of the Priority Lien Agent, the Second Lien Collateral Trustee and the Third
Lien Collateral Trustee is entering into this Agreement solely in its capacity under the Priority Lien Documents, the Second Lien Documents and the Third Lien Documents, respectively, and not in its individual capacity. (a) The Priority Lien
Agent shall not be deemed to owe any fiduciary duty to (i) the Second Lien Collateral Trustee or any other Second Lien Representative or any other Second Lien Secured Party or (ii) the Third Lien Collateral Trustee or any other Third Lien
Representative or any other Third Lien Secured Party; (b) the Second Lien Collateral Trustee shall not be deemed to owe any fiduciary duty to (i) the Priority Lien Agent or any other Priority Lien Secured Party or (ii) the Third Lien
Collateral Trustee or any other Third Lien Representative or any other Third Lien Secured Party; and (c) the Third Lien Collateral Trustee shall not be deemed to owe any fiduciary duty to (i) the Priority Lien Agent or any other Priority
Lien Secured Party or (ii) the Second Lien Collateral Trustee or any other Second Lien Representative or any other Second Lien Secured Party. 

Section 9.15 Authorization of Secured Agents. By accepting the benefits of this Agreement and the other Priority Lien Security
Documents, each Priority Lien Secured Party authorizes the Priority Lien Agent to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith. By accepting the benefits of this Agreement and the other
Second Lien Security Documents, each Second Lien Secured Party authorizes the Second Lien Collateral Trustee to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith. By accepting the benefits of
this Agreement and the other Third Lien Security Documents, each Third Lien Secured Party authorizes the Third Lien Collateral Trustee to enter into this Agreement and to act on its behalf as collateral agent hereunder and in connection herewith.

 Section 9.16 Further Assurances. Each of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured
Party, the Second Lien Collateral Trustee, for itself and on behalf of the other Second Lien Secured Parties, the Third Lien Collateral Trustee, for itself and on behalf of the other Third 

  
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Lien Secured Parties, and each Grantor party hereto, for itself and on behalf of its subsidiaries, agrees that it will execute, or will cause to be executed, any and all further documents,
agreements and instruments, and take all such further actions, as may be required under any applicable law, or which the Priority Lien Agent, the Second Lien Collateral Trustee or the Third Lien Collateral Trustee may reasonably request, to
effectuate the terms of this Agreement, including the relative Lien priorities provided for herein. 
 Section 9.17 Relationship of
Secured Parties. Nothing set forth herein shall create or evidence a joint venture, partnership or an agency or fiduciary relationship among the Secured Parties. None of the Secured Parties nor any of their respective directors, officers, agents
or employees shall be responsible to any other Secured Party or to any other Person for any Grantor’s solvency, financial condition or ability to repay the Priority Lien Obligations, the Second Lien Obligations or the Third Lien Obligations, or
for statements of any Grantor, oral or written, or for the validity, sufficiency or enforceability of the Priority Lien Documents, the Second Lien Documents or the Third Lien Documents, or any security interests granted by any Grantor to any Secured
Party in connection therewith. Each Secured Party has entered into its respective financing agreements with the Grantors based upon its own independent investigation, and none of the Priority Lien Agent, the Second Lien Collateral Trustee or the
Third Lien Collateral Trustee makes any warranty or representation to the other Secured Debt Representatives or the Secured Parties for which it acts as agent nor does it rely upon any representation of the other agents or the Secured Parties for
which it acts as agent with respect to matters identified or referred to in this Agreement. 
 Section 9.18 Third Lien
Provisions. Notwithstanding any of the foregoing provisions, until such time as the Third Lien Collateral Trustee has, pursuant to the terms hereof (including but not limited Section 4.04(c)), entered into, and, for itself and on
behalf of the Third Lien Secured Parties, agreed to be bound by the terms of, this Agreement and executed a Priority Confirmation Joinder, the provisions of this Agreement relating to the Third Lien Obligations (including, but not limited to, the
definitions of “Additional Third Lien Debt Facility”, “Additional Third Lien Documents”, “Additional Third Lien Obligations”, “Additional Third Lien Secured Parties”, “Additional Third Lien Security
Documents”, “Third Lien”, “Third Lien Collateral”, “Third Lien Collateral Trust Agreement”, “Third Lien Collateral Trustee”, “Third Lien Debt”, “Third Lien Documents”, “Third Lien
First Standstill Period”, “Third Lien Obligations”, “Third Lien Representative”, “Third Lien Second Standstill Period”, “Third Lien Secured Parties”, “Third Lien Security Documents” and
“Third Lien Substitute Facility” and provisions regarding priority, enforcement actions, Standstill Periods, release of Liens, Insolvency or Liquidation Proceedings, reinstatement, amendments to Third Lien Documents and application of
proceeds) shall not be operative. 
 [SIGNATURES BEGIN NEXT PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written. 
  

			
	MUFG UNION BANK, N.A., as Priority Lien Agent
		
	By:	 	 /s/ Haylee Edwards

	Name:	 	Haylee Edwards
	Title:	 	Vice President


 Signature Page 

Intercreditor Agreement 







 
					
	DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Second Lien Collateral Trustee
	
	 By: Deutsche Bank National Trust Company

			
		 	 By:
	 	 /s/ Robert S. Peschler

		 	 Name:
	 	 Robert S. Peschler

		 	 Title:
	 	 Vice President

			
		 	 By:
	 	 /s/ Wanda Camacho

		 	 Name:
	 	 Wanda Camacho

		 	 Title:
	 	 Vice President



 Signature Page 

Intercreditor Agreement 







 
					
	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
	
	 CHESAPEAKE ENERGY CORPORATION

			
		 	By:	 	 /s/ Caleb G. Morgret

		 		 	Caleb G. Morgret
		 		 	Vice President and Treasurer


 Signature Page 

Intercreditor Agreement 








					
	GRANTORS:	  	 CHESAPEAKE AEZ EXPLORATION, L.L.C.

CHESAPEAKE APPALACHIA, L.L.C.

CHESAPEAKE-CLEMENTS ACQUISITION, L.L.C.

CHESAPEAKE E&P HOLDING CORPORATION

CHESAPEAKE ENERGY LOUISIANA CORPORATION

CHESAPEAKE ENERGY MARKETING, L.L.C.

CHESAPEAKE NG VENTURES CORPORATION

CHESAPEAKE EXPLORATION, L.L.C.

CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C.

CHESAPEAKE LOUISIANA, L.P.

        BY: CHESAPEAKE OPERATING, L.L.C., its General

                      
  Partner
 CHESAPEAKE MIDSTREAM DEVELOPMENT, L.L.C.

CHESAPEAKE OPERATING, L.L.C.

CHESAPEAKE PLAZA, L.L.C.

CHESAPEAKE ROYALTY, L.L.C.

CHESAPEAKE VRT, L.L.C.

CHK-MAC, L.L.C.

COMPASS MANUFACTURING, L.L.C.

EMLP, L.L.C.

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.

WINTER MOON ENERGY CORPORATION

CHK UTICA, L.L.C.

SPARKS DRIVE SWD, INC.

CHK ENERGY HOLDINGS, INC.

EMPRESS LOUISIANA PROPERTIES, L.P.

        BY: EMLP, L.L.C., its General Partner


  

							
		 		 	By:	 	/s/ Caleb G. Morgret
		 		 		 	 Caleb G. Morgret
 Vice President and
Treasurer, for and on behalf of each
 of the foregoing Grantors


 Signature Page 

Intercreditor Agreement 







 ANNEX I 

Provision for the Second Lien Indenture, any Additional Second Lien Debt Facility, the Second Lien Documents, the Initial Third Lien Debt Facility, any
Additional Third Lien Debt Facility and the Third Lien Documents 
 Reference is made to the Intercreditor Agreement, dated as of December 23,
2015, between MUFG Union Bank, N.A., as Priority Lien Agent (as defined therein), and Deutsche Bank Trust Company Americas, as Second Lien Collateral Trustee (as defined therein) and acknowledged and agreed by Chesapeake Energy Corporation and
certain of its subsidiaries (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Intercreditor Agreement”). Each holder of [Second Lien Indenture Notes][Additional Second Lien
Obligations][Initial Third Lien Obligations][Additional Third Lien Obligations] (as defined therein), by its acceptance of such [Second Lien Indenture Notes][Additional Second Lien Obligations][Initial Third Lien Obligations][Additional Third Lien
Obligations] i) consents to the subordination of Liens provided for in the Intercreditor Agreement, ii) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and iii) authorizes and
instructs the [Second/Third] Lien Collateral Trustee (as defined therein) on behalf of each [Second/Third] Lien Secured Party (as defined therein) to enter into the Intercreditor Agreement as [Second/Third] Lien Collateral Trustee on behalf of such
[Second/Third] Lien Secured Parties. The foregoing provisions are intended as an inducement to the lenders under the Priority Lien Documents (as defined in the Intercreditor Agreement) to extend credit to Chesapeake Energy Corporation, and such
lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement. 
 Provision for all Second Lien
Indenture Security Documents, any Additional Second Lien Security Documents, the Initial Third Lien Security Documents and the Additional Third Lien Security Documents that Grant a Security Interest in Collateral 

Reference is made to the Intercreditor Agreement, dated as of December 23, 2015, between MUFG Union Bank, N.A., as Priority Lien Agent (as defined
therein), and Deutsche Bank Trust Company Americas, as Second Lien Collateral Trustee (as defined therein) and acknowledged and agreed by Chesapeake Energy Corporation and certain of its subsidiaries (as amended, supplemented, amended and restated
or otherwise modified and in effect from time to time, the “Intercreditor Agreement”). Each Person that is secured hereunder, by accepting the benefits of the security provided hereby, (i) consents (or is deemed to consent), to
the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees (or is deemed to agree) that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement, (iii) authorizes (or
is deemed to authorize) the [Second Lien Collateral Trustee] [Third Lien Collateral Trustee] (as defined in the Intercreditor Agreement) on behalf of such Person to enter into, and perform under, the Intercreditor Agreement and
(iv) acknowledges (or is deemed to acknowledge) that a copy of the Intercreditor Agreement was delivered, or made available, to such Person. 

Notwithstanding any other provision contained herein, this Agreement, the Liens created hereby and the rights, remedies, duties and obligations provided
for herein are subject in all respects to the provisions of the Intercreditor Agreement and, to the extent provided therein, the applicable Security Documents (as defined in the Intercreditor Agreement). In the event of any conflict or inconsistency
between the provisions of this Agreement and the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control. 

  
 Annex I - 1 








 EXHIBIT A 

to Intercreditor Agreement 

[FORM OF] 
 PRIORITY
CONFIRMATION JOINDER 
 Reference is made to the Intercreditor Agreement, dated as of December 23, 2015 (as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time, the “Intercreditor Agreement”) between MUFG Union Bank, N.A., as Priority Lien Agent for the Priority Lien Secured Parties (as defined therein), and
Deutsche Bank Trust Company Americas, as Second Lien Collateral Trustee for the Second Lien Secured Parties (as defined therein) and acknowledged and agreed by Chesapeake Energy Corporation and certain of its subsidiaries. 

Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Intercreditor Agreement. This Priority
Confirmation Joinder is being executed and delivered pursuant to Section 4.04 [(a)][(b)][(c)] of the Intercreditor Agreement as a condition precedent to the debt for which the undersigned is acting as representative being
entitled to the rights and obligations of being [Additional [Priority/Second/Third] Lien Obligations][Initial Third Lien Obligations] under the Intercreditor Agreement. 

1. Joinder. The undersigned, [            ], a
[            ], (the “New Representative”) as [trustee] [collateral trustee] [administrative agent] [collateral agent] under that certain [describe applicable indenture,
credit agreement or other document governing the Additional Priority, Second or [Initial/Additional] Third Lien Obligations] hereby: 

(a) represents that the New Representative has been authorized to become a party to the Intercreditor Agreement on behalf of the [Priority Lien
Secured Parties under a Priority Substitute Credit Facility] [Additional Priority Lien Secured Parties under an Additional Priority Lien Debt Facility] [Second Lien Indenture Secured Parties under the Second Lien Substitute Facility] [Additional
Second Lien Secured Parties under the Additional Second Lien Debt Facility] [Initial Third Lien Secured Parties under the Initial Third Lien Debt Facility] [Additional Third Lien Secured Parties under the Additional Third Lien Debt Facility] as [a
Priority Lien Agent under a Priority Substitute Credit Facility] [a Second Lien Collateral Trustee under a Second Lien Substitute Facility] [a Third Lien Collateral Trustee under a Third Lien Substitute Facility] [Secured Debt Representative]
[Priority Lien Representative] [Second Lien Representative] [Third Lien Representative] under the Intercreditor Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement as fully
as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof; and 
 (b) agrees that its address for
receiving notices pursuant to the Intercreditor Agreement shall be as follows: 
 [Address]; 

2. Priority Confirmation. 

[Option A: to be used if additional debt constitutes a Series of Priority Lien Debt] The undersigned New Representative, on behalf of
itself and each holder of Obligations in respect of the Series of Priority Lien Debt [that constitutes a Priority Lien Substitute Facility] [that constitutes an Additional Priority Lien Debt Facility] for which the undersigned is acting as [Priority
Lien Representative] [Priority Lien Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement,
that: 

  
 Exhibit A - 1 








 (a) all Priority Lien Obligations will be and are secured in accordance with the Priority Lien
Collateral Trust Agreement by all Priority Liens at any time granted by Chesapeake or any other Grantor to secure any Obligations in respect of such Series of Priority Lien Debt, whether or not upon property otherwise constituting Collateral for
such Series of Priority Lien Debt, and that all such Priority Liens will be enforceable by the Priority Lien Agent with respect to such Series of Priority Lien Debt for the benefit of all Priority Lien Secured Parties equally and ratably; 

(b) the New Representative and each holder of Obligations in respect of the Series of Priority Lien Debt for which the undersigned is acting as
[Priority Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of
Priority Liens, Second Liens and Third Liens; and 
 (c) the New Representative and each holder of Obligations in respect of the
Series of Priority Lien Debt for which the undersigned is acting as [Priority Lien Representative] appoints the Priority Lien Agent and consents to the terms of the Intercreditor Agreement and the performance by the Priority Lien Agent of, and
directs the Priority Lien Agent to perform, its obligations under the Intercreditor Agreement and the Priority Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto. [or] 

[Option B: to be used if additional debt constitutes a Series of Second Lien Debt] The undersigned New Representative, on behalf of
itself and each holder of Obligations in respect of the Series of Second Lien Debt [that constitutes a Second Lien Substitute Facility] [that constitutes an Additional Second Lien Debt Facility] for which the undersigned is acting as [Second Lien
Representative] [Second Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement,
that: 
 (a) all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by
Chesapeake or any other Grantor to secure any Obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise constituting Collateral for such Series of Second Lien Debt, and that all such Second Liens will be
enforceable by the Second Lien Collateral Trustee with respect to such Series of Second Lien Debt for the benefit of all Second Lien Secured Parties equally and ratably; 

(b) the New Representative and each holder of Obligations in respect of the Series of Second Lien Debt for which the undersigned is acting as
[Second Lien Representative] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third Liens and the order of application of proceeds from enforcement of
Priority Liens, Second Liens and Third Liens; and 
 (c) the New Representative and each holder of Obligations in respect of the
Series of Second Lien Debt for which the undersigned is acting as [Second Lien Representative] appoints the Second Lien Collateral Trustee and consents to the terms of the Intercreditor Agreement and the performance by the Second Lien Collateral
Trustee of, and directs the Second Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Second Lien Collateral Trust Agreement, together with all such powers as are reasonably incidental thereto. [or]


  
 Exhibit A - 2 








 [Option C: to be used if additional debt constitutes a Series of Third Lien Debt]
The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Third Lien Debt [that constitutes the Initial Third Lien Debt Facility] [that constitutes a Third Lien Substitute Facility] [that
constitutes an Additional Third Lien Debt Facility] for which the undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt
Representative, and as a condition to being treated as Secured Obligations under the Intercreditor Agreement, that: 
 (a) all Third
Lien Obligations will be and are secured equally and ratably by all Third Liens at any time granted by Chesapeake or any other Grantor to secure any Obligations in respect of such Series of Third Lien Debt, whether or not upon property otherwise
constituting Collateral for such Series of Third Lien Debt, and that all such Third Liens will be enforceable by the Third Lien Collateral Trustee with respect to such Series of Third Lien Debt for the benefit of all Third Lien Secured Parties
equally and ratably; 
 (b) the New Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the
undersigned is acting as [Third Lien Representative] [Third Lien Collateral Trustee] are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens, Second Liens and Third
Liens and the order of application of proceeds from enforcement of Priority Liens, Second Liens and Third Liens; and 
 [(c) the New
Representative and each holder of Obligations in respect of the Series of Third Lien Debt for which the undersigned is acting as [Third Lien Representative] appoints the Third Lien Collateral Trustee and consents to the terms of the
Intercreditor Agreement and the performance by the Third Lien Collateral Trustee of, and directs the Third Lien Collateral Trustee to perform, its obligations under the Intercreditor Agreement and the Third Lien Collateral Trust Agreement, together
with all such powers as are reasonably incidental thereto.]1 
 3. Full Force and
Effect of Intercreditor Agreement. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect. 

4. Governing Law and Miscellaneous Provisions. The provisions of Article IX of the Intercreditor Agreement will apply with like
effect to this Priority Confirmation Joinder. 
 5. Expenses. Chesapeake agree to reimburse each Secured Debt Representative for its
reasonable out of pocket expenses in connection with this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of counsel. 
  

 

	1 	Necessary only in the case of an incurrence of Additional Third Lien Obligations. 


  
 Exhibit A - 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Priority Confirmation Joinder to be
executed by their respective officers or representatives as of [            , 20        ]. 

 

			
	[insert name of New Representative]
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



 The Priority Lien Agent hereby acknowledges receipt of this Priority Confirmation Joinder [and agrees to act as Priority
Lien Agent for the New Representative and the holders of the Obligations represented thereby]: 
  

			
	  
 as Priority
Lien Agent

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


 The Second Lien Collateral Trustee hereby acknowledges receipt of this Priority Confirmation Joinder [and agrees to act
as Second Lien Collateral Trustee for the New Representative and the holders of the Obligations represented thereby]: 
  

			
	  
 as Second Lien
Collateral Trustee

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


 [The Third Lien Collateral Trustee hereby acknowledges receipt of this Priority Confirmation Joinder [and agrees to act
as Third Lien Collateral Trustee for the New Representative and the holders of the Obligations represented thereby]: 
  

			
	as Third Lien Collateral Trustee
		
	 By:
	 	
	 Name:
	 	 
	 Title:
	 	 



  
 Exhibit A - 4 








 
			
	Acknowledged and Agreed to by:
	
	 CHESAPEAKE ENERGY CORPORATION

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 



  
 Exhibit A - 5 








 EXHIBIT B 

to Intercreditor Agreement 

SECURITY DOCUMENTS 
 PART A. 

List of Credit Agreement Security Documents 
  

	1.	Mortgage, Open-End Mortgage, Multiple Indebtedness Mortgage, Line of Credit Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, dated as of
November 24, 2015 from Empress Louisiana Properties, L.P.; CHK Utica, L.L.C.; Chesapeake-Clements Acquisition, L.L.C.; Chesapeake Appalachia, L.L.C.; Empress, L.L.C.; GSF, L.L.C.; MC Louisiana Minerals, L.L.C., and Chesapeake Louisiana, L.P. to
Randall Osterberg, as trustee, for the benefit of the Original Priority Lien Agent, as mortgagee. 

 PART B. 

List of Second Lien Indenture Security Documents 

None as of the date hereof. 
 PART C.

 List of Initial Third Lien Security Documents 

None as of the date hereof. 

  
 Exhibit B