Case Document 2829 Filed in TXSB on 01/12/21 Page 1 of 12

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

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In re: ) Chapter 11

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CHESAPEAKE ENERGY CORPORATION, et al.,1 ₎ _{Case No. 20-33233 (DRJ)} )

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Debtors. ) (Jointly Administered)

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FOURTH AMENDED VERIFIED STATEMENT

OF DAVIS POLK & WARDWELL LLP AND VINSON & ELKINS LLP PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019

In connection with the chapter 11 cases (the “Chapter 11 Cases”) commenced by Chesapeake Energy Corporation and the other above-captioned debtors and debtors in possession (collectively, the “Debtors”) on June 28, 2020 (the “Petition Date”), Davis Polk & Wardwell LLP (“Davis Polk”) and Vinson & Elkins LLP hereby submit this amended verified statement (this “Amended Statement”) pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy Rule 2019”) and respectfully state as follows:

1. In or around April 2020, a group formed by certain lenders (each, a “Member” and, together, the “Ad Hoc Group of FLLO Term Loan Lenders”) under that certain Term Loan Agreement, dated December 19, 2019, by and among Chesapeake Energy Corporation, the subsidiary borrowers party thereto, the lenders and other parties thereto, and GLAS USA LLC, as administrative agent (as amended, restated, supplemented, or otherwise modified from time to time prior to the Petition Date, the “FLLO Credit Agreement”) formally engaged Davis Polk to

1_{A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’} claims and noticing agent at https://dm.epiq11.com/chesapeake. The location of Debtor Chesapeake Energy Corporation’s principal place of business and the Debtors’ service address in these chapter 11 cases is 6100 North Western Avenue, Oklahoma City, Oklahoma 73118.

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represent it in connection with a potential restructuring of the Debtors. In or around May 2020, the Ad Hoc Group of FLLO Term Loan Lenders engaged Vinson & Elkins LLP (“Vinson & Elkins”, and together with Davis Polk, “Counsel”) to represent it as Texas bankruptcy counsel.

2. As of the date of this Amended Statement, in addition to the Ad Hoc Group of FLLO Term Lenders, a separate team of attorneys at Davis Polk represents Williams Company in these Chapter 11 Cases.2_{Davis Polk does not represent or purport to represent any entities other than} the Ad Hoc Group of FLLO Term Loan Lenders and Williams Company in connection with the Chapter 11 Cases.

3. As of the date of this Statement, Vinson & Elkins represents only the Ad Hoc Group of FLLO Term Loan Lenders. Vinson & Elkins does not represent or purport to represent any entities other than the Ad Hoc Group of FLLO Term Loan Lenders in connection with the Chapter 11 Cases.

4. The Members of the Ad Hoc Group of FLLO Term Loan Lenders, collectively, beneficially own (or are the investment advisors or managers for funds that beneficially own) or manage:

a. $1,277,727,774 in aggregate principal amount of the loans under the FLLO Credit Agreement (the “FLLO Term Loans”);

b. $56,968,818 in aggregate principal amount of the loans under that certain amended and restated credit agreement, dated as of September 12, 2018 (as amended, restated, or otherwise modified from time to time), by and among Chesapeake Energy Corporation, as borrower, the Debtor guarantors party thereto, MUFG Union Bank, N.A., as administrative agent, and the other lender, issuer, and agent parties thereto (the “Revolving Credit Facility Loans”);

2_{Davis Polk has established an ethical wall between the Davis Polk attorneys and legal assistants working on each of} the respective engagements, and the Ad Hoc Group of FLLO Term Lenders has acknowledged and agreed that Davis Polk will not represent or advise the Group with respect to Williams Company’s contracts with or claims against the Debtors and will not take any positions or actions directly adverse to Williams Company.

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c. $457,622,000 in aggregate outstanding amount of the notes issued under that certain indenture for certain 11.5% senior secured notes due 2025 dated as of December 19, 2019 (the “2L Notes”);

d. $682,704,500 in aggregate outstanding amount of unsecured notes issued by Chesapeake Energy Corporation, including convertible notes (the “Unsecured Notes”);

e. $61,107,783 in aggregate commitments Revolving DIP Loans under the DIP Facility (each as defined in the Final DIP Order [ECF No. 597]);

f. $75,676,993 in Roll-Up Loans under the DIP Facility (each as defined in the Final DIP Order [ECF No. 597]).

g. (296,492)3 shares of the common stock (the “Common Stock”); and

h. $7,150,000 in aggregate par value of convertible preferred stock issued by Chesapeake Energy Corporation (the “Convertible Preferred Stock”).

5. In accordance with Bankruptcy Rule 2019, the address, nature, and amount of all disclosable economic interests of each Member of the Ad Hoc Group of FLLO Term Loan Lenders is set forth in Exhibit A attached hereto. The information contained in Exhibit A is based upon information provided by the Members of the Ad Hoc Group of FLLO Term Loan Lenders to Counsel and is subject to change.

6. Upon information and belief formed after due inquiry, Counsel does not hold any claim against, or interests in, the Debtors or their estates, other than claims for fees and expenses incurred in representing the Ad Hoc Group of FLLO Term Loan Lenders. Davis Polk’s address is 450 Lexington Avenue, New York, New York 10017 and Vinson & Elkins’ address is 1001 Fannin Street, Suite 2500, Houston, TX 77002-6760.

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7. Counsel submits this Amended Statement out of an abundance of caution, and nothing herein should be construed as an admission that the requirements of Bankruptcy Rule 2019 apply to Counsel’s representation of the Ad Hoc Group of FLLO Term Loan Lenders.

8. Nothing contained in this Amended Statement, including Exhibit A hereto, should be construed as (i) a waiver or release of any claims against the Debtors by any Member of the Ad Hoc Group of FLLO Term Loan Lenders, (ii) an admission with respect to any fact or legal theory or (iii) a limitation upon, or waiver of, any Member of the Ad Hoc Group of FLLO Term Loan Lenders right to file and/or amend a proof of claim in accordance with applicable law and any orders entered in the Chapter 11 Cases establishing procedures for filing proofs of claim or interests.

9. The undersigned verify that the foregoing is true and correct to the best of their knowledge.

10. Counsel reserves the right to amend or supplement this Amended Statement.

11. The information contained herein is intended only to comply with Bankruptcy Rule 2019 and is not intended for any other use or purpose.

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5 Dated: January 12, 2021

Respectfully submitted,

DAVIS POLK & WARDWELL LLP

/s/ Damian S. Schaible _

Damian S. Schaible (admitted pro hac vice) Darren S. Klein (admitted pro hac vice) Aryeh Ethan Falk (admitted pro hac vice) Daniel Rudewicz (admitted pro hac vice) 450 Lexington Avenue

New York, New York 10017 Telephone: 212-450-4169 Facsimile: 212-701-5800 Email: damian.schaible@davispolk.com darren.klein@davispolk.com aryeh.falk@davispolk.com daniel.rudewicz@davispolk.com -and-

VINSON & ELKINS LLP

Harry A. Perrin ___ ________ Harry A. Perrin (TX 15796800)

Emily S. Tomlinson (admitted pro hac vice) 1001 Fannin Street, Suite 2500

Houston, TX 77002-6760 Tel: 713.758.2222 Fax: 713.758.2346 hperrin@velaw.com etomlinson@velaw.com

Counsel to the Ad Hoc Group of FLLO Term Loan Lenders

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CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing document was served by electronic mail via the Court’s ECF system to all parties authorized to receive electronic notice in this case on January 12, 2021.

John Morgan ___ ________

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Name Address Nature and Amount1_{of Disclosable Economic Interest}2 Funds and/or accounts, or

subsidiaries of such funds and/or accounts, managed, advised or controlled by ALTA FUNDAMENTAL ADVISERS LLC, or a subsidiary thereof 1500 Broadway Suite 704 New York, NY 10036

 $17,000,000.00 in aggregate principal amount of FLLO Term Loans

 $16,750,000 in aggregate outstanding amount of Unsecured Notes

Funds and/or accounts, or

subsidiaries of such funds and/or accounts, managed, advised or controlled by APPALOOSA LP, or a subsidiary thereof

51 John F Kennedy Pkwy, Short Hills, NJ 07078

 $87,800,000.00 in aggregate principal amount of FLLO Term Loans

 $131,168,000 in aggregate outstanding amount of 2L Notes

Certain funds and/or accounts, or subsidiaries of such funds and/or accounts, managed, advised or controlled by BLACKROCK FINANCIAL MANAGEMENT, INC. or an affiliate thereof3 55 E. 52nd Street New York, NY 10055

 $126,800,000 in aggregate principal amount of FLLO Term Loans

1_{Unless otherwise indicated, amounts listed on this Exhibit A represent aggregate interests managed or advised by the listed entities or their respective affiliates,} including trades that have been executed. Amounts listed on this Exhibit A do not include any claims for, without limitation, fees, expenses, accrued and unpaid interest, premiums, indemnification, or any other amounts that may be owing in respect of the FLLO Credit Agreement, 2L Notes, Unsecured Notes, or any other agreement, including that certain Restructuring Support Agreement dated June 28, 2020 and that certain Backstop Commitment Agreement dated June 28, 2020.

2_{All amounts are calculated as of January 7, 2021.}

3_{Certain other funds and accounts managed or advised by affiliates of BlackRock Financial Management, Inc. may hold equity or debt in the Debtors. Davis} Polk does not represent these funds with respect to such holdings.

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Name Address Nature and Amount1_{of Disclosable Economic Interest}2

subsidiaries of such funds and/or accounts, managed, advised or controlled by CAPITAL RESEARCH AND

MANAGEMENT COMPANY,

or a subsidiary thereof

333 South Hope St., 55th Floor Los Angeles, CA 90071

subsidiaries of such funds and/or accounts, managed, advised or controlled by CARVAL INVESTORS, LP, or a subsidiary thereof

461 5th Ave.

New York, NY 10017

Citadel Equity Fund Ltd.4 advised or controlled by

CITADEL ADVISORS LLC,

601 Lexington Ave. New York, NY 10022

 (220,000) shares of Common Stock (includes short position)

 $7,150,000 of Convertible Preferred Stock

4_{A quantitative fund managed by Citadel Advisors LLC holds a de minimis amount of shares of common stock in Chesapeake, with a net value of less than} $2,000. Certain other funds, accounts and entities managed or advised by affiliates of Citadel Advisors LLC may hold equity or debt in the Debtors. Davis Polk does not represent such quantitative fund or any other entity managed or advised by affiliates of Citadel Advisors LLC with respect to such holdings.

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Citadel CEFL SPV Ltd.5 advised or controlled by CITADEL ADVISORS LLC, or a subsidiary thereof

601 Lexington Ave. New York, NY 10022

 $2,500,000 in aggregate outstanding amount of 2L Notes  $3,000,000 in aggregate outstanding amount of Unsecured

Notes

 (76,492) shares of Common Stock (includes short position)

subsidiaries of such funds and/or accounts, managed, advised or controlled by CYRUS

CAPITAL PARTNERS, L.P., or a subsidiary thereof

65 East 55th St., 35th Floor New York, NY 10022

subsidiaries of such funds and/or accounts, managed, advised or controlled by D. E. SHAW GALVANIC PORTFOLIOS, L.L.C., or a subsidiary or affiliate thereof

1166 Avenue of the Americas 9th Floor

New York, NY 10036

 $83,186,000 in aggregate outstanding amount of 2L Notes  $189,679,500 in aggregate outstanding amount of

Unsecured Notes

5_{A quantitative fund managed by Citadel Advisors LLC holds a de minimis amount of shares of common stock in Chesapeake, with a net value of less than} $2,000. Certain other funds, accounts and entities managed or advised by affiliates of Citadel Advisors LLC may hold equity or debt in the Debtors. Davis Polk does not represent such quantitative fund or any other entity managed or advised by affiliates of Citadel Advisors LLC with respect to such holdings.

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subsidiaries of such funds and/or accounts, managed, advised or controlled by FIDELITY MANAGEMENT & RESEARCH, or a subsidiary thereof 200 Seaport Blvd. Boston, MA 02210

Unsecured Notes

subsidiaries of such funds and/or accounts, managed, advised or controlled by GLENDON CAPITAL MANAGEMENT L.P., or a subsidiary thereof

2425 Olympic Blvd. Suite 500E Santa Monica, CA 90404

Unsecured Notes Funds and/or accounts, or

subsidiaries of such funds and/or accounts, managed, advised or controlled by KEYFRAME CAPITAL PARTNERS, L.P., or a subsidiary thereof

65 East 55th St., 35th Floor New York, NY 10022

subsidiaries of such funds and/or accounts, managed, advised or controlled by KING STREET CAPITAL MANAGEMENT, L.P., or an affiliate thereof

299 Park Ave., #40 New York, NY 10171

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subsidiaries of such funds and/or accounts, managed, advised or controlled by OAKTREE

CAPITAL MANAGEMENT,

333 South Grand Ave. 28th Floor

Los Angeles, CA 90071

 $56,968,818 in aggregate principal amount of Revolving Credit Facility Loans

 $61,107,783 in aggregate commitments Revolving DIP Loans under the DIP Facility

 $75,676,993 in Roll-Up Loans under the DIP Facility Funds and/or accounts, or

subsidiaries of such funds and/or accounts, managed, advised or controlled by PALOMA

PARTNERS MANAGEMENT COMPANY, or a subsidiary thereof

Two American Lane Greenwich, CT 06836

subsidiaries of such funds and/or accounts, managed, advised or controlled by PGIM, INC., or a subsidiary thereof

Prudential Tower

655 Broad Street, 8th Floor Newark, New Jersey 07102