Chesapeake Energy (CHK)

Section 10.17. Special Provisions.

(a)        Effective on the Closing Date (i) this Agreement renews and extends (and does not release or novate) the indebtedness and obligations outstanding under the Existing Credit Agreement, (ii) the commitments under the Existing Credit Agreement are renewed and replaced by the commitments to Co-Borrowers hereunder and all other covenants and provisions of the Existing Credit Agreement are terminated, except provisions that expressly survive such termination pursuant to the terms of the Existing Credit Agreement, including indemnification provisions, (iii) all Liens and Guarantees securing or benefiting the commitments, obligations and liabilities under the Existing Credit Agreement shall continue and shall secure and benefit the Loans and other obligations and liabilities of the Co-Borrowers under this Agreement, and the Security Documents delivered pursuant to this Agreement shall amend and restate the Liens and Guarantees securing or benefiting the commitments, obligations and liabilities under the Existing Credit Agreement whether or not any such Security Document so expressly states.

(b)          From and after the Closing Date, (i) each Lender (as defined in the Existing Credit Agreement) that has not entered into this Agreement on the Closing Date (and will not have a Revolving Commitment hereunder) (an “Exiting Lender”) shall cease to be a party to this Agreement, (ii) no Exiting Lender shall have any obligations or liabilities under this Agreement with respect to the period from and after the Closing Date and, without limiting the foregoing, no Exiting Lender shall have any Revolving Commitment under this Agreement or any participation in any Letter of Credit outstanding hereunder, (iii) all Existing Letters of Credit will be deemed outstanding under this Agreement and will be governed as if issued under this Agreement, (iv) no Exiting Lender shall have any rights under this Agreement or any other Loan Document (other than rights under the Existing Credit Agreement expressly stated to survive the termination of such agreement and the repayment of amounts outstanding thereunder).

(c)          The Existing Lenders hereby waive any requirements for notice of prepayment and the payment of any related prepayment penalties, minimum amounts of prepayments of Loans (as defined in the Existing Credit Agreement), ratable reductions of the commitments of

the Lenders under the Existing Credit Agreement and ratable payments on account of the principal or interest of any Loan (as defined in the Existing Credit Agreement) under the Existing Credit Agreement to the extent such prepayment, reductions or payments are required pursuant thereto.

(d)         The Lenders hereby authorize the Administrative Agent and the Co-Borrowers to request Borrowings from the Lenders, to make prepayments of Loans (as defined in the Existing Credit Agreement), to reduce commitments under the Existing Credit Agreement among the Existing Lenders in order to ensure that, upon the Closing Date, the Loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Revolving Percentages and that the Revolving Commitments shall be as set forth on Schedule 2.01 to the Agreement and no such Borrowing, prepayment or reduction shall violate any provisions of the Existing Credit Agreement or this Agreement. The Lenders hereby confirm that, from and after the Closing Date, all participations of the Lenders in respect of Letters of Credit outstanding under the Credit Agreement (including Existing Letters of Credit) shall be based upon the Revolving Percentages of the Lenders.

(e)          From and after the Closing Date, each CNR Hedging Lender (as defined in the Existing Credit Agreement) acknowledges, for itself and on behalf of any Affiliate of such CNR Hedging Lender holding Existing CNR Hedging Obligations (as defined in the Existing Credit Agreement) that (i) the Individual CNR Hedging Obligation Allocation (as defined in the Existing Credit Agreement) of such CNR Hedging Lender has been terminated, (ii) such CNR Hedging Lender has received a Pari Passu Hedging Obligation Allocation in place of such terminated Individual CNR Hedging Obligation Allocation, and (iii) obligations under the Lender Hedge Agreement of such CNR Hedging Lender which exceed such Pari Passu Hedging Obligation Allocation shall not be Pari Passu Hedging Obligations and shall not be considered Obligations for purposes of each of the Security Documents and shall not be secured by all the Collateral granted thereunder.

Section 10.18. Limitation on Interest. The Lenders, the Loan Parties and any other parties to the Loan Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect. No Loan Party nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under applicable law from time to time in effect, and the provisions of this Section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lenders expressly disavow any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or (c) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined

to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to the Co-Borrowers or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstances, exceeds the maximum amount permitted under applicable law, the Lenders and the Loan Parties (and any other payors thereof) shall to the greatest extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable law in order to lawfully charge the maximum amount of interest permitted under applicable law. In the event applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code, that ceiling shall be the weekly ceiling and shall be used when appropriate in determining the maximum amount of interest permitted to be charged.

Section 10.19. Obligations Joint and Several. Each Co-Borrower hereby acknowledges and undertakes, together with each other Co-Borrower, joint and several liability for the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Co-Borrowers under this Agreement and the other Loan Documents. Each Co-Borrower expressly acknowledges that it has benefited and will benefit, directly and indirectly, from each extension of credit hereunder. Each Co-Borrower hereby acknowledges that this Agreement is the independent and several obligation of each Co-Borrower and may be enforced against each Co-Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Co-Borrower. Each Co-Borrower further agrees that its liability hereunder and under any other Loan Document shall be absolute, unconditional, continuing and irrevocable. Each Co-Borrower expressly waives any requirement that any Lender, Administrative Agent, the Swing Line Lender, or Issuing Lender exhaust any right, power or remedy and proceed against any other Co-Borrower under this Agreement or any other Loan Documents, or against any Subsidiary Guarantor or other person under any guaranty of, or security for, any of the Obligations. Each Co-Borrower hereby waives all defenses and limitations arising under or relating to principals of suretyship or guarantee and all other defenses and limitations in respect of its joint and several liability for the Obligations. If acceleration of the time for payment of any amount payable by a Co-Borrower with respect to the Obligations is stayed upon the insolvency, bankruptcy, or reorganization of any other Co-Borrower, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the other Co-Borrower hereunder forthwith on demand.

Section 10.20. USA Patriot Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each of the Co-Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))(the “Act”), it is required to obtain, verify and record information that identifies the Co-Borrowers, which

information includes the name and address of the Co-Borrowers and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Co-Borrowers in accordance with the Act.

10.17. Special Provisions.

(a)        Effective on the Closing Date (i) this Agreement renews and extends (and does not release or novate) the indebtedness and obligations outstanding under each of the Existing Chesapeake Credit Agreement and the Existing CNR Credit Agreement, (ii) the commitments under the Existing Chesapeake Credit Agreement and the Existing CNR Credit Agreement are renewed and replaced by the commitments to Co-Borrowers hereunder and all other covenants and provisions of the Existing Chesapeake Credit Agreement and the Existing CNR Credit Agreement are terminated, except provisions that expressly survive such termination pursuant to the terms of the Existing Chesapeake Credit Agreement or the Existing CNR Credit Agreement, respectively, including indemnification provisions, (iii) all Liens and Guarantees securing or benefiting the commitments, obligations and liabilities under the Existing Chesapeake Credit Agreement and the Existing CNR Credit Agreement shall continue and shall secure and benefit the Loans and other obligations and liabilities of the Co-Borrowers under this Agreement, and the Security Documents delivered pursuant to this Agreement shall amend and restate the Liens and Guarantees securing or benefiting the commitments, obligations and liabilities under the Existing Chesapeake Credit Agreement and the Existing CNR Credit Agreement, respectively, whether or not any such Security Document so expressly states.

(b)         From and after the Closing Date, (i) each Lender (as defined in the Existing Chesapeake Credit Agreement) that has not entered into this Agreement on the Closing Date (and will not have a Revolver Commitment hereunder) (an “Exiting Chesapeake Lender”) and each Lender (as defined in the Existing CNR Credit Agreement) that has not entered into this Agreement on the Closing Date (and will not have a Revolving Commitment hereunder) (an “Exiting CA Lender” and together with the Exiting Chesapeake Lenders, the “Exiting Lenders”) shall cease to be a party to this Agreement, (ii) no Exiting Lender shall have any obligations or liabilities under this Agreement with respect to the period from and after the Closing Date and, without limiting the foregoing, no Exiting Lender shall have any Commitment under this Agreement or any participation in any Letter of Credit outstanding hereunder, (iii) all Existing Letters of Credit will be deemed outstanding under this Agreement and will be governed as if issued under this Agreement, (iv) no Exiting Lender shall have any rights under this Agreement or any other Loan Document (other than rights under the Existing Chesapeake Credit Agreement or Existing CNR Credit Agreement expressly stated to survive the termination of such agreement and the repayment of amounts outstanding thereunder).

(c)         The Existing Chesapeake Lenders hereby waive any requirements for notice of prepayment and the payment of any related prepayment penalties, minimum amounts of prepayments of Loans (as defined in the Existing Chesapeake Credit Agreement), ratable reductions of the commitments of the Lenders under the Existing Chesapeake Credit Agreement and ratable payments on account of the principal or interest of any Loan (as defined in the Existing Chesapeake Credit Agreement) under the Existing Chesapeake Credit Agreement to the extent such prepayment, reductions or payments are required pursuant thereto.

(d)        The Existing CNR Lenders hereby waive any requirements for notice of prepayment and the payment of any related prepayment penalties, minimum amounts of prepayments of Loans (as defined in the Existing CNR Credit Agreement), ratable reductions of the commitments of the Lenders under the Existing CNR Credit Agreement and ratable

payments on account of the principal or interest of any Loan (as defined in the Existing CNR Credit Agreement) under the Existing CNR Credit Agreement to the extent such prepayment, reductions or payments are required pursuant thereto.

(e)         The Lenders hereby authorize the Administrative Agent and the Co-Borrowers to request Borrowings from the Lenders, to make prepayments of Loans (as defined in the Existing Chesapeake Credit Agreement), to reduce commitments under the Existing Chesapeake Credit Agreement among the Existing Chesapeake Lenders and to reduce commitments under the Existing CNR Credit Agreement among the Existing CNR Lenders in order to ensure that, upon the Closing Date, the Loans of the Lenders shall be outstanding on a ratable basis in accordance with their respective Revolving Percentages and that the Commitments shall be as set forth on Schedule 2.01 to the Agreement and no such Borrowing, prepayment or reduction shall violate any provisions of the Existing Chesapeake Credit Agreement, the Existing CNR Credit Agreement or this Agreement. The Lenders hereby confirm that, from and after the Closing Date, all participations of the Lenders in respect of Letters of Credit outstanding under the Credit Agreement (including Existing Letters of Credit) shall be based upon the Revolving Percentages of the Lenders.

(f)         Chesapeake Appalachia hereby terminates, as of the Closing Date, in full the commitments under the Existing CNR Credit Agreement of the Exiting CA Lenders. CELP hereby terminates, as of the Closing Date, in full the commitments under the Existing Chesapeake Credit Agreement of the Exiting Chesapeake Lenders.

10.18. Limitation on Interest. The Lenders, the Loan Parties and any other parties to the Loan Documents intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect. No Loan Party nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under applicable law from time to time in effect, and the provisions of this Section shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. The Lenders expressly disavow any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or (c) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be charged by applicable law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related Obligations or, at such Lender’s or holder’s option, promptly returned to the Co-Borrowers or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstances, exceeds the maximum amount permitted under applicable law, the

Lenders and the Loan Parties (and any other payors thereof) shall to the greatest extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable law in order to lawfully charge the maximum amount of interest permitted under applicable law. In the event applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code, that ceiling shall be the weekly ceiling and shall be used when appropriate in determining the Highest Lawful Rate.

10.19. Obligations Joint and Several. Each Co-Borrower hereby acknowledges and undertakes, together with each other Co-Borrower, joint and several liability for the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Co-Borrowers under this Agreement and the other Loan Documents. Each Co-Borrower expressly acknowledges that it has benefited and will benefit, directly and indirectly, from each extension of credit hereunder. Each Co-Borrower hereby acknowledges that this Agreement is the independent and several obligation of each Co-Borrower and may be enforced against each Co-Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Co-Borrower. Each Co-Borrower further agrees that its liability hereunder and under any other Loan Document shall be absolute, unconditional, continuing and irrevocable. Each Co-Borrower expressly waives any requirement that any Lender, Administrative Agent or Issuing Lender exhaust any right, power or remedy and proceed against any other Co-Borrower under this Agreement or any other Loan Documents, or against any Subsidiary Guarantor or other person under any guaranty of, or security for, any of the Obligations. Each Co-Borrower hereby waives all defenses and limitations arising under or relating to principals of suretyship or guarantee and all other defenses and limitations in respect of its joint and several liability for the Obligations. If acceleration of the time for payment of any amount payable by a Co-Borrower with respect to the Obligations is stayed upon the insolvency, bankruptcy, or reorganization of any other Co-Borrower, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the other Co-Borrower hereunder forthwith on demand.

10.20. USA Patriot Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each of the Co-Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))(the “Act”), it is required to obtain, verify and record information that identifies the Co-Borrowers, which information includes the name and address of the Co-Borrowers and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Co-Borrowers in accordance with the Act.