Assets of Oil & Gas Extraction Company

Sale of assets of Chesapeake Energy Corporation and Official Committee Of Unsecured Creditors which includes:

1. all oil and gas leases, oil, gas and mineral leases, subleases, record title, operating rights, other leaseholds, working interests and net revenue interests owned by such Seller and located in the Target Area, including those described in Part I of Exhibit A-1 attached to the Sale Agreement and made a part thereof, whether producing or non-producing, together with all amendments, renewals, extensions or ratifications thereof (collectively, the “Real Property Interests”);
2. all oil, gas, water, CO2, injection or disposal wells located on or within the Target Area, whether producing, shut-in, plugged or abandoned, including those wells described in Part II of Exhibit A-1 attached to the Sale Agreement (the “Wells”);
3. all tangible personal property, equipment, fixtures and improvements located in the Target Area and used in connection with the production, treating, storing, transportation or marketing of Hydrocarbons from the Wells, including, but not by way of limitation, injection facilities, saltwater disposal facilities, well heads, casing, tubing, pumps, motors, gauges, valves, heaters, treaters, water lines, vessels, tanks, boilers, separators, treating equipment, compressors, other equipment, automation systems including meters and related telemetry on wells;
4. all presently existing unitization, pooling and/or communitization agreements, declarations or designations and statutorily, judicially or administratively created drilling, spacing and/or production units, whether recorded or unrecorded, insofar as the same are attributable or allocated to the Real Property Interests described on Exhibit A-1 attached to the Sale Agreement or the Mineral Interests and all of such Seller’s interest in and to the properties covered or units created thereby which are attributable to the Real Property Interests described on Exhibit A-1 attached to the Sale Agreement or the Mineral Interests (collectively, the “Units”);
5. all Assigned Contracts;
6. all Hydrocarbons in, on, under or produced from the Real Property Interests, Wells, Units or the Mineral Interests from and after the Effective Time and the proceeds therefrom, and all Hydrocarbons in storage or tanks or pipelines as of the Effective Time, to the extent the Purchase Price is adjusted therefore pursuant to Section 2.1(a) of the Sale Agreement;
7. all mineral interests, overriding royalty interests and lessor royalties located within the Target Area, including those described on Exhibit A-2 attached to the Sale Agreement (the “Mineral Interests”);
8. to the extent (i) relating to the Properties and owned by the Sellers and their Affiliates, (ii) transferrable without payment of a fee or other additional consideration (or, to the extent that the Buyer agrees in writing to pay such fee or other additional consideration) if such additional consideration is required, (iii) a change in ownership or transfer is not prohibited by an agreement with a Third Party (which prohibition is enforceable pursuant to the Bankruptcy Code in a sale of assets under Section 363(b) thereof) or applicable Law, or for which consent to such change in ownership or transfer has been received; provided, however, that the Sellers shall use commercially reasonable efforts to obtain such consent (provided further that “commercially reasonable efforts” shall not require the Sellers to incur any Liability that the Buyer does not agree in writing to pay) and (iv) not subject to a confidentiality arrangement prohibiting disclosure to the Buyer; provided, however, that Sellers shall use commercially reasonable efforts to obtain a waiver of such confidentiality arrangement (provided further that “commercially reasonable efforts” shall not require the Sellers to incur any Liability that the Buyer does not agree in writing to pay):
9. easements, surface leases, subsurface leases, permits, licenses, servitudes, rights-of-way and all other rights and appurtenances situated on or used in connection with the operation of the Properties (“Easements”); and
10. the original (or electronic paper copies where originals do not exist) title-related files, records and data (including electronic data) including title-related orders, contracts, opinions and lease and land files, well files, abstracts of title, leases, division of interest statements, maps, and similar title information, engineering and/or production files, regulatory filings, and environmental, legal and accounting records, in each case, to the extent related to the Real Property Interests, Units, Wells, Assigned Contracts, Mineral Interests, Easements, or Assumed Obligations; provided, however, that the Sellers may retain copies of such records as the Sellers have reasonably determined may be required for litigation, Tax, accounting and auditing purposes (in which case the Sellers shall provide the Buyer with the originals of such records) (“Records”);
11. in accordance with Section 2.7 of the Sale Agreement, all insurance proceeds, Third-Party claims and other payments associated with or attributable to any Casualty Loss;
12. all credit or other rights to prepaid expenses, costs, accounts payable and other disbursements for which the Purchase Price is adjusted pursuant to Section 2.1 of the Sale Agreement;
13. all rights, claims and causes of action to the extent and only to the extent, that such rights, claims or causes of action are associated with the other Properties as of the Closing Date and (i) relate to the period from and after the Effective Time, but not the Excluded Obligations, (ii) that constitute the accounts receivable for which the Purchase Price is adjusted pursuant to Section 2.1 of the Sale Agreement, or (iii) relate to the Assumed Obligations;
14. any Properties Avoidance Actions;
15. those undeveloped padsites described on Exhibit A-6 attached to the Sale Agreement and all tangible personal property, equipment, fixtures and improvements located thereon; and
16. all rights, benefits and obligations arising from or in connection with any Gas Imbalances as of the Effective Time.