Chaparral Energy, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 15th, 2012 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated November 15, 2012 (the “Agreement”) is entered into by and among Chaparral Energy, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule I hereto (the “Guarantors”) and Wells Fargo Securities, LLC, as representative (the “Representative”) for the several initial purchasers listed in Schedule A hereto (the “Initial Purchasers”).

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CHAPARRAL ENERGY, INC., as the Issuer, EACH OF THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 2, 2012 7.625% Senior Notes due 2022
Indenture • May 2nd, 2012 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of May 2, 2012, among Chaparral Energy, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).

CHAPARRAL ENERGY, INC. Purchase Agreement
Chaparral Energy, Inc. • July 2nd, 2018 • Crude petroleum & natural gas • New York

Chaparral Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $300,000,000 principal amount of its 8.750% Senior Notes due 2023 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 29, 2018 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and UMB Bank, N.A., as trustee (the “Trustee”) and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

Tenth Restated Credit Agreement
Credit Agreement • December 27th, 2017 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York
CHAPARRAL ENERGY, INC., as the Issuer, EACH OF THE GUARANTORS PARTY HERETO and UMB BANK, N.A., as Trustee INDENTURE Dated as of June 29, 2018 8.750% Senior Notes due 2023
Chaparral Energy, Inc. • July 2nd, 2018 • Crude petroleum & natural gas • New York

INDENTURE, dated as of June 29, 2018, among Chaparral Energy, Inc., a Delaware corporation (the “Issuer”), the Subsidiary Guarantors (as defined herein) and UMB Bank, N.A., as Trustee (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 27th, 2017 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York

This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of March 21, 2017, by and among Chaparral Energy, Inc., a Delaware corporation (the “Company”), on one hand, and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto, on the other hand (each a “Holder” and collectively, the “Holders”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2017 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Oklahoma

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 17th day of March, 2017, is entered into by and between CHAPARRAL ENERGY, INC., a Delaware corporation (the “Company”), CHAPARRAL ENERGY, LLC (the “Employer”) and K. Earl Reynolds (“Executive”).

CHAPARRAL ENERGY, INC., as the Issuer, EACH OF THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
Chaparral Energy, Inc. • January 24th, 2007 • Crude petroleum & natural gas • New York

INDENTURE, dated as of January 18, 2007, among Chaparral Energy, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).

WARRANT AGREEMENT
Warrant Agreement • March 27th, 2017 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 17, 2017, is by and among reorganized Chaparral Energy, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (the “Warrant Agent”).

CHAPARRAL ENERGY, INC. Purchase Agreement
Chaparral Energy, Inc. • February 8th, 2011 • Crude petroleum & natural gas • New York

Chaparral Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of its 8 1/4% Senior Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of February 22, 2011 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).

SEVENTH RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 31, 2006 AMONG CHAPARRAL ENERGY, INC., AS PARENT GUARANTOR, CHAPARRAL ENERGY, L.L.C., NORAM PETROLEUM, L.L.C., CHAPARRAL RESOURCES, L.L.C., TRIUMPH TOOLS & SUPPLY, L.L.C., CHAPARRAL CO², L.L.C.,...
Credit Agreement • November 6th, 2006 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Texas

This SEVENTH RESTATED CREDIT AGREEMENT, dated as of October 31, 2006, is among CHAPARRAL ENERGY, INC., a Delaware corporation (“Parent”), CHAPARRAL ENERGY, L.L.C., an Oklahoma limited liability company (“Chaparral”), NORAM PETROLEUM, L.L.C., an Oklahoma limited liability company (“NorAm”), CHAPARRAL RESOURCES, L.L.C., an Oklahoma limited liability company (“Resources”), TRIUMPH TOOLS & SUPPLY, L.L.C., an Oklahoma limited liability company (“Tools”), CHAPARRAL CO2, L.L.C., an Oklahoma limited liability company (“Chaparral CO2”), CEI ACQUISITION, L.L.C., a Delaware limited liability company (“CEI Acquisition”), CEI PIPELINE, L.L.C., a Texas limited liability company (“Pipeline”), CHAPARRAL REAL ESTATE, L.L.C., an Oklahoma limited liability company (“Real Estate”), CALUMET OIL COMPANY, an Oklahoma corporation (“Calumet”), JMG OIL & GAS, LP, an Oklahoma limited partnership (“JMG”) and CHAPARRAL TEXAS, L.P., an Oklahoma limited partnership (“Chaparral Texas” and, together with Chaparral, No

ASSET PURCHASE AGREEMENTDATED AS OF OCTOBER 11, 2013,BY AND BETWEENCABOT OIL & GAS CORPORATION,AS SELLER,ANDCHAPARRAL ENERGY, L.L.C.,AS BUYER
Asset Purchase Agreement • November 14th, 2013 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Texas
STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • March 31st, 2014 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Delaware

The STOCKHOLDERS’ AGREEMENT, dated as of April 12, 2010, by and among Chaparral Energy, Inc., a Delaware corporation (the “Company”), CCMP Capital Investors II (AV-2), L.P., a Delaware limited partnership (“CCMP AV-2”), CCMP Energy I LTD., a Cayman limited company (“CCMP Cayman I”), and CCMP Capital Investors (Cayman) II, L.P., a Cayman limited partnership (“CCMP Cayman II;” and together with CCMP AV-2 and CCMP Cayman I, “CCMP”), Fischer Investments, L.L.C., an Oklahoma limited liability company (“Fischer”), Altoma Energy, an Oklahoma general partnership (“Altoma”), CHK Energy Holdings, Inc., a Texas corporation (“Chesapeake”), and the persons listed on Exhibit D hereto (the “Original Agreement”), each Person named above, to the extent a continuing stockholder, and each Person that hereafter may become a party hereto as contemplated hereby being referred to individually as a “Party” and collectively as the “Parties,” is hereby amended and restated effective as of January 12, 2014 as se

FORM OF MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION FROM _________________ , AS MORTGAGOR, TO JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT FOR THE LENDERS, AS MORTGAGEE, OR, ALTERNATIVELY, TO FOR...
Chaparral Energy, Inc. • December 29th, 2005 • Texas

THIS MORTGAGE IS, AMONG OTHER THINGS, A FINANCING STATEMENT UNDER THE UNIFORM COMMERCIAL CODE COVERING MINERALS, AS-EXTRACTED COLLATERAL AND THE LIKE (INCLUDING OIL AND GAS), ACCOUNTS RESULTING FROM THE SALE OF MINERALS, AS-EXTRACTED COLLATERAL AND THE LIKE (INCLUDING OIL AND GAS), AND GOODS WHICH ARE, OR ARE TO BECOME, FIXTURES ON THE REAL/IMMOVABLE PROPERTY HEREIN DESCRIBED. THE OIL AND GAS INTERESTS OR ACCOUNTS INCLUDED IN THE MORTGAGED PROPERTY WILL BE FINANCED AT THE WELLHEADS LOCATED ON THE REAL/IMMOVABLE PROPERTY DESCRIBED IN EXHIBIT A ATTACHED HERETO. THIS MORTGAGE IS TO BE RECORDED IN THE REAL ESTATE OR COMPARABLE RECORDS OF THE COUNTY OR PARISH RECORDER OF EACH COUNTY OR PARISH IN EACH STATE IN WHICH IS SITUATED ANY OF THE COLLATERAL COVERED HEREBY. THE REAL/IMMOVABLE PROPERTY SUBJECT HERETO IS DESCRIBED IN EXHIBIT A ATTACHED HERETO.

CHAPARRAL ENERGY, INC. AMENDED 2010 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AGREEMENT (TIME VESTING)
Restricted Stock Agreement • April 1st, 2013 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Delaware

Pursuant to its Amended 2010 Equity Incentive Plan (the “Plan”), Chaparral Energy, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“Participant”) a Restricted Stock Award (the “Restricted Stock Award”) representing the right to receive the number of restricted shares of the Company’s Common Stock set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions set forth herein, in the Plan, in the certain Restricted Stock Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”), and in the Stockholders’ Agreement (as defined below), each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Award Grant Notice (the “Grant Notice”) and the Restricted Stock Agreement.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 27th, 2017 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Oklahoma

This PURCHASE AND SALE AGREEMENT (“Agreement”), dated as of the 22nd day of December, 2017 (“Execution Date”), by and between BVD INC., a Kansas corporation, whose address is P.O. Box 194, Yates Center, Kansas 66783 (“Seller”) and Chaparral Energy, L.L.C., an Oklahoma limited liability company, whose address is 701 Cedar Lake Boulevard, Oklahoma City, Oklahoma 73114 (“Buyer”). Seller and Buyer are sometimes collectively referred to in this Agreement as the “Parties” or individually as a “Party”.

INDEMNITY AGREEMENT
Indemnity Agreement • April 29th, 2019 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Delaware

THIS INDEMNITY AGREEMENT (“Agreement”), effective as of [*], is made by and between Chaparral Energy, Inc., a Delaware corporation with executive offices located at 701 Cedar Lake Blvd., Oklahoma City, Oklahoma 73114 (the “Company”), and [*] of the Company, residing at [*] (the “Indemnitee”).

SUPPORT AGREEMENT
Support Agreement • August 14th, 2018 • Chaparral Energy, Inc. • Crude petroleum & natural gas

This Support Agreement, dated August 8, 2018 (this “Agreement”), is by and among Contrarian Capital Management, L.L.C., a Delaware limited liability company, and certain private investment funds directly or indirectly managed by Contrarian Capital Management, L.L.C., as listed on Schedule A hereto (collectively, “Shareholder” and each individually, a “member” of Shareholder), and Chaparral Energy, Inc. (the “Company”).

AMENDMENT AND RELEASE
Amendment and Release • August 17th, 2020 • Chaparral Energy, Inc. • Crude petroleum & natural gas

This Amendment and Release (this “Amendment”) is made as of August 13, 2020 (the “Amendment Date”) by and among Chaparral Energy, L.L.C. (the “Employer”), Chaparral Energy, Inc. (the “Company”) and James M. Miller (“Executive,” and together with the Employer and the Company, the “Parties”).

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG UNITED REFINING ENERGY CORP., CHAPARRAL SUBSIDIARY, INC. AND CHAPARRAL ENERGY, INC. Dated as of October 9, 2009
Agreement and Plan of Reorganization • October 13th, 2009 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Delaware

This Agreement and Plan of Reorganization (this “Agreement”) is made and entered into as of October 9, 2009 by and among Chaparral Energy, Inc., a Delaware corporation (“Chaparral”), United Refining Energy Corp., a Delaware corporation (“Parent”), and Chaparral Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and Chaparral are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 25th, 2009 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Delaware

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of November 23, 2009 by and among Chaparral Energy, Inc., a Delaware corporation (“Chaparral”), United Refining Energy Corp., a Delaware corporation (“Parent”) and Chaparral Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and Chaparral are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED FORBEARANCE AND WAIVER AGREEMENT
Forbearance and Waiver Agreement • August 17th, 2020 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York

This Amended and Restated Forbearance and Waiver Agreement, dated as of August 14, 2020 (this “Agreement”), with respect to that certain Indenture, dated as of June 29, 2018 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), by and among Chaparral Energy, Inc., a Delaware corporation (the “Company”), the guarantors from time to time party thereto (the “Guarantors”), and UMB Bank, N.A., a national banking association, in its capacity as trustee (in such capacity, the “Trustee”), pursuant to which the Company issued $300 million in 8.75% senior notes due 2023 (the “Notes”, and the holders thereof, the “Holders”), is entered into by and among (i) the Company, (ii) each of the Guarantors, and (iii) each of the undersigned Holders (the “Initial Consenting Holders” and, together with any subsequent Holder that becomes a party hereto in accordance with the terms hereof by executing a Joinder Agreement in the form of Exhibit A attached hereto, each, a “Consent

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LIMITED PARTNER INTEREST PURCHASE AND SALE AGREEMENT By and Between TIFD III-X LLC, as Seller and CEI ACQUISITION, L.L.C., as Buyer September 29, 2005
Purchase and Sale Agreement • December 29th, 2005 • Chaparral Energy, Inc. • Delaware

THIS LIMITED PARTNER INTEREST PURCHASE AND SALE AGREEMENT dated as of September 29, 2005, is made by and between TIFD III-X LLC, a Delaware limited liability company (“Seller”), and CEI Acquisition, L.L.C., a Delaware limited liability company (“Buyer”).

MERGER TERMINATION AGREEMENT
Merger Termination Agreement • December 17th, 2008 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER among CHAPARRAL ENERGY, INC., CHAPARRAL EXPLORATION, L.L.C. and EDGE PETROLEUM CORPORATION Dated July 14, 2008
Agreement and Plan of Merger • July 15th, 2008 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Delaware

THIS AGREEMENT AND PLAN OF MERGER, executed this 14th day of July, 2008 (this “Agreement”), is by and among Chaparral Energy, Inc., a Delaware corporation (“Parent”), Chaparral Exploration, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of Parent (“Sub,” and together with Parent, the “Parent Parties”), and Edge Petroleum Corporation, a Delaware corporation (“Edge”).

SOLICITATION AGENT AND DEALER MANAGER AGREEMENT
Dealer Manager Agreement • April 20th, 2012 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York
CHAPARRAL ENERGY, L.L.C. EXECUTIVE SEVERANCE PLAN PARTICIPATION AND RESTRICTIVE COVENANT AGREEMENT
Participation and Restrictive Covenant Agreement • April 28th, 2020 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Oklahoma

This Participation and Restrictive Covenant Agreement (this “Agreement”) is entered into as of , 20[●] between Chaparral Energy, L.L.C. (the “Employer”), and [Executive Name] (“Executive”).

AMENDED AND RESTATED SUPPORT AGREEMENT
Support Agreement • December 27th, 2019 • Chaparral Energy, Inc. • Crude petroleum & natural gas

This Amended and Restated Support Agreement (this “Agreement”), dated as of December 20, 2019, is by and among Strategic Value Partners, LLC, a Delaware limited liability company, and certain investment funds directly or indirectly managed by Strategic Value Partners, LLC, as listed on Schedule A hereto (collectively, “Shareholder” and each individually, a “member” of Shareholder), and Chaparral Energy, Inc. (the “Company”).

FOURTH AMENDMENT TO EIGHTH RESTATED CREDIT AGREEMENT
Credit Agreement • April 4th, 2011 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York

This Fourth Amendment to Eighth Restated Credit Agreement (this “Fourth Amendment”) is effective as of April 1, 2011 (the “Fourth Amendment Effective Date”), by and among CHAPARRAL ENERGY, INC., a Delaware corporation (“Parent”), the Borrowers, JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent (“Administrative Agent”), and each of the financial institutions a party hereto as Lenders (hereinafter collectively referred to as “Lenders”, and individually, “Lender”).

BACKSTOP PURCHASE AGREEMENT BY AND AMONG CHAPARRAL ENERGY, INC., EACH OF ITS DIRECT AND INDIRECT SUBSIDIARIES AND THE BACKSTOP PARTIES HERETO Dated as of August 15, 2020
Backstop Purchase Agreement • August 17th, 2020 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York

THIS BACKSTOP PURCHASE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, together with any schedules, exhibits and annexes hereto, this “Agreement”) is entered into as of August 15, 2020 (the “Execution Date”), by and among (a) Chaparral Energy, Inc., a Delaware corporation (including as a debtor-in-possession in the Chapter 11 Cases (as defined below) and as a reorganized debtor, as applicable, the “Company”), (b) each of the direct and indirect Subsidiaries (as defined below) of the Company listed on the signature pages hereto under the title “Debtors” (such Subsidiaries, including each as a debtor-in-possession in the Chapter 11 Cases and as a reorganized debtor, as applicable, together with the Company, each, a “Debtor” and, collectively, the “Debtors”), and (c) each of the undersigned entities set forth on Schedule 1 hereto (each, a “Backstop Party” and such schedule, the “Backstop Commitment Sche

FORM OF AMENDMENT NO. 1 TO
Employment Agreement • May 10th, 2013 • Chaparral Energy, Inc. • Crude petroleum & natural gas

THIS AMENDMENT NO. 1 (this “Amendment”) is entered into this ___ day of _______, 2013 to amend that certain Employment Agreement dated __________, 20__ by and among Chaparral Energy, Inc., a Delaware corporation (the “Company”), Chaparral Energy, L.L.C. (the “Employer”) and ____________ (the “Executive”) (the “Original Agreement”).

CHAPARRAL ENERGY, INC. FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT FOR CORPORATE OFFICERS
Control Severance Agreement • March 31st, 2008 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Oklahoma

THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of , is made and entered by and between Chaparral Energy, Inc., a Delaware corporation (the “Company”), and (the “Executive”).

FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • July 15th, 2008 • Chaparral Energy, Inc. • Crude petroleum & natural gas

This FIRST AMENDMENT, dated as of July 14, 2008 (the “Amendment”), to that certain STOCKHOLDERS’ AGREEMENT (the “Agreement”) originally entered into as of September 29, 2006, by and among Chaparral Energy, Inc., a Delaware corporation (the “Company”), Fischer Investments, L.L.C., an Oklahoma limited liability company (“Fischer”), Altoma Energy, an Oklahoma general partnership (“Altoma”), and CHK Holdings, L.L.C., an Oklahoma limited liability company (“Chesapeake”), each person named above being referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Agreement.

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • December 27th, 2019 • Chaparral Energy, Inc. • Crude petroleum & natural gas • Oklahoma

This Separation and Release Agreement (this “Agreement”) is by and between Chaparral Energy, L.L.C. (the “Employer”), Chaparral Energy, Inc. (the “Company”), and K. Earl Reynolds (“Executive”).

STOCK PURCHASE AGREEMENT by and between CHAPARRAL ENERGY, INC. and MAGNETAR FINANCIAL LLC
Stock Purchase Agreement • July 15th, 2008 • Chaparral Energy, Inc. • Crude petroleum & natural gas • New York

This STOCK PURCHASE AGREEMENT, dated as of July 14, 2008 (this “Agreement”), is by and between CHAPARRAL ENERGY, INC., a Delaware corporation (the “Company”), and MAGNETAR FINANCIAL LLC, on behalf of one or more of its Affiliates, a Delaware limited liability company (the “Purchaser”).

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