Chaparral Energy, Inc. Sample Contracts

Chaparral Energy, Inc. – CHAPARRAL ENERGY, INC. 2019 LONG-TERM INCENTIVE PLAN (July 2nd, 2019)
Chaparral Energy, Inc. – Forward-Looking Statements and Risk Factors This presentation contains forward- looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements made in this presentation and by representatives of Chaparral Energy (the company) during the course of this presentation that are not historical facts are forward-looking statements. These statements are based on certain assumptions and expectations made by the company, which reflect management’s experience, estimates and perception of historical trends, current condi (May 28th, 2019)
Chaparral Energy, Inc. – THIRD AMENDMENT TO TENTH RESTATED CREDIT AGREEMENT (May 9th, 2019)

This Third Amendment to Tenth Restated Credit Agreement (this “Third Amendment”), dated as of May 2, 2019 and effective as of March 31, 2019 (the “Third Amendment Effective Date”), is by and among CHAPARRAL ENERGY, INC., a Delaware corporation (the “Borrower”), each Guarantor party hereto (the “Guarantors”), ROYAL BANK OF CANADA, as Administrative Agent (“Administrative Agent”), and each of the Lenders party hereto.

Chaparral Energy, Inc. – Forward-Looking Statements and Risk Factors This presentation contains forward- looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements made in this presentation and by representatives of Chaparral Energy (the company) during the course of this presentation, which are not historical facts are forward- looking statements. These statements are based on certain assumptions and expectations made by the company, which reflect management’s experience, estimates and perception of historical trends, current co (May 8th, 2019)
Chaparral Energy, Inc. – INDEMNITY AGREEMENT (April 29th, 2019)

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”).

Chaparral Energy, Inc. – EMPLOYMENT AGREEMENT (April 23rd, 2019)

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 22nd day of April, 2019 (the “Effective Date”), is entered into by and between CHAPARRAL ENERGY, INC., a Delaware corporation (the “Company”), CHAPARRAL ENERGY, LLC (the “Employer”) and SCOTT PITTMAN (“Executive”).

Chaparral Energy, Inc. – AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (March 14th, 2019)

This Amendment to Separation and Release Agreement (the “Amendment”) is effective as of February 26, 2019 (the “Effective Date”) by and between Chaparral Energy, LLC (the “Company”), Chaparral Energy, Inc. (“CEI”), and Joseph Evans (the “Individual”).

Chaparral Energy, Inc. – Forward-Looking Statements and Risk Factors This presentation contains forward- looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements made in this presentation and by representatives of Chaparral Energy (the company) during the course of this presentation, which are not historical facts are forward- looking statements. These statements are based on certain assumptions and expectations made by the company, which reflect management’s experience, estimates and perception of historical trends, current co (March 14th, 2019)
Chaparral Energy, Inc. – • Forecasted 2019 total company production of 25 to 27 thousand barrels of oil equivalent per day (MBoe/d) • Estimated 2019 STACK production of 21 to 23 MBoe/d, which represents an anticipated 45% to 59% year-over-year growth • Planned total capital investment of $275 to $300 million, which includes STACK/Merge operated drilling and completion (D&C) capital of $210 to $225 million • Continued strong lease operating expense (LOE) cost control performance, with 2019 STACK LOE/Boe guidance of $3.75 to $4.25 (February 26th, 2019)

Planned total capital investment of $275 to $300 million, which includes STACK/Merge operated drilling and completion (D&C) capital of $210 to $225 million

Chaparral Energy, Inc. – Forward-Looking Statements and Risk Factors This presentation contains forward- looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements made in this presentation and by representatives of Chaparral Energy (the company) during the course of this presentation, which are not historical facts are forward- looking statements. These statements are based on certain assumptions and expectations made by the company, which reflect management’s experience, estimates and perception of historical trends, current co (February 26th, 2019)
Chaparral Energy, Inc. – SEPARATION AND RELEASE AGREEMENT (February 15th, 2019)

This Separation and Release Agreement (this “Agreement”) is by and between Chaparral Energy, LLC (the “Company”), Chaparral Energy, Inc. (“CEI”), and Joseph Evans (the “Individual”).

Chaparral Energy, Inc. – CERTIFICATE OF RETIREMENT (December 19th, 2018)

Chaparral Energy, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

Chaparral Energy, Inc. – RESIGNATION, CONSENT AND APPOINTMENT AGREEMENT AND SECOND AMENDMENT TO TENTH RESTATED CREDIT AGREEMENT dated as of December 7, 2018 among Chaparral Energy, Inc., as Borrower, Royal Bank of Canada, as Administrative Agent, and The Lenders Party Hereto RBC Capital Markets, as Joint Lead Arranger and Joint Bookrunner (December 10th, 2018)

This Resignation, Consent and Appointment Agreement and Second Amendment to Tenth Restated Credit Agreement (this “Second Amendment”) is effective as of December 7, 2018 (the “Second Amendment Effective Date”), by and among CHAPARRAL ENERGY, INC., a Delaware corporation (the “Borrower”), each Guarantor party hereto (the “Guarantors”), JPMORGAN CHASE BANK, N.A., a national banking association (“JPMorgan”), as Administrative Agent (in such capacity, the “Existing Agent”), and in its capacity as Issuing Bank, each of the Lenders party hereto, the Successor Agent (as defined below) and the Successor Issuing Bank (as defined below).

Chaparral Energy, Inc. – JPMORGAN CHASE BANK, N.A. (November 13th, 2018)

Reference is hereby made to that certain Tenth Restated Credit Agreement dated as of December 21, 2017 (as amended prior to the date hereof, the “Credit Agreement”), among Chaparral Energy, Inc., a Delaware corporation (the “Borrower”), each of the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and the other parties party thereto. Capitalized terms used herein without definition shall have the meanings given to them in the Credit Agreement.

Chaparral Energy, Inc. – Forward-Looking Statements and Risk Factors This presentation contains forward- looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements made in this presentation and by representatives of Chaparral Energy (the company) during the course of this presentation, which are not historical facts are forward- looking statements. These statements are based on certain assumptions and expectations made by the company, which reflect management’s experience, estimates and perception of historical trends, current co (November 13th, 2018)
Chaparral Energy, Inc. – SUPPORT AGREEMENT (August 14th, 2018)

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”).

Chaparral Energy, Inc. – CHAPARRAL ENERGY, INC. 8.750% Senior Notes due 2023 Purchase Agreement (July 2nd, 2018)
Chaparral Energy, Inc. – Chaparral Energy Prices $300 Million Offering of Senior Notes (July 2nd, 2018)

This press release is being issued pursuant to Rule 135c under the Securities Act. It is neither an offer to sell nor a solicitation of an offer to buy the senior notes or any other securities. It also does not constitute an offer to sell or a solicitation of an offer to buy or sell the senior notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Chaparral Energy, Inc. – 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 (July 2nd, 2018)

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”).

Chaparral Energy, Inc. – Chaparral Energy Announces $300 Million Senior Notes Offering Oklahoma City, June 18, 2018 — Chaparral Energy, Inc. (OTCQB: CHPE) announced today that it intends to offer $300 million of senior unsecured notes due 2023 to eligible purchasers, subject to market conditions and other factors. Chaparral intends to use the net proceeds from the offering to pay down the outstanding balance of its revolving credit facility and for general corporate purposes. The senior notes have not been, and will not be, registered under the Securities Act of 1933, as amended or any state securities laws and may no (June 18th, 2018)

This press release is being issued pursuant to Rule 135c under the Securities Act. It is neither an offer to sell nor a solicitation of an offer to buy the senior notes or any other securities. It also does not constitute an offer to sell or a solicitation of an offer to buy or a sale of the senior notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

Chaparral Energy, Inc. – SUPPORT AGREEMENT (June 7th, 2018)

This Support Agreement, dated June 6, 2018 (this “Agreement”), 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”).

Chaparral Energy, Inc. – FIRST AMENDMENT TO TENTH RESTATED CREDIT AGREEMENT (May 10th, 2018)

This First Amendment to Tenth Restated Credit Agreement (this “First Amendment”), effective as of May 9, 2018 (the “First Amendment Effective Date”), is by and among CHAPARRAL ENERGY, INC., a Delaware corporation (the “Borrower”), each Guarantor party hereto (the “Guarantors”), JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent (“Administrative Agent”), and each of the Lenders party hereto.

Chaparral Energy, Inc. – Contract (March 29th, 2018)

Chaparral Energy Announces Fourth Quarter and Full Year 2017 Financial and Operational ResultsOklahoma City, March 29, 2018 — Chaparral Energy, Inc. (OTCQB: CHPE) today announced its fourth quarter and full year 2017 financial and operational results with the filing of its annual report on form 10-K. The company will hold its financial and operating results call this morning, March 29, at 9 a.m. Central. Highlights include:

Chaparral Energy, Inc. – FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (March 9th, 2018)

THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of March 6, 2018 (the “Amendment Date”), by and among Chaparral Energy, Inc., a Delaware corporation (the “Company”), and the Stockholders.

Chaparral Energy, Inc. – Chaparral Energy Provides Operations Update, 2017 Year-End Reserves and 2018 Guidance (February 22nd, 2018)

Oklahoma City, February 22, 2018 — Chaparral Energy, Inc. (OTCQB: CHPE) today announced preliminary operational results, recent key highlights and 2017 year-end reserves, as well as its initial 2018 guidance estimates. Highlights include:

Chaparral Energy, Inc. – Tenth Restated Credit Agreement (December 27th, 2017)
Chaparral Energy, Inc. – PURCHASE AND SALE AGREEMENT (December 27th, 2017)

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”.

Chaparral Energy, Inc. – PURCHASE AND SALE AGREEMENT (December 27th, 2017)

This PURCHASE AND SALE AGREEMENT (“Agreement”), dated as of the 22nd day of December, 2017 (“Execution Date”), by and among Blake Production Company, Inc., a Texas corporation, Fairway Energy L.L.C., a Oklahoma limited liability company, Vernon Resources LLC, a Oklahoma  limited liability company, and ABV Ventures LLC, a Oklahoma limited liability company (each individually and all collectively referred to herein as “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”.

Chaparral Energy, Inc. – Oklahoma City, December 27, 2017 — Chaparral Energy, Inc. (OTCQB: CHPE) announced today that it has entered into a definitive purchase agreement to acquire acreage in Kingfisher County, Oklahoma, from a private seller for $60 million in cash, subject to customary post-closing adjustments. (December 27th, 2017)

Increasing Chaparral’s core acreage in Kingfisher County by 28 percent, which increases the company’s total STACK Play acreage to approximately 117,000 net acres

Chaparral Energy, Inc. – Chaparral Energy, Inc. and subsidiaries Unaudited Pro Forma Consolidated Financial Statements (November 21st, 2017)

The following unaudited pro forma consolidated financial information is presented to illustrate the effect of Chaparral Energy Inc.’s (“we”, “our”, “us”, or the “Company”) sale of our North Burbank and Texas Panhandle enhanced oil recovery (“EOR”) assets in Oklahoma and Texas along with some minor assets within geographic proximity (collectively the “EOR Assets”) on our historical financial position and operating results. This pro forma information is based on the historical consolidated financial statements of the Company and should be read in conjunction with the accompanying footnotes and the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.

Chaparral Energy, Inc. – ASSET PURCHASE AND SALE AGREEMENT by and between CHAPARRAL ENERGY, L.L.C. and CHAPARRAL CO2, L.L.C. and CHAPARRAL REAL ESTATE, L.L.C. (Collectively Seller) and PERDURE PETROLEUM, LLC (Purchaser) dated October 13, 2017 (November 21st, 2017)
Chaparral Energy, Inc. – • Incurred a net loss of $19.1 million, which includes a loss on derivatives of $15.4 million • Increased total revenues of $76 million, compared to $74 million in the second quarter of 2017 • Delivered adjusted EBITDA of $44.3 million, which is a four percent quarter-over-quarter increase compared to $42.5 million in the second quarter of 2017(1) • Grew STACK production 12 percent on a quarter-over-quarter and 34 percent on a year-over-year basis to 10.3 thousand barrels of oil equivalent per day (MBoe/d), with total production of 24.5 MBoe/d • Entered into a definitive sale agreement for its (November 14th, 2017)

Delivered adjusted EBITDA of $44.3 million, which is a four percent quarter-over-quarter increase compared to $42.5 million in the second quarter of 2017(1)

Chaparral Energy, Inc. – Oklahoma City, September 25, 2017 — Chaparral Energy, Inc. (OTCQB: CHPE) and Bayou City Energy (BCE) today announced the formation of a drilling joint venture between their affiliates to fund further development of Chaparral’s 110,000-acre STACK position. (September 25th, 2017)

Under the Joint Development Agreement (JDA), BCE will fund 100 percent of the drilling, completion and equipping costs associated with 30 joint venture STACK wells, subject to average well cost caps that vary by well-type across location and targeted formations, resulting in a maximum capital commitment of approximately $100 million for the first tranche. The first tranche of JDA wells, which will be drilled and operated by Chaparral, include 17 wells in Canadian County and 13 wells in Garfield County, with the ability to expand the partnership to drill additional tranches in the future.

Chaparral Energy, Inc. – CHAPARRAL ENERGY, INC. MANAGEMENT INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (August 15th, 2017)

THIS AGREEMENT (this “Agreement”), made and entered into as of the     day of                     , by and between Chaparral Energy, Inc., a Delaware corporation (“Chaparral”), and                     , an employee or director of Chaparral or one of its Affiliates (“Participant”).

Chaparral Energy, Inc. – CHAPARRAL ENERGY, INC. MANAGEMENT INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (August 15th, 2017)

THIS AGREEMENT (this “Agreement”), made and entered into as of the     day of                     , by and between Chaparral Energy, Inc., a Delaware corporation (“Chaparral”), and                     , an employee or director of Chaparral or one of its Affiliates (“Participant”).