CHAPARRAL ENERGY, INC., as the Issuer, EACH OF THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeChaparral Energy, Inc. • December 29th, 2005 • New York
INDENTURE, dated as of December 1, 2005, among Chaparral Energy, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined) and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
SIXTH RESTATED CREDIT AGREEMENT DATED AS OF JUNE 22, 2005 AMONG CHAPARRAL, L.L.C., 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., CHAPARRAL...Credit Agreement • December 29th, 2005 • Chaparral Energy, Inc. • Texas
This SIXTH RESTATED CREDIT AGREEMENT, dated as of June 22, 2005, is among CHAPARRAL, L.L.C., an Oklahoma limited liability company (“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 (“CO2”), CHAPARRAL OIL, L.L.C., an Oklahoma limited liability company (“Oil”), CHAPARRAL REAL ESTATE, L.L.C., an Oklahoma limited liability company (“Real Estate”), and CHAPARRAL TEXAS, L.P., an Oklahoma limited partnership (“Chaparral Texas” and, together with Chaparral, NorAm, Resources, Tools, CO2, Oil and Real Estate, collectively, “Borrowers” and each individually, a “Borrower”), each of the Lenders from time to time party hereto and JPMORGAN CHASE BANK, N.A. (in its ind
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.
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, 2005Purchase 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”).
FIRST AMENDMENT TO SIXTH RESTATED CREDIT AGREEMENTCredit Agreement • December 29th, 2005 • Chaparral Energy, Inc.
This First Amendment to Sixth Restated Credit Agreement (this “First Amendment”) is effective as of September 30, 2005 (the “Amendment Effective Date”), by and among CHAPARRAL ENERGY, INC., a Delaware corporation, successor by merger to Chaparral, L.L.C. (“Parent”), CHAPARRAL ENERGY, L.L.C., an Oklahoma limited liability company (in its capacity as Borrower Representative for the Borrowers, “Borrower Representative”), JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent (“Administrative Agent”), and each of the financial institutions a party to the Credit Agreement (as hereinafter defined) as Lenders (hereinafter collectively referred to as “Lenders,” and individually, “Lender”).
AGREEMENT AND PLAN OF MERGER Dated as of September 15, 2005 by and between CHAPARRAL ENERGY, INC., a Delaware corporation and CHAPARRAL, L.L.C., an Oklahoma limited liability companyAgreement and Plan of Merger • December 29th, 2005 • Chaparral Energy, Inc. • Delaware
AGREEMENT AND PLAN OF MERGER dated as of September 15, 2005 (this “Agreement”), by and between Chaparral Energy, Inc., a Delaware corporation (“Chaparral Energy”), and Chaparral, L.L.C., an Oklahoma limited liability company (“Chaparral” or the “Acquired Entity”).
SECOND AMENDMENT TO SIXTH RESTATED CREDIT AGREEMENTCredit Agreement • December 29th, 2005 • Chaparral Energy, Inc.
This Second Amendment to Sixth Restated Credit Agreement (this “Second Amendment”) is effective as of December 1, 2005 (the “Amendment Effective Date”), by and among CHAPARRAL ENERGY, INC., a Delaware corporation, successor by merger to Chaparral, L.L.C. (“Parent”), CHAPARRAL ENERGY, L.L.C., an Oklahoma limited liability company (in its capacity as Borrower Representative for the Borrowers, “Borrower Representative”), JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent (“Administrative Agent”), and each of the financial institutions a party to the Credit Agreement (as hereinafter defined) as Lenders (hereinafter collectively referred to as “Lenders”, and individually, “Lender”).
