Case LSS Doc 1192 Filed 11/07/17 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case LSS Doc 1192 Filed 11/07/17 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re CHAPARRAL ENERGY, INC., et al., Reorganized Debtors x Chapter 11 Case No (LSS) Jointly Administered Hearing Date December 7, 2017 at 1000 a.m. (ET) Obj. Deadline November 21, 2017 at 400 p.m. (ET) REORGANIZED DEBTORS THIRD OMNIBUS (SUBSTANTIVE) OBJECTION TO CERTAIN NO LIABILITY CLAIMS The above-captioned reorganized debtors (collectively, the Reorganized Debtors ), 2 file this third omnibus (substantive) objection to certain claims (the Objection ) and seek entry of an order, substantially in the form attached as Exhibit 1 (the Proposed Order ), disallowing and expunging the claims listed on Exhibit A to the Proposed Order (the No Liability Claims ). In support of this Objection, the Reorganized Debtors submit the Declaration of Linda Byford in Support of Reorganized Debtors Third Omnibus (Substantive) Objection to Certain No Liability Claims (the Byford Declaration ), attached hereto as Exhibit 2, and respectfully represent as follows 1 The Reorganized Debtors in these cases, along with the last four (or five digits, in cases in which multiple Debtors have the same last four digits) digits of each Debtor s federal tax identification number, are CEI Acquisition, L.L.C. (1817); CEI Pipeline, L.L.C. (6877); Chaparral Biofuels, L.L.C. (1066); Chaparral CO2, L.L.C. (1656); Chaparral Energy, Inc. (90941); Chaparral Energy, L.L.C. (20941); Chaparral Exploration, L.L.C. (1968); Chaparral Real Estate, L.L.C. (1655); Chaparral Resources, L.L.C. (1710); Green Country Supply, Inc. (2723); and Roadrunner Drilling, L.L.C. (2399). The Reorganized Debtors address is 701 Cedar Lake Blvd., Oklahoma City, OK Prior to the occurrence of the Effective Date (as defined in the First Amended Joint Plan of Reorganization for Chaparral Energy, Inc. and Its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code [Docket No. 924] (the Plan )), the Reorganized Debtors were debtors and debtors in possession (the Debtors ) in these Chapter 11 Cases. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. RLF v.1

2 Case LSS Doc 1192 Filed 11/07/17 Page 2 of 9 JURISDICTION 1. The Bankruptcy Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334, 3 as well as Article VIII of the Plan. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). and Venue in the Bankruptcy Court is proper pursuant to 28 U.S.C The statutory predicates for the relief requested herein are sections 105 and 502 of title 11 of the United States Code (the Bankruptcy Code ), rules 3007 and 9006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Local Rule BACKGROUND 4. On May 9, 2016 (the Petition Date ), the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the Chapter 11 Cases ). During the Chapter 11 Cases, the Debtors operated their businesses and managed their property as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No request for the appointment of a trustee or examiner was made in the Chapter 11 Cases and no committees were appointed. A. Filing of the Debtors Schedules of Liabilities; Entry of the Bar Date Order for the Filing of Proofs of Claim 5. On May 11, 2016, the Bankruptcy Court entered an order appointing Kurtzman Carson Consultants LLC ( KCC ) as claims and noticing agent in these Chapter 11 Cases [Docket No. 63]. KCC is authorized to maintain (a) all proofs of claim filed against the 3 Pursuant to rule (f) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), the Reorganized Debtors hereby expressly confirm their consent to the entry of a final order by the Bankruptcy Court in connection with this Objection if it is later determined that the Bankruptcy Court, absent consent of the parties, cannot enter final orders or judgments in connection therewith consistent with Article III of the United States Constitution. RLF v.1 2

3 Case LSS Doc 1192 Filed 11/07/17 Page 3 of 9 Debtors and (b) an official claims register (the Claims Register ) by docketing all proofs of claim in a claims database containing, among other items, the name of each claimant, the date that KCC received the proof of claim, the claim number assigned to the proof of claim, and the asserted amount and classification of the claim. 6. On June 29, 2016, each of the Debtors filed its schedules and statements of financial affairs [Docket Nos ], and, on August 9, 2016 and August 18, 2016, certain of the Debtors filed amended versions of their schedules and statements of financial affairs [Docket Nos. 10, , 423] (collectively, the Schedules ). 7. On July 1, 2016, the Bankruptcy Court entered the Order Pursuant to Bankruptcy Rule 3003(c)(3) and Local Rule (e) Establishing Bar Dates and Related Procedures for Filing Proofs of Claim (Including for Administrative Expense Claims Arising Under Section 503(b)(9) of the Bankruptcy Code) and Approving the Form and Manner of Notice Thereof [Bankr. Docket No. 270] (the Bar Date Order ) establishing (a) August 19, 2016 at 500 p.m. (Eastern Time) as the deadline for parties to file proofs of claim in the Chapter 11 Cases (the General Bar Date ), and (b) November 7, 2016 at 500 p.m. (Eastern Time) as the deadline for governmental units to file proofs of claim in the Chapter 11 Cases (the Governmental Bar Date ). 8. KCC duly served form proofs of claim and the Notice of Deadline for the Filing of Proofs of Claim [Docket No. 303] (the Bar Date Notice ) in accordance with the Bar Date Order. 4 On July 19, 2016, the Debtors also caused the Bar Date Notice to be published in each of The Wall Street Journal, The Oklahoman, and The Journal Record ]. 5 See Affidavit of Service [Docket Nos. 319, 322, 323, 324, 347, 388, 389, 390, 398, 434, 471, 507, 545, 554, See Affidavit of Publication of Notice of Deadline for the Filing of Proofs of Claim, Including for Claims Asserted Under Section 503(b)(9) of the Bankruptcy Code in the Wall Street Journal, dated as of July 19, 2016 RLF v.1 3

4 Case LSS Doc 1192 Filed 11/07/17 Page 4 of 9 B. Confirmation and the Occurrence of the Effective Date of the Plan 9. On March 10, 2017, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Confirming the First Amended Joint Plan of Reorganization for Chaparral Energy, Inc. and its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code [Docket No. 958] (the Confirmation Order ). Pursuant to the Confirmation Order, the Bankruptcy Court confirmed the Plan. The Effective Date of the Plan occurred on March 21, 2017, and the Debtors became the Reorganized Debtors as of the Effective Date. C. Status of Proofs of Claim and Claims Reconciliation Process 10. The Claims Register reflects that claimants filed approximately 2,530 proofs of claim to date (collectively, the Proofs of Claim ). The Reorganized Debtors and their advisors are reviewing and reconciling all prepetition claims (collectively, the Claims ), including both the Claims listed on the Schedules, and the Claims asserted in the Proofs of Claim (including any supporting documentation) filed in the Chapter 11 Cases. The Reorganized Debtors also are comparing the Claims asserted in the Proofs of Claim with their books and records (collectively, the Books and Records ) to determine the validity of the asserted Claims. 11. This is the Reorganized Debtors third omnibus objection to Proofs of Claim. To date, approximately 185 unique Claims have been withdrawn, disallowed, or expunged, and approximately 1,843 unique Claims have been satisfied. [Bankr. Docket No. 323]; Affidavit of Publication of Notice of Deadline for the Filing of Proofs of Claim, Including for Claims Asserted Under Section 503(b)(9) of the Bankruptcy Code in The Oklahoman, dated as of July 19, 2016 [Bankr. Docket No. 322] and Affidavit of Publication of Notice of Deadline for the Filing of Proofs of Claim, Including for Claims Asserted Under Section 503(b)(9) of the Bankruptcy Code in The Journal Record, dated as of July 19, 2016 [Bankr. Docket No. 324]. RLF v.1 4

5 Case LSS Doc 1192 Filed 11/07/17 Page 5 of 9 RELIEF REQUESTED 12. Pursuant to sections 105(a) and 502 of the Bankruptcy Code, Rule 3007 of the Bankruptcy Rules, Local Rule , and the Bar Date Order, the Reorganized Debtors request that the Bankruptcy Court enter an order disallowing and expunging each of the No Liability Claims identified on Exhibit A to the Proposed Order because such Claims do not have a basis in the Books and Records and/or do not include or attach sufficient information or documentation to constitute prima facie evidence of the validity and amount of such Claims. BASIS FOR RELIEF REQUESTED No Liability Claims 13. Exhibit A to the Proposed Order includes the list of Claims for which the Reorganized Debtors assert they have no liability. The Reorganized Debtors have examined their Books and Records and reviewed those documents, if any, attached to each Claim and have determined that there is no basis for holding the Reorganized Debtors liable for these Claims. 14. The Reorganized Debtors object to the No Liability Claims listed on Exhibit A to the Proposed Order pursuant to section 502(b)(1) of the Bankruptcy Code because these are Claims which are not enforceable against the Reorganized Debtors or their property under any agreement or applicable law. In particular, the Reorganized Debtors review of their Books and Records reflects that they have no liability due and owing on account of the No Liability Claims for the reasons set forth in the Byford Declaration, and because either (a) the Reorganized Debtors have no record of the liability in their Books and Records, (b) the Books and Records indicate that they have no liability on the Claim, or (c) the Debtors and Reorganized Debtors are not responsible for the loss or expenses incurred by the claimant. RLF v.1 5

6 Case LSS Doc 1192 Filed 11/07/17 Page 6 of 9 RESPONSES TO OMNIBUS OBJECTIONS 15. To contest this Objection, a claimant must (a) file a written response (a Response ) with the Office of the Clerk of the United States Bankruptcy Court for the District of Delaware at 824 N. Market Street, Wilmington, Delaware 19801, prior to 400 p.m. (Eastern Time) on November 21, 2017 (the Response Deadline ); and (b) serve such Response upon the following persons, such that the Response is actually received no later than the Response Deadline, at the following addresses RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE Attn John H. Knight Facsimile (302) and following information LATHAM & WATKINS, LLP 885 Third Avenue New York, New York Attn Keith A. Simon and Liza L. Burton Facsimile (212) Every Response to this Omnibus Objection must contain at a minimum the a caption setting forth the name of the Court, the case name, the case number and the title of this Objection; the name of the claimant, his/her/its claim number and a description of the basis for the amount of the Claim; the specific factual basis and supporting legal argument upon which the party will rely in opposing this Objection; any supporting documentation, to the extent it was not included with the Claim previously filed with the clerk or claims agent, upon which the party will rely to support the basis for and amounts asserted in the Claim; and RLF v.1 6

7 Case LSS Doc 1192 Filed 11/07/17 Page 7 of 9 the name, address, telephone number, fax number and address, as applicable, of the person(s) (which may be the claimant or the claimant s legal representative) with whom counsel for the Reorganized Debtors should communicate with respect to the Objection and Response and who possesses authority to reconcile, settle or otherwise resolve the Objection and Response on behalf of the claimant. 17. If a claimant fails to file and serve a timely Response by the Response Deadline, the Reorganized Debtors may present to the Bankruptcy Court an appropriate order without further notice to such claimant or a hearing. REPLIES TO RESPONSES 18. Consistent with Local Rule (d), the Reorganized Debtors may, at their option, file and serve a reply to a claimant s Response no later than 400 p.m. (Eastern Standard Time), one day prior to the deadline for filing the agenda for any hearing scheduled to consider the Objection. SEPARATE CONTESTED MATTERS 19. To the extent that a claimant files a Response to any objection set forth herein and the Reorganized Debtors are unable to resolve the Response, each such Claim and the Reorganized Debtors objection to each such Claim will constitute a separate contested matter as contemplated by Bankruptcy Rule Any order the Bankruptcy Court enters that addresses any individual objection asserted herein will be deemed a separate order with respect to each affected Claim. RESERVATION OF RIGHTS 20. The Reorganized Debtors hereby reserve the right to (i) file subsequent objections to any Claims listed in Exhibit A to the Proposed Order on any ground; (ii) amend, modify, and/or supplement this Objection, including, without limitation, the filing of objections to further amended or newly filed claims; (iii) seek expungement or reduction of any Claim to RLF v.1 7

8 Case LSS Doc 1192 Filed 11/07/17 Page 8 of 9 the extent all or a portion of such Claim has been paid; and (iv) settle any Claim for less than the asserted amount. Separate notice and a hearing will be provided in respect of any such additional objections. NOTICE 21. The Reorganized Debtors will provide notice of this Motion on the date hereof via U.S. first class mail to (a) the Office of the United States Trustee for the District of Delaware; (b) those parties that have requested notice pursuant to Bankruptcy Rule 2002; and (c) the claimants identified in Exhibit A to the Proposed Order. The Reorganized Debtors submit that, in light of the nature of the relief requested, no other or further notice need be given. COMPLIANCE WITH LOCAL RULE Pursuant to Bankruptcy Rule 3007, the Reorganized Debtors have provided all claimants affected by this Objection with at least thirty (30) days notice of the hearing on this Objection. Additionally, the Objection substantially complies with Local Rule in all other respects. To the extent the Objection does not comport fully with Local Rule , the Reorganized Debtors do not believe that any such deviation is material and respectfully request relief from any such requirements imposed thereby. NO PRIOR REQUEST 23. No previous request for the relief sought herein has been made to the Bankruptcy Court or any other court. RLF v.1 8

9 Case LSS Doc 1192 Filed 11/07/17 Page 9 of 9 WHEREFORE, the Reorganized Debtors respectfully request that the Bankruptcy Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit 1, granting the relief requested herein and granting such other and further relief as the Bankruptcy Court deems just and proper. Dated November 7, 2017 Wilmington, Delaware /s/ Brendan J. Schlauch John H. Knight (No. 3848) Mark D. Collins (No. 2981) Joseph C. Barsalona II (No. 6102) Brendan J. Schlauch (No. 6115) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King St. Wilmington, Delaware Telephone Fax collins@rlf.com knight@rlf.com barsalona@rlf.com schlauch@rlf.com - and - Richard A. Levy Keith A. Simon LATHAM & WATKINS LLP 885 Third Avenue New York, New York Telephone Fax richard.levy@lw.com keith.simon@lw.com Counsel for Reorganized Debtors RLF v.1 9

10 Case LSS Doc Filed 11/07/17 Page 1 of 4 PLEASE CAREFULLY REVIEW THIS OBJECTION AND THE ATTACHMENTS HERETO TO DETERMINE WHETHER THIS OBJECTION AFFECTS YOUR CLAIM. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re CHAPARRAL ENERGY, INC., et al., Reorganized Debtors x Chapter 11 Case No (LSS) Jointly Administered Hearing Date December 7, 2017, at 1000 a.m. (ET) Obj. Deadline November 21, 2017, at 400 p.m. (ET) NOTICE OF OMNIBUS OBJECTION AND HEARING PLEASE TAKE NOTICE that, on November 7, 2017 the above-captioned reorganized debtors (collectively, the Reorganized Debtors ) 2 filed with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) the Reorganized Debtors Third Omnibus (Substantive) Objection to Certain No Liability Claims (the Objection ) which seeks to alter the rights of certain claimants by disallowing and expunging their claims. Your claim(s) may be disallowed as a result of the Objection. Therefore, you should read the attached Objection carefully. 1 The Reorganized Debtors in these cases, along with the last four (or five digits, in cases in which multiple Debtors have the same last four digits) digits of each Debtor s federal tax identification number, are CEI Acquisition, L.L.C. (1817); CEI Pipeline, L.L.C. (6877); Chaparral Biofuels, L.L.C. (1066); Chaparral CO2, L.L.C. (1656); Chaparral Energy, Inc. (90941); Chaparral Energy, L.L.C. (20941); Chaparral Exploration, L.L.C. (1968); Chaparral Real Estate, L.L.C. (1655); Chaparral Resources, L.L.C. (1710); Green Country Supply, Inc. (2723); and Roadrunner Drilling, L.L.C. (2399). The Reorganized Debtors address is 701 Cedar Lake Blvd., Oklahoma City, OK Prior to the occurrence of the Effective Date (as defined in the First Amended Joint Plan of Reorganization for Chaparral Energy, Inc. and Its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code [Docket No. 924] (the Plan )), the Reorganized Debtors were debtors and debtors in possession (the Debtors ) in these Chapter 11 Cases. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. RLF v.1

11 Case LSS Doc Filed 11/07/17 Page 2 of 4 PLEASE TAKE FURTHER NOTICE THAT YOUR SUBSTANTIVE RIGHTS MAY BE AFFECTED BY THE OBJECTION AND BY ANY FURTHER CLAIM OBJECTION THAT MAY BE FILED BY THE REORGANIZED DEBTORS OR OTHERWISE. THE RELIEF SOUGHT HEREIN IS WITHOUT PREJUDICE TO THE REORGANIZED DEBTORS RIGHT TO PURSUE FURTHER OBJECTIONS AGAINST YOUR CLAIM(S) SUBJECT TO THE OBJECTION IN ACCORDANCE WITH APPLICABLE LAW AND APPLICABLE ORDERS OF THIS COURT. PLEASE TAKE FURTHER NOTICE that if the holder of a claim that is the subject of the Objection wishes to respond to the Objection, the holder must file a written response with (i) Office of the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3 rd Floor, Wilmington, Delaware 19801; (ii) Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, Delaware (Attn John H. Knight); and (iii) Latham & Watkins, LLP, 885 Third Avenue, New York, New York (Attn Keith A. Simon and Liza L. Burton) so as to be received on or before November 21, 2017 at 400 p.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that responses to the Objection must contain, at minimum, the following (a) a caption setting forth the name of the Bankruptcy Court, the above-referenced case number and the title of the Objection to which the response is directed; (b) the name of the claimant, his/her/its claim number, and a description of the basis for the amount of the claim; (c) the specific factual basis and supporting legal argument upon which the claimant will rely in opposing this Objection; (d) any supporting documentation, to the extent it was not included with the proof of claim previously filed with the clerk or claims agent, upon which the claimant will rely to support the basis for and amounts asserted in the proof of claim; 2 RLF v.1

12 Case LSS Doc Filed 11/07/17 Page 3 of 4 and (e) the name, address, address, telephone number, and fax number of the person(s) (which may be the claimant or the claimant s legal representative) with whom counsel for the Liquidating Trust should communicate with respect to the claim or the Objection and who possesses authority to reconcile, settle, or otherwise resolve the Objection to the disputed claim on behalf of the claimant. PLEASE TAKE FURTHER NOTICE that if no response to the Objection is timely filed and received in accordance with the above procedures, an order may be entered granting the relief requested in the Objection without further notice or a hearing. If a response is properly filed, served and received in accordance with the above procedures and such response is not resolved, a hearing to consider such response and the Objection will be held before The Honorable Laurie Selber Silverstein, United States Bankruptcy Judge for the District of Delaware, at the Bankruptcy Court, 824 North Market Street, 6th Floor, Courtroom 2, Wilmington, Delaware on December 7, 2017 at 1000 a.m. (prevailing Eastern Time) (the Hearing ). Only a response made in writing and timely filed and received will be considered by the Bankruptcy Court at the Hearing. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE OBJECTION WITHOUT FURTHER NOTICE OR HEARING. 3 RLF v.1

13 Case LSS Doc Filed 11/07/17 Page 4 of 4 Dated November 7, 2017 Wilmington, Delaware RICHARDS, LAYTON & FINGER, P.A. /s/ Brendan J. Schlauch Mark D. Collins (No. 2981) John H. Knight (No. 3848) Joseph C. Barsalona II (No. 6102) Brendan J. Schlauch (No. 6115) 920 N. King Street Wilmington, Delaware Telephone Facsimile colllins@rlf.com knight@rlf.com barsalona@rlf.com schlauch@rlf.com -and- Richard A. Levy Keith A. Simon David F. McElhoe LATHAM & WATKINS LLP 885 Third Avenue New York, New York Telephone Facsimile richard.levy@lw.com keith.simon@lw.com david.mcelhoe@lw.com Counsel for Reorganized Debtors 4 RLF v.1

14 Case LSS Doc Filed 11/07/17 Page 1 of 7 Exhibit 1 Proposed Order RLF v.1

15 Case LSS Doc Filed 11/07/17 Page 2 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re CHAPARRAL ENERGY, INC., et al., Reorganized Debtors x Chapter 11 Case No (LSS) Jointly Administered Re Docket No. ORDER DISALLOWING AND EXPUNGING CERTAIN NO LIABILITY CLAIMS SUBJECT TO REORGANIZED DEBTORS THIRD OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS Upon the Reorganized Debtors Third Omnibus (Substantive) Objection to Certain No Liability Claims (the Objection ), 2 seeking entry of an order disallowing and expunging the No Liability Claims listed on Exhibit A to the Proposed Order (the No Liability Claims ); and the Bankruptcy Court having reviewed the Objection and any responses or objections thereto; and the Bankruptcy Court having considered the Declaration of Linda Byford in Support of Reorganized Debtors Third Omnibus (Substantive) Objection to Certain No Liability Claims (the Byford Declaration ); and the Bankruptcy Court having jurisdiction over this matter pursuant to 28 U.S.C. 1334; and the Objection and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and due and proper notice of the Objection having been provided; and it appearing that no other or further notice need be provided; and the Bankruptcy Court having determined that the legal and factual bases set forth in the Objection 1 The Reorganized Debtors in these cases, along with the last four (or five digits, in cases in which multiple Debtors have the same last four digits) digits of each Debtor s federal tax identification number, are CEI Acquisition, L.L.C. (1817); CEI Pipeline, L.L.C. (6877); Chaparral Biofuels, L.L.C. (1066); Chaparral CO2, L.L.C. (1656); Chaparral Energy, Inc. (90941); Chaparral Energy, L.L.C. (20941); Chaparral Exploration, L.L.C. (1968); Chaparral Real Estate, L.L.C. (1655); Chaparral Resources, L.L.C. (1710); Green Country Supply, Inc. (2723); and Roadrunner Drilling, L.L.C. (2399). The Reorganized Debtors address is 701 Cedar Lake Blvd., Oklahoma City, OK Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection. RLF v.1

16 Case LSS Doc Filed 11/07/17 Page 3 of 7 and the Byford Declaration establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor; RLF v.1 IT IS HEREBY ORDERED THAT 1. The Objection is GRANTED and SUSTAINED as set forth herein. 2. Any response to the Objection not otherwise withdrawn, resolved, or adjourned is hereby overruled on its merits. 3. Each of the No Liability Claims listed on Exhibit A hereto is hereby DISALLOWED and EXPUNGED in its entirety. 4. The Claims Agent is directed to modify the Claims Register to comport with the relief granted by this Order. 5. The rights of the Reorganized Debtors to (i) file subsequent objections to any Claims listed in Exhibit A on any ground, (ii) amend, modify, and/or supplement the Objection, including, without limitation, the filing of objections to further amended or newly filed claims, (iii) seek expungement or reduction of any Claim to the extent all or a portion of such Claim has been paid, and (iv) settle any Claim for less than the asserted amount are preserved. 6. The Bankruptcy Court shall retain jurisdiction over any and all matters arising from or related to the interpretation or implementation of this Order. 7. Each Claim and the objections by the Reorganized Debtors to such Claim, as addressed in the Objection and set forth in Exhibit A hereto, constitute a separate contested matter as contemplated by Bankruptcy Rule 9014 and Local Rule This Order shall be deemed a separate Order with respect to each Claim that is subject to the Objection. Any stay of this Order pending appeal by any claimant whose Claim(s) are subject to this Order shall only apply to the contested matter that involves such claimant and shall not act to stay the 2

17 Case LSS Doc Filed 11/07/17 Page 4 of 7 applicability and/or finality of this Order with respect to the other contested matters addressed in the Objection and this Order. 8. Pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, made applicable in a contested matter by Rules 7054 and 9014 of the Federal Rules of Bankruptcy Procedure, the Bankruptcy Court hereby directs entry of a final judgment with respect to those claims objections as to which relief is entered by this Order, the Bankruptcy Court having determined that there is no just reason for delay in the entry of judgment on these matters. 9. The Reorganized Debtors, KCC, and the Clerk of the Bankruptcy Court are authorized to take all actions necessary and appropriate to give effect to this Order. Dated, 2017 Wilmington, Delaware THE HONORABLE LAURIE SELBER SILVERSTEIN UNITED STATES BANKRUPTCY JUDGE RLF v.1 3

18 Case LSS Doc Filed 11/07/17 Page 5 of 7 Exhibit A No Liability Claims

19 Case LSS Doc Filed 11/07/17 Page 6 of 7 Exhibit A Substantive Claim Objections Name of Claimant Date Claim Filed Claim Number Claim Amount Nature Debtor Name Airgas USA, LLC 07/19/ $15, General Unsecured Chaparral Energy, Inc. Atlas Tubular, LLC 06/24/ $57, General Unsecured Chaparral Energy, Inc. Bowie Independent School District 06/21/ $45.00 Secured Chaparral Energy, Inc. BROKEN ARROW ELECTRIC SUPPLY INC 07/28/ $18, General Unsecured Chaparral Energy, L.L.C. Caldwell, Jamie Paul 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Canadian Independent School District 09/20/ $122, Secured Chaparral Energy, Inc. Coxwell, Deloris 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Coxwell, Deloris, as Successor Trustee of the Maedean Caldwell Revocable Living Trust Dated 2/5/93 Coxwell, Deloris, as Successor Trustee of the Paul B. Caldwell Revocable Living Trust Dated 2/5/93 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Crane County 11/22/ $1, Secured Chaparral Energy, Inc. DAVIS, ALEXANDRA 08/10/ $18, General Unsecured Chaparral Energy, Inc. Ector CAD 05/24/ $1, Secured Roadrunner Drilling, L.L.C. Fayette County 03/06/ $2, Secured Chaparral Energy, L.L.C. Fox, Debra 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Godfrey, Vivian 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. HARPER COUNTY TREASURER 04/14/ $6, Admin Priority Chaparral Energy, Inc. HARPER COUNTY TREASURER 07/25/ $2, General Unsecured Chaparral Energy, Inc. Howard, Marvin and Carolyn 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Ketelsleger, David 08/02/ $393, General Unsecured Chaparral Energy, Inc. LANDRY, RIDLEY DECD 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, Inc. Larsen, Marsha Louetta 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Linden - Kildare ISD 05/26/ $ Secured Chaparral Exploration, L.L.C. Lipscomb County 09/20/ $1, Secured Chaparral Energy, Inc. Louisiana Department of Natural Resources, Office of Coastal Management 07/26/ $3, General Unsecured Chaparral Energy, L.L.C. LTI POWER SYSTEMS INC 08/17/ $13, General Unsecured Chaparral Energy, Inc. Mansfield, Jerry Winston 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. McLeod ISD 05/26/ $ Secured Chaparral Exploration, L.L.C. Midland Central Appraisal District, collecting property taxes 06/21/ $ Secured Chaparral Energy, Inc. for Midland Independent School District, Midland County Hospital Montgomery County 11/28/ $9, Secured Chaparral Resources, L.L.C. Murchison Oil & Gas, Inc. 08/22/ $74, Secured Chaparral Energy, L.L.C. Nickeson, Candace 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Parker Family Irrevocable Trust, Charles K. Parker, Jr., Trustee 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. QEP Energy Company, LLC 08/18/ $23, General Unsecured Chaparral Energy, L.L.C. Ramu, Barbara J. and Don 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Reagan County 06/10/ $ Secured Chaparral Energy, Inc. Robertson County 12/02/ $16, Secured CEI Pipeline, L.L.C. In re Chaparral Energy, Inc., et al., Case No (LSS) Page 1 of 2

20 Case LSS Doc Filed 11/07/17 Page 7 of 7 Exhibit A Substantive Claim Objections Name of Claimant Date Claim Filed Claim Number Claim Amount Nature Debtor Name S&K Direct Steel, LLC 06/14/ $29, General Unsecured Chaparral Energy, Inc. SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 08/19/ UNLIQUIDATED Secured Chaparral Energy, Inc. 08/19/ UNLIQUIDATED Secured CEI Acquisition, L.L.C. 08/19/ UNLIQUIDATED Secured CEI Pipeline, L.L.C. 08/19/ UNLIQUIDATED Secured Chaparral Exploration, L.L.C. 08/19/ UNLIQUIDATED Secured Chaparral Real Estate, L.L.C. 08/19/ UNLIQUIDATED Secured Chaparral Biofuels, L.L.C. 08/19/ UNLIQUIDATED Secured Chaparral CO2, L.L.C. 08/19/ UNLIQUIDATED Secured Chaparral Resources, L.L.C. 08/19/ UNLIQUIDATED Secured Green Country Supply, Inc. 08/19/ UNLIQUIDATED Secured Chaparral Energy, L.L.C. 08/19/ UNLIQUIDATED Secured Roadrunner Drilling, L.L.C. Scott, Linda Lee 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Seward Count Clerk / Seward County Treasurer 11/04/ UNLIQUIDATED Priority Chaparral Energy, Inc. Starn, Helen Janell 08/19/ UNLIQUIDATED General Unsecured Chaparral Energy, L.L.C. Victoria County 12/02/ $5, Secured Chaparral Real Estate, L.L.C. WALSH AND WATTS INC 07/25/ $4, General Unsecured Chaparral Energy, Inc. Wood County 12/06/ $ Secured Chaparral Energy, Inc. In re Chaparral Energy, Inc., et al., Case No (LSS) Page 2 of 2

21 Case LSS Doc Filed 11/07/17 Page 1 of 14 Exhibit 2 Byford Declaration

22 Case LSS Doc Filed 11/07/17 Page 2 of 14 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re CHAPARRAL ENERGY, INC., et al., Reorganized Debtors x Chapter 11 Case No (LSS) Jointly Administered DECLARATION OF LINDA BYFORD IN SUPPORT OF REORGANIZED DEBTORS THIRD OMNIBUS (SUBSTANTIVE) OBJECTION TO CERTAIN NO LIABILITY CLAIMS information and belief I, Linda Byford, declare that the following is true to the best of my knowledge, 1. I am the Associate Vice President Legal, Associate General Counsel, and Corporate Secretary of the above-captioned reorganized debtors (collectively, the Reorganized Debtors or the Company ). Consequently, I am familiar with the Reorganized Debtors day-to-day operations, business affairs, and the Books and Records. This declaration (the Declaration ) is submitted in support of the Reorganized Debtors Third Omnibus (Substantive) Objection to Certain No Liability Claims (the Objection ) filed contemporaneously herewith. 2 1 The Reorganized Debtors in these cases, along with the last four (or five digits, in cases in which multiple Debtors have the same last four digits) digits of each Debtor s federal tax identification number, are CEI Acquisition, L.L.C. (1817); CEI Pipeline, L.L.C. (6877); Chaparral Biofuels, L.L.C. (1066); Chaparral CO2, L.L.C. (1656); Chaparral Energy, Inc. (90941); Chaparral Energy, L.L.C. (20941); Chaparral Exploration, L.L.C. (1968); Chaparral Real Estate, L.L.C. (1655); Chaparral Resources, L.L.C. (1710); Green Country Supply, Inc. (2723); and Roadrunner Drilling, L.L.C. (2399). The Reorganized Debtors address is 701 Cedar Lake Blvd., Oklahoma City, OK Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.

23 Case LSS Doc Filed 11/07/17 Page 3 of Except as otherwise indicated, all statements in this Declaration are based upon (i) my personal knowledge, (ii) my review (or the review of persons under my supervision) of the Books and Records provided to me by the Reorganized Debtors present and former employees, the Schedules filed in the Chapter 11 Cases, the relevant Proofs of Claim, and the Claims Register, as well as relevant documents and other information prepared or collected by the Debtors and Reorganized Debtors employees or professionals, and/or (iii) my opinion based on my experience with the Debtors and Reorganized Debtors operations and financial condition. In making my statements based on my review of the Books and Records, relevant documents, and other information prepared or collected by the Reorganized Debtors employees, I have relied upon these employees accurately recording, preparing, or collecting such documentation and other information. I have access to the Books and Records. The Reorganized Debtors practice is to contemporaneously prepare and/or file documents and records, which are noted and recorded in the books, records, and/or files of the Reorganized Debtors and which are maintained and relied upon by the Reorganized Debtors in the ordinary course of business. 3. If I were called to testify as a witness in this matter, I could and would competently testify to each of the facts set forth herein based upon my personal knowledge, review of documents, or opinion. I am authorized to submit this Declaration on behalf of the Reorganized Debtors. The No Liability Claims 4. In the Objection, the Reorganized Debtors identified certain Claims for which the Reorganized Debtors believe, after reviewing the Claims and the Books and Records, that the Reorganized Debtors have no liability. These Claims are identified as No Liability Claims in the Objection. I respectfully submit the following detail for each of the aforementioned No Liability Claims. 2

24 Case LSS Doc Filed 11/07/17 Page 4 of 14 A. Claim Nos. 1644, 1652, 1656, 1659, 1663, 1664, 1665, 1666, 1711, 1713, 1715, 1720, 1726, and Claims Number 1644, 1652, 1656, 1659, 1663, 1664, 1665, 1666, 1711, 1713, 1715, 1720, 1726, and 1727 were filed by the following claimants in the following amounts and priorities Claim No. Claimant Claim Amount Priority 1644 Coxwell, Deloris, as Successor Trustee of the Unliquidated General Unsecured Maedean Caldwell Revocable Living Trust Dated 2/5/ Coxwell, Deloris Unliquidated General Unsecured 1656 Caldwell, Jamie Paul Unliquidated General Unsecured 1659 Fox, Debra Unliquidated General Unsecured 1663 Godfrey, Vivian Unliquidated General Unsecured 1664 Larsen, Marsha Louetta Unliquidated General Unsecured 1665 Nickeson, Candace Unliquidated General Unsecured 1666 Mansfield, Jerry Winston Unliquidated General Unsecured 1711 Howard, Marvin and Carolyn Unliquidated General Unsecured 1713 Coxwell, Deloris, as Successor Trustee of the Paul Unliquidated General Unsecured B. Caldwell Revocable Living Trust Dated 2/5/ Parker Family Irrevocable Trust, Charles K. Unliquidated General Unsecured Parker, Jr., Trustee 1720 Ramu, Barbara J. and Don Unliquidated General Unsecured 1726 Starn, Helen Janell Unliquidated General Unsecured 1727 Scott, Linda Lee Unliquidated General Unsecured 6. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of each of the above-listed Claims because all such Claims against the Debtors were settled pursuant to the settlement agreement which was approved by the Bankruptcy Court pursuant to the Order Approving Settlement Agreement by and among the Debtors and Certain Royalty Interest Holders [Docket No. 504]. The Reorganized Debtors have satisfied all of their obligations under the Bankruptcy Court-approved settlement agreement. Accordingly, the Reorganized Debtors have no liability on account of these Claims. 3

25 Case LSS Doc Filed 11/07/17 Page 5 of 14 B. Claim Nos. 1846, 1847, 1848, 1849, 1851, 1854, 1856, 1858, 1859, 1860, and Claims Number 1846, 1847, 1848, 1849, 1851, 1854, 1856, 1858, 1859, 1860, and 1861 were filed by the following claimants in the following claim amounts and priorities Claim Claimant No SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1847 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1848 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1849 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1851 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1854 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1856 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1858 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1859 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1860 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities 1861 SandRidge Exploration and Production, LLC and Certain of its Affiliates and Related Entities Claim Amount Unliquidated Unliquidated Unliquidated Unliquidated Unliquidated Unliquidated Unliquidated Unliquidated Unliquidated Unliquidated Unliquidated Priority Secured Secured Secured Secured Secured Secured Secured Secured Secured Secured Secured 8. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of each of the above-listed Claims because each of the above-listed Claims have been filed out of an abundance of caution to protect those claimants rights to seek payment of outstanding Joint Interest Billings ( JIBs ). 3 The Reorganized Debtors Books and Records indicate that there are no JIBs outstanding with 3 JIBs are payments made to an operator of an oil & gas well by holders of working interests in such well for such working interest owner s share of the costs and expenses incurred by the operator. 4

26 Case LSS Doc Filed 11/07/17 Page 6 of 14 respect to each of these claimants Claims. Accordingly, the Reorganized Debtors have no liability on account of these Claims. C. Claim Nos. 56, 2148, and Claims Number 56, 2148, and 2167 were filed by the following claimants in the following claim amounts and priorities Claim No. Claimant Claim Amount Priority 56 Reagan County $ Secured 2148 Crane County $1, Secured 2167 Wood County $ Secured 10. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of each of the above-listed Claims because these Claims relate to 2016 taxes on account of a property which was sold to Ram Energy LLC pursuant to that certain Asset Purchase and Sale Agreement by and between Chaparral Energy L.L.C. and Ram Energy LLC, dated as of April 25, Accordingly, the Reorganized Debtors do not own the underlying property on which the tax in these Claims is alleged, and therefore the Reorganized Debtors have no liability on account of these Claims. D. Claim Nos. 547, 2066, and Claims Number 547, 2066, and 2409 were filed by the following claimants in the following claim amounts and priorities Claim No. Claimant Claim Amount Priority 547 Harper County Treasurer $2, General Unsecured 2066 Lipscomb County $1, Secured 2409 Harper County Treasurer $6, Admin Priority 12. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of each of the above-listed Claims because these Claims relate to 2015 and 2016 taxes on account of a property which was 5

27 Case LSS Doc Filed 11/07/17 Page 7 of 14 sold to Continental Exploration LLC on March 1, 2015, pursuant to that certain General Assignment and Conveyance by and between Chaparral Energy, L.L.C. and Continental Explorations LLC, dated as of January 21, Accordingly, the Reorganized Debtors do not own the underlying property for on which the taxes in these Claims are alleged, and therefore the Reorganized Debtors have no liability on account of these Claims. E. Claim Nos. 16 and Claims Number 15 and 16 were filed by the following claimants in the following claim amounts and priorities Claim No. Claimant Claim Amount Priority 15 McLeod ISD $ Secured 16 Linden - Kildare ISD $ Secured 14. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of each of the above-listed Claims because these Claims relate to Chaparral Exploration Inc., an entity in Shreveport, Louisiana, which is not a Reorganized Debtor or affiliated with the Reorganized Debtors. These Claims have been filed erroneously against the Debtors, and the Reorganized Debtors have no liability on account of the above-listed Claims. F. The Remaining No Liability Claims. 15. Below is a list of the claim number, claimant, and priority for each of the remaining No Liability Claims. 6

28 Case LSS Doc Filed 11/07/17 Page 8 of 14 Claim No. Claimant Claim Amount Priority 13 Ector CAD $1, Secured 70 S&K Direct Steel, LLC $29, General Unsecured 84 Bowie Independent School District $45.00 Secured 85 Midland Central Appraisal District, $ Secured collecting property taxes for Midland Independent School District, Midland County Hospital 87 Atlas Tubular, LLC $57, General Unsecured 175 Airgas USA, LLC $15, General Unsecured 450 Walsh and Watts Inc. $4, General Unsecured 581 Louisiana Department of Natural $3, General Unsecured Resources, Office of Coastal Management 643 Broken Arrow Electrical Supply Inc. $18, General Unsecured 850 David Ketelsleger $393, General Unsecured 1151 Alexandra Davis $18, General Unsecured 1459 LTI Power Systems, Inc. $13, General Unsecured 1549 QEP Energy Company, LLC $23, General Unsecured 1838 Ridley Landry Decd Unliquidated General Unsecured 1944 Murchison Oil & Gas, Inc. $74, Secured 2062 Canadian Independent School District $122, Secured 2124 Seward Count Clerk / Seward County Unliquidated Priority Treasurer 2154 Montgomery County $9, Secured 2162 Robertson County $16, Secured 2164 Victoria County $5, Secured 2181 Fayette County $2, Secured 16. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of Proof of Claim No. 13 because this Claim relates to liabilities alleged against Road Runner Oil Co., an entity in Dallas, Texas, which is not a Reorganized Debtor or affiliated with the Reorganized Debtors. This Claim has been filed erroneously against the Debtors, and the Reorganized Debtors have no liability on account of this Claim. 17. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of Proof of Claim No. 70 7

29 Case LSS Doc Filed 11/07/17 Page 9 of 14 because this Claim contains invoices for materials which the Company returned to the claimant. Therefore the Reorganized Debtors have no liability on account of this Claim. 18. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of Proof of Claim No. 84 because this Claim relates to 2016 taxes on account of a property which was sold to Scout Energy Group, I, LLC pursuant to that certain Asset Purchase and Sale Agreement by and between Chaparral Energy L.L.C. and Scout Energy Group, I, LLC, dated as of April 3, Accordingly, the Reorganized Debtors do not own the underlying property for upon which the tax in the Claim is alleged, and therefore the Reorganized Debtors have no liability on account of this Claim. 19. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of Proof of Claim No. 85 because this Claim relates to vehicle property taxes in 2016 under Account #I However, the vehicles relating to the taxes at issue were sold in 2015 by the Company, and therefore the Reorganized Debtors have no liability on this Claim. 20. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of Proof of Claim No. 87 because the Reorganized Debtors have no record of receiving the pipes allegedly delivered by the claimant pursuant in the invoices attached to the Claim. Moreover, the invoices were not provided until four years after the purported pipe delivery. Therefore, the Reorganized Debtors have no liability on account of this Claim. 21. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of Proof of Claim No

30 Case LSS Doc Filed 11/07/17 Page 10 of 14 because this Claim relates to certain of the claimant s gas cylinders rented by the Company. All such cylinders have been returned to the claimant, and all invoices related to the rental while such cylinders were in the Company s possession have been paid. Therefore, the Reorganized Debtors have no liability on account of this Claim. 22. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of Proof of Claim No. 450 because this Claim relates to the disposal of salt water on account of certain wells that were sold by the Company to RKI Exploration & Production, LLC on April 8, The effective date of the sale was March 1, 2014, and RKI Exploration took over operations of the wells on June 1, The invoices attached to this Claim relates to disposal services dating as early as July 14, 2014 and as late as July 20, 2016, during this time the Company was no longer the owner of the underlying wells. Accordingly, the Reorganized Debtors have no liability on account of this Claim. 23. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of Proof of Claim No The Reorganized Debtors are unable to discern any basis on which this claimant may have a Claim against the Reorganized Debtors. Based upon the limited documentation provided in the Claim, the Reorganized Debtors believe that this Claim relates to Company-operated wells in Louisiana which were plugged or sold prior to the Petition Date, accordingly, the Reorganized Debtors have no liability on account the Claim. 24. The Reorganized Debtors review of their Books and Records reflects that the Reorganized Debtors have no liability due and owing on account of Proof of Claim No. 643 because the goods that were to be delivered pursuant to the invoice included in this Claim were 9