Case 16-11144-LSS Doc 587 Filed 11/23/16 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ----------------------------------------------------- In re CHAPARRAL ENERGY, INC., et al., Debtors. 1 ----------------------------------------------------- x x Chapter 11 Case No. 16-11144 (LSS) Jointly Administered Re Docket No. 579 NOTICE OF FILING COMPANY DISCLOSURE SCHEDULES IN CONNECTION WITH THE BACKSTOP COMMITMENT AGREEMENT PLEASE TAKE NOTICE that, on November 23, 2016, the above-captioned debtors and debtors in possession (collectively, the Debtors ) filed the Debtors Motion for Order (A) Authorizing the Debtors to (I) Conduct Rights Offering, (II) Enter Into Backstop Commitment Agreement and (III) Pay Fees and Expenses Associated Therewith and (B) Approving Subscription Form [Docket No. 579] (the Motion ) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ). Also filed with the Motion was the backstop commitment agreement between the Debtors and the commitment parties (the Backstop Commitment Agreement ), attached as Exhibit B to the Motion. PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit 1, are the Company Disclosure Schedules (as defined in the Backstop Commitment Agreement). 1 The Debtors in these cases, along with the last four digits (or five digits, in cases in which multiple Debtors have the same last four 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 Debtors address is 701 Cedar Lake Blvd., Oklahoma City, OK 73114. RLF1 15896856v.2
Case 16-11144-LSS Doc 587 Filed 11/23/16 Page 2 of 2 Dated November 23, 2016 Wilmington, Delaware /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) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King St. Wilmington, Delaware 19801 Telephone 302-651-7700 Fax 302-651-7701 E-mail collins@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 10022-4834 Telephone 212-906-1200 Fax 212-751-4864 Email richard.levy@lw.com keith.simon@lw.com david.mcelhoe@lw.com Counsel for Debtors and Debtors in Possession RLF1 15896856v.2 2
Case 16-11144-LSS Doc 587-1 Filed 11/23/16 Page 1 of 5 EXHIBIT 1 RLF1 15896856v.2
Case 16-11144-LSS Doc 587-1 Filed 11/23/16 Page 2 of 5 DISCLOSURE SCHEDULE OF CHAPARRAL ENERGY, INC. TO BACKSTOP COMMITMENT AGREEMENT between CHAPARRAL ENERGY, INC., EACH OF THE OTHER CHAPARRAL PARTIES LISTED ON SCHEDULE 1 THERETO and THE COMMITMENT PARTIES PARTY THERETO Dated as of November [ ], 2016 LA\4340481.2
Case 16-11144-LSS Doc 587-1 Filed 11/23/16 Page 3 of 5 The following disclosure schedule (the Chaparral Disclosure Schedule ) sets forth exceptions and qualifications to, and/or disclosures required pursuant to, the representations, warranties and covenants of Chaparral Energy, Inc., a Delaware corporation (the Company ), as contained in the Backstop Commitment Agreement, dated as of November [ ], 2016 (the Backstop Commitment Agreement ), between the Company, each of the Company s subsidiaries listed on Schedule 1 thereto and each of the Commitment Parties listed on Schedule 2 thereto. Capitalized terms used but not defined herein have the meanings given to them in the Backstop Commitment Agreement unless otherwise specified. The inclusion of an item in a Section of the Chaparral Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by the Company that such item represents an exception or material fact, event or circumstance or that such item constitutes a Material Adverse Effect. Without limiting the foregoing, no reference to or disclosure in the Chaparral Disclosure Schedule relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Any fact or item that is disclosed in any Section of the Chaparral Disclosure Schedule in a way as to make its relevance or applicability to information called for by any other Section of the Chaparral Disclosure Schedule reasonably apparent shall be deemed to be disclosed in such other Section of the Chaparral Disclosure Schedule, notwithstanding the omission of a reference or cross-reference thereto. The items and information reflected in the Chaparral Disclosure Schedule are not necessarily limited to matters required by the Backstop Commitment Agreement to be reflected. Such additional items and information are set forth for informational purposes only and the Chaparral Disclosure Schedule does not necessarily include other matters of a similar nature. In some cases, the Company has not undertaken to describe the contents of documents referred to in the Chaparral Disclosure Schedule. Instead, a reference to such a document is deemed to include the text of such document in its entirety. Furthermore, the reference to any such document is deemed to include any and all exhibits, schedules and other attachments to such document. In no event shall the listing or disclosure of matters or items in the Chaparral Disclosure Schedule be deemed or interpreted to broaden or otherwise amplify the representations and warranties of the Company contained in the Backstop Commitment Agreement, and nothing in the Chaparral Disclosure Schedule shall influence the construction or interpretation of any representations and warranties contained in the Backstop Commitment Agreement, except, in each case, to the extent expressly provided for in the Backstop Commitment Agreement. LA\4340481.2 1
Case 16-11144-LSS Doc 587-1 Filed 11/23/16 Page 4 of 5 SCHEDULE 1.11 Permitted Liens 1. Amended and Restated Mortgage, Security Agreement, Financing Statement and Assignment of Leases dated as of December 23, 2008 by Chaparral Real Estate, L.L.C. in favor of Arvest Bank (as amended) US-DOCS\73393052.2 2
Case 16-11144-LSS Doc 587-1 Filed 11/23/16 Page 5 of 5 SCHEDULE 4.13 Legal Proceedings 1. Naylor Farms, Inc., individually and as class representative on behalf of all similarly situated persons v. Chaparral Energy, L.L.C. 2. Amanda Dodson, individually and as class representative on behalf of all similarly situated persons v. Chaparral Energy, L.L.C. 3. Martha Donelson and John Friend, on behalf of themselves and on behalf of all similarly situated persons v. Chaparral Energy, L.L.C. 4. Lisa West and Stormy Hopson, individually and as class representatives on behalf of all similarly situated persons v. Chaparral Energy, L.L.C. US-DOCS\73393052.2 3