Item 1.01 Entry into a Material Definitive Agreement
Forbearance Agreement from Lenders under Credit Agreement. As previously
reported, on
On
Pursuant to the Lender Forbearance Agreement, the Lenders agreed, during the
forbearance period, to forbear from exercising any remedies under the Credit
Agreement for any default or event of default resulting from any failure by the
Company or any of its subsidiaries to make all or any part of the required
interest payment due on
The forbearance period under the Lender Forbearance Agreement began on
The First Amendment replaced the original early termination milestones with the
requirement that on
The Second Amended also added an additional early termination milestone relating
to the forbearance or waiver by holders of the Notes with respect to any event
of default under the indenture for the Notes (as amended, supplemented or
otherwise modified from time to time, the "Indenture") arising from the
Company's failure to pay the
Forbearance and Waiver Agreement with Certain Noteholders. Effective as of
Under the terms of the Indenture, if an event of default under the Indenture were to occur relating to the August Deficiency Payment, the principal, of, premium, if any, and accrued and unpaid interest, if any, on all the Notes shall be subject to acceleration as follows. The trustee under the Indenture (the "Trustee") may accelerate such amounts by notice to the Company. In addition, upon receipt of a notice to the Company and the Trustee from the holders of at least 25% in aggregate principal amount of the outstanding Notes, the Trustee is required to accelerate such amounts. However, the holders of at least a majority in principal amount of the outstanding Notes may waive
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all past defaults (except with respect to nonpayment of principal, premium, if any, or interest, if any, on the Notes) and rescind any such acceleration with respect to the Notes and its consequences if (i) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing events of default under the Indenture, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived.
The forbearance period under the Noteholder Forbearance Agreement began on
The Noteholder Forbearance Agreement does not provide for any forbearance or waiver by the Noteholders with respect to the event of default other than with respect to the August Deficiency Payment, including with respect to any event of default that would occur under the Indenture if such interest payment is not made prior to the end of the grace period. The Company is engaged in discussions with its lenders and noteholders regarding the terms of a potential comprehensive restructuring of its indebtedness.
Incorporation by Reference. The foregoing descriptions of the Lender Forbearance Agreement, the First Amendment, the Second Amendment and Noteholder Forbearance Agreement are summaries only, do not purport to be complete, and are qualified in their entirety by reference to:
• the complete text of the Lender Forbearance Agreement, which was filed as Exhibit 99.1 to our Current Report on Form 8-K filed onJuly 15, 2020 ; • the complete text of the First Amendment, which was filed as Exhibit 99.1 to our Current Report on Form 8-K filed onJuly 27, 2020 ; • the complete text of the Second Amendment, which is filed as Exhibit 99.1 to this Current Report, each of which is incorporated by reference herein; and • the complete text of the Noteholder Forbearance Agreement, which is filed as Exhibit 99.2 to this Current Report;
each of which is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
Exhibit No. Description 99.1 Second Amendment to Forbearance Agreement dated as ofJuly 29, 2020 , by and among theChaparral Energy, Inc. , the subsidiary guarantors party thereto, certain Lenders identified therein, and Royal Bank of Canada, asAdministrative Agent and Issuing Bank . 99.2 Forbearance and Waiver Agreement dated as ofJuly 30, 2020 , by and amongChaparral Energy, Inc. , the subsidiary guarantors party thereto, and certain noteholders identified therein. 3
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