Third Supplemental Indenture




 EXHIBIT 4.5 
  
  
 THIRD SUPPLEMENTAL INDENTURE 
  
 to 
  

 INDENTURE 
  
 Dated as of December 1, 2005 
  
 among 
  
 CHAPARRAL ENERGY, INC.

  
 as Issuer, 
  
 The GUARANTORS named therein 
  
 and 
  

 WELLS FARGO BANK, NATIONAL ASSOCIATION 
  
 as Trustee 
  

  
 8 1/2% Senior Notes due 2015 
  

 








  
 THIRD SUPPLEMENTAL INDENTURE 

  
         This THIRD SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of July 30, 2007 and effective as of April 16, 2007, among Green Country Supply, Inc., an Oklahoma corporation (the “New Guarantor”), a subsidiary of Chaparral Energy,
Inc. (or its successor), a Delaware corporation (the “Issuer”), the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and Wells Fargo Bank, National Association, as trustee under the
Indenture referred to below (the “Trustee”). 
  
 W I T N
E S S E T H : 
  
         WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture, dated as of December 1, 2005, as amended by that certain First Supplemental Indenture, dated as of
August 24, 2006, as amended by that certain Second Supplemental Indenture, dated as of October 31, 2006 (as such may be amended from time to time, the “Indenture”), providing for the issuance of its 8 1/2% Senior Notes due 2015 (the “Notes”); 
  
         WHEREAS under certain circumstances the Issuer is required pursuant to Section 4.20 of the
Indenture to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture on the
terms set forth in the Indenture; and 
  
         WHEREAS pursuant to Section 9.1 of the Indenture, the Trustee, the Issuer and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture 
  
         NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 
  
         1. Definitions. (a) Capitalized terms used
herein without definition shall have the meanings assigned to them in the Indenture. 
  
         (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein
shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular section hereof. 
  
         2. Denominations of Senior Notes. The New Guarantor hereby agrees, jointly and severally with all other Guarantors, to guarantee the Issuer’s obligations under the Notes on the
terms and subject to the conditions set forth in Article 12 of the Indenture and to be bound by all other applicable provisions of the Indenture. From and after the date hereof, the New Guarantor shall be a Subsidiary Guarantor for all purposes
under the Indenture and the Notes 
  
  








         3. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. 
  
         4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
  
         5. Trustee Makes No Representation. The Trustee
shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer. 
  
         6. Multiple Counterparts. The parties may sign
multiple counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent one and the same agreement. 
  

         7. Headings. The headings of this Supplemental Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 
  
 [Signatures on following pages] 
  
  

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         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written. 
  

			
	CHAPARRAL ENERGY, INC.
		
	 By:
	 	/s/ Mark A. Fischer
	 Name: Mark A. Fischer
 Title: President and Chief Executive Officer
  
 EXISTING GUARANTORS:
  
 CHAPARRAL ENERGY, L.L.C.
 NORAM PETROLEUM, L.L.C.
 CHAPARRAL RESOURCES, L.L.C.
 CHAPARRAL CO2, L.L.C.
 CHAPARRAL TEXAS, L.P.




			
	         By: CHAPARRAL ENERGY, L.L.C., 
               its general partner

	 CEI ACQUISITION, L.L.C.
 JMG OIL & GAS, LP

         By: CHAPARRAL ENERGY, L.L.C., 
               its general partner




			
	CEI PIPELINE, L.L.C.
		
	 By:
	 	/s/ Mark A. Fischer
	 Name: Mark A. Fischer
 Title: Manager
  
 CALUMET OIL COMPANY
 TRIUMPH TOOLS & SUPPLY, L.L.C.
 CHAPARRAL REAL ESTATE, L.L.C.

		
	 By:
	 	/s/ Mark A. Fischer
	 Name: Mark A. Fischer
 Title: President



  
  

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	 NEW GUARANTOR:
  
 GREEN COUNTRY SUPPLY, INC.

		
	 By:
	 	/s/ Mark A. Fischer
	 Name: Mark A. Fischer
 Title: President



  

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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	 By:
	 	/s/ John C. Stohlmann
	 Name: John C. Stohlmann
 Title: Vice President



  

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