Second Supplemental Indenture



 Exhibit 4.3 
 SECOND SUPPLEMENTAL INDENTURE 
 to 

INDENTURE 

Dated as of January 18, 2007 
 among 
 CHAPARRAL ENERGY, INC. 

as Issuer, 

The GUARANTORS named therein 
 and 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Trustee 
  

 
 8.875% Senior
Notes due 2017 







 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of May 2, 2012, is by and among Chaparral Energy, Inc., a Delaware corporation (the “Issuer”), the Subsidiary 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, the Subsidiary Guarantors and the Trustee are parties to that certain Indenture dated as of January 18, 2007
(the “Original Indenture”), relating to the Company’s 8.875% Senior Notes due 2017 (the “Notes”), and the Original Indenture has been amended and supplemented by one Supplemental Indenture (the Original
Indenture, as so amended and supplemented, being referred to herein as the “Indenture”); 
 WHEREAS,
$325,000,000 aggregate principal amount of Notes are currently outstanding; 
 WHEREAS, Section 9.2 of the Indenture
provides that, with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer for Notes), the Issuer, the Subsidiary
Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions); 

WHEREAS, the Issuer desires and has requested the Trustee to join with it and the Subsidiary Guarantors in entering into this
Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.2 of the Indenture; 
 WHEREAS, the Issuer has been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated
April 18, 2012 and the Consent and Letter of Transmittal (which together, including any amendments, modifications or supplements thereto, constitute the “Tender Offer”); and 

WHEREAS, (1) the Issuer has received the consent of the Holders of at least a majority in principal amount of the outstanding Notes
(excluding any Notes owned by the Issuer or any of its Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Issuer has
delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.6 of the Indenture and (3) the Issuer and the
Subsidiary Guarantors have satisfied all other conditions required under Article IX of the Indenture to enable the Issuer, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture. 

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and
ratable benefit of the Holders of the Notes, as follows: 
 ARTICLE I 

AMENDMENTS TO INDENTURE AND NOTES 
 Section 1.1 Amendments to Articles Four, Five and Six. The Indenture is hereby amended by deleting the following Sections or clauses of the Indenture and all references and definitions
related thereto in their entirety: 
 Section 4.4 (Payment of Taxes and Other Claims); 

Section 4.5 (Maintenance of Properties and Insurance); 
 Section 4.6 (Compliance Certificate; Notice of Default); 
 Section 4.8
(Reports to Holders), except as required by Section 314(a) of the TIA; 
 Section 4.9 (Waiver of Stay, Extension or
Usury Laws); 
 Section 4.10 (Limitation on Restricted Payments); 

Section 4.11 (Limitations on Affiliate Transactions); 







 Section 4.12 (Limitation on Incurrence of Indebtedness and Preferred Stock);

 Section 4.13 (Limitation on Restrictions on Distributions from Restricted Subsidiaries); 

Section 4.14 (Payments for Consents); 
 Section 4.15 (Change of Control); 
 Section 4.16 (Limitation on Sales of
Assets and Subsidiary Stock); 
 Section 4.18 (Limitation on Liens); 

Section 4.19 (Limitation on Lines of Business); 
 Section 4.20 (Additional Subsidiary Guarantees); 
 Clauses (2) and
(3) of Section 5.1 (Merger, Consolidation and Sale of Assets); and 
 Clauses (6) and (8) of Section 6.1
(Events of Default). 
 Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all
provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture. 
 ARTICLE II

 MISCELLANEOUS PROVISIONS 
 Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this
Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. 
 Section 2.2
Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument,
except that in the case of conflict the provisions of this Supplemental Indenture shall control. 
 Section 2.3
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 2.4 Successors. All agreements of the Issuer and the Subsidiary Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of
the Trustee in this Supplemental Indenture shall bind its successors. 
 Section 2.5 Duplicate Originals. All
parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of
signatures on this Supplemental Indenture via telecopy or other form of electronic transmission. 
 Section 2.6
Severability. In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 

Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental
Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuer and the Subsidiary Guarantors, and the Trustee
makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. 







 Section 2.8 Effectiveness. The provisions of this Supplemental Indenture
shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become operative only upon the purchase by the Issuer, pursuant
to the Tender Offer, of at least a majority in principal amount of the outstanding Notes (excluding any Notes owned by the Issuer or any of its Affiliates), with the result that the amendments to the Indenture effected by this Supplemental Indenture
shall be deemed to be revoked retroactive to the date hereof if such purchase shall not occur. The Issuer shall notify the Trustee promptly after the occurrence of such purchase or promptly after the Issuer shall determine that such purchase will
not occur. 
 Section 2.9 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered
after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be stamped,
imprinted or otherwise legended by the Issuer, with a notation as follows: 
 “Effective as of May 2,
2012, certain restrictive covenants of the Issuer and certain Events of Default have been eliminated or limited, as provided in the Second Supplemental Indenture, dated as of May 2, 2012. Reference is hereby made to such Second Supplemental
Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.” 

Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not affect the
construction thereof. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above. 
  

			
	CHAPARRAL ENERGY, INC.
		
	By:	 	/s/ Mark A. Fischer
	 Name:
 Title:
	 	 Mark A. Fischer
 President
and Chief Executive Officer



  

			
	 GUARANTORS:
  

CHAPARRAL ENERGY, L.L.C.
 CHAPARRAL
RESOURCES, L.L.C.
 CHAPARRAL CO2, L.L.C.
 CEI ACQUISITION, L.L.C.
 CEI PIPELINE, L.L.C.

CHAPARRAL EXPLORATION, L.L.C.

ROADRUNNER DRILLING, L.L.C.
 CHAPARRAL
REAL ESTATE, L.L.C.

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

Manager



  

			
	 GREEN COUNTRY SUPPLY, INC.

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

President



  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Patrick Giordano
	 Name:
 Title:
	 	 Patrick Giordano
 Vice
President