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Exhibit 10.1
Execution Copy
MERGER TERMINATION AGREEMENT
This MERGER TERMINATION AGREEMENT (" Agreement ") is
entered into as of the 16th day of December, 2008, by and among
Chaparral Energy, Inc., a Delaware corporation ("
Parent "), Chaparral Exploration, L.L.C., a Delaware limited
liability company and a wholly owned subsidiary of Parent ("
Sub ," and together with Parent, the " Parent Parties
"), and Edge Petroleum Corporation, a Delaware corporation ("
Edge ").
I.
RECITALS
1.1 On
July 14, 2008, Parent, Sub and Edge executed that certain
Agreement and Plan of Merger (the " Merger Agreement ")
pursuant to which Edge would be merged with and into Sub pursuant
to the terms and conditions set forth in the Merger Agreement.
1.2
After due consideration, the Parent Parties and Edge believe that
the closing conditions set forth in the Merger Agreement will not
be met on or before the Outside Date (as defined in the Merger
Agreement), and desire to terminate the Merger Agreement, effective
upon execution of this Agreement, by mutual written agreement
pursuant to Section 7.1(a) of the Merger Agreement.
1.3
Parent and Edge having determined to enter into this Agreement, on
December 16, 2008, Parent, Edge, Magnetar Financial LLC (on
behalf of itself and its Affiliates (as defined therein), "
Magnetar "), Investment Partners II (B), LLC ("
Investment Partners "), QRA SR, LLC (" QRA "),
Triangle Peak Partners Private Equity, LP (" Triangle Peak
"), and, together with Magnetar, Investment Partners and QRA, the "
Series B Investors ") and Post Oak Energy Capital, LP
(" Post Oak ") executed a Termination and Settlement
Agreement, pursuant to which, among other things, (i) Parent
and the Series B Investors terminated the Stock Purchase
Agreement dated July 14, 2008 by and between Parent and
Magnetar and related assignment and assumption agreements with the
Series B Investors, (ii) Parent and Post Oak terminated
that certain Letter of Intent dated June 16, 2008,
(iii) the parties agreed to specified release and
indemnification provisions, (iv) Parent granted Magnetar
Financial LLP an option to invest in Parent’s common stock
and (v) Magnetar, on behalf of the Series B Investors and
Post Oak, agreed to make a $5.0 million payment to Chaparral
in respect of the termination, $1.5 million of which Parent has
directed Magnetar to pay to Edge on Parent’s behalf to
reimburse Edge for certain expenses.
NOW, THEREFORE, in consideration of the premises and mutual
promises and covenants herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
II.
TERMS OF TERMINATION
2.1
Termination of the Merger Agreement. Upon
execution of this Agreement, the Merger Agreement, including,
without limitation, provisions of the Merger Agreement that by
their terms would otherwise have survived termination of the Merger
Agreement, is terminated and shall be of no further force and
effect.
2.2
Confidentiality. Parent and Edge shall each
file this Agreement as an exhibit to a current report on
Form 8-K to be filed by each of Parent and Edge announcing the
execution of this Agreement. The Parent Parties and Edge hereby
agree that the Confidentiality Agreements dated March 17, 2008
and April 17, 2008 by and between Edge and Parent shall
survive according to their respective terms.
2.3
Release by the Parent Parties. Upon full compliance
with and performance of the terms stated herein, the Parent
Parties, on their own behalf and, to the fullest extent allowed by
law, on behalf of those claiming through them, hereby agree to and
shall release and discharge Edge and its subsidiaries and
affiliates, and their respective directors, officers, employees,
shareholders, predecessors, heirs, successors, assigns, agents and
representatives (collectively, the " Edge Released Parties
"), from any and all claims, liabilities, demands and causes of
action known or unknown, fixed or contingent, except for any
obligations created by this Agreement, that they now have against
the Edge Released Parties or that might subsequently accrue to them
against any of the Edge Released Parties by reason of any matter or
thing arising out of or in any way related with the Merger
Agreement. Notwithstanding anything to the contrary herein,
the Parent Parties are not releasing or discharging Edge from any
obligation (i) created by this Agreement, (ii) arising
under the Confidentiality Agreements dated March 17, 2008 and
April 17, 2008 by and between Edge and Parent or
(iii) relating to the El Fortunado prospect agreement between
Chaparral Energy, L.L.C. and Edge Petroleum Exploration Company
dated August 19, 2008, as amended on November 25,
2008.
2.4
Release by Edge. Upon full compliance with and
performance of the terms stated herein, Edge, on its own behalf
and, to the fullest extent allowed by law, on behalf of those
claiming through it, hereby agrees to and shall release and
discharge the Parent Parties and their subsidiaries and affiliates,
and their respective directors, officers, employees, shareholders,
predecessors, heirs, successors, assigns, agents and
representatives (co
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