in the united states bankruptcy court for the …bankruptcy code. no trustee, examiner, or statutory...

26719106.1

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

------------------------------------------------------------ x

In re : Chapter 11

:

CHISHOLM OIL AND GAS OPERATING, : Case No. 20–11593 (BLS)

LLC, et al., :

Debtors.1 :

:

:

(Jointly Administered)

Obj. Deadline: July 28, 2020 at 4:00 p.m. (ET)

------------------------------------------------------------ x Hearing Date: August 4, 2020 at 12:00 p.m. (ET)

NOTICE OF MOTION

TO: (I) THE OFFICE OF THE UNITED STATES TRUSTEE FOR THE DISTRICT OF

DELAWARE; (II) THE HOLDERS OF THE 30 LARGEST UNSECURED CLAIMS

AGAINST THE DEBTORS ON A CONSOLIDATED BASIS; (III) COUNSEL TO THE

RBL AGENT; (IV) COUNSEL TO THE RBL COLLATERAL AGENT; (V) COUNSEL

TO THE TERM LOAN LENDER; (VI) COUNSEL TO THE TERM LOAN AGENT;

(VII) COUNSEL TO THE CONSENTING SPONSORS; AND (VIII) ANY PARTY

THAT HAS REQUESTED NOTICE PURSUANT TO BANKRUPTCY RULE 2002

PLEASE TAKE NOTICE that Chisholm Oil and Gas Operating, LLC and its debtor

affiliates, as debtors and debtors in possession (the “Debtors”) have filed the attached Motion of

Debtors Pursuant to 11 U.S.C. §§ 502, 1125, 1126, and 1128 and Fed. R. Bankr. P. 2002, 3017,

3018, and 3020 for Entry of Order (I) Approving Disclosure Statement, (II) Establishing

Solicitation, Voting, and Related Procedures, (III) Scheduling Confirmation Hearing, (IV)

Establishing Notice and Objection Procedures for Confirmation of Plan, (V) Approving Debtors’

Proposed Cure Procedures for Unexpired Leases and Executory Contracts, and (VI) Granting

Related Relief (the “Motion”).

PLEASE TAKE FURTHER NOTICE that any objections to the Motion must be filed

on or before July 28, 2020 at 4:00 p.m. (ET) (the “Objection Deadline”) with the United States

Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington,

Delaware 19801. At the same time, you must serve a copy of the objection upon the undersigned

proposed counsel to the Debtors so as to be received on or before the Objection Deadline.

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification

number, as applicable, are Chisholm Oil and Gas Operating II, LLC (8730); Chisholm Oil and Gas Operating, LLC

(5382); Cottonmouth SWD, LLC (9849); Chisholm Oil and Gas Nominee, Inc. (1558); and Chisholm Oil and Gas

Management II, LLC (8174). The Debtors’ mailing address is 1 West Third Street, Suite 1700, Tulsa, OK 74103.

BOLIV

FreeText

Docket No. 88Filed 7/1/20�

2

26719106.1

PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE

MOTION WILL BE HELD ON AUGUST 4, 2020 AT 10:00 P.M. (ET) BEFORE THE

HONORABLE BRENDAN L. SHANNON AT THE UNITED STATES BANKRUPTCY

COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6TH

FLOOR, COURTROOM NO. 1, WILMINGTON, DELAWARE 19801.

PLEASE TAKE FURTHER NOTICE THAT, IF YOU FAIL TO RESPOND IN

ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF

REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING.

Dated: July 1, 2020

Wilmington, Delaware

/s/ S. Alexander Faris

YOUNG CONAWAY STARGATT & TAYLOR, LLP

M. Blake Cleary (No. 3614)

Jaime Luton Chapman (No. 4936)

S. Alexander Faris (No. 6278)

Rodney Square

1000 North King Street

Wilmington, Delaware 19801

Telephone: (302) 571-6600

Facsimile: (302) 571-1253

Emails: [email protected]

[email protected]

[email protected]

-and-

WEIL, GOTSHAL & MANGES LLP

Matthew S. Barr (admitted pro hac vice)

Kelly DiBlasi (admitted pro hac vice)

Lauren Tauro (admitted pro hac vice)

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Proposed Attorneys for Debtors

and Debtors in Possession



------------------------------------------------------------ x

In re : Chapter 11

:


LLC, et al., :

Debtors.1 : (Jointly Administered)

:

: Objection Deadline: July 28, 2020 at 4:00 p.m. (ET)

------------------------------------------------------------ x Hearing Date: August 4, 2020 at 10:00 a.m. (ET)

MOTION OF DEBTORS PURSUANT TO 11 U.S.C. §§ 502, 1125, 1126, AND 1128

AND FED. R. BANKR. P. 2002, 3017, 3018, AND 3020 FOR ENTRY OF ORDER

(I) APPROVING DISCLOSURE STATEMENT, (II) ESTABLISHING

SOLICITATION, VOTING, AND RELATED PROCEDURES, (III) SCHEDULING

CONFIRMATION HEARING, (IV) ESTABLISHING NOTICE AND OBJECTION

PROCEDURES FOR CONFIRMATION OF PLAN, (V) APPROVING DEBTORS’

PROPOSED CURE PROCEDURES FOR UNEXPIRED LEASES AND

EXECUTORY CONTRACTS, AND (VI) GRANTING RELATED RELIEF

Chisholm Oil and Gas Operating, LLC and its debtor affiliates, as debtors and

debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”),

respectfully represent as follows in support of this motion (the “Motion”):

Background

1. On June 17, 2020 (the “Petition Date”), the Debtors each commenced with

the Court a voluntary case under chapter 11 of title 11 of the United States Code

(the “Bankruptcy Code”). The Debtors are authorized to continue to operate their business and

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code. No trustee, examiner, or statutory committee of creditors has been appointed

in these chapter 11 cases.





2

2. The Debtors’ chapter 11 cases have been jointly administered for procedural

purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”) and Rule 1015-1 of the Local Rules of Bankruptcy Practice and

Procedure of the United States Bankruptcy Court for the District of Delaware (the “Local Rules”).

3. Additional information regarding the Debtors’ business and capital

structure and the circumstances leading to the commencement of these chapter 11 cases is set forth

in the Declaration of Matthew J. Henry in Support of Debtors’ Chapter 11 Petitions and First Day

Relief, dated June 18, 2020 [Docket No. 15] (the “Henry Declaration”).2

Jurisdiction

4. The Court has jurisdiction to consider this matter pursuant to

28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference entered by the United

States District Court for the District of Delaware, dated February 29, 2012. This is a core

proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before the Court pursuant to

28 U.S.C. §§ 1408 and 1409.

5. Pursuant to Local Rule 9013-1(f), the Debtors consent to the entry of a final

order by the Court in connection with this Motion to the extent that it is later determined that the

Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article

III of the United States Constitution.

Relief Requested

6. By this Motion, pursuant to sections 502, 1125, 1126, and 1128 of the

Bankruptcy Code, Bankruptcy Rules 2002, 3017, 3018, and 3020, and Local Rules 2002-1, 3017-

1, and 9006-1, the Debtors request entry of an order:

2 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Henry

Declaration, the Plan (as defined below), or the Disclosure Statement (as defined below), as applicable.

3

i. approving the Disclosure Statement for Joint Chapter 11 Plan of

Reorganization of Chisholm Oil and Gas Operating, LLC and its Affiliated

Debtors, filed contemporaneously herewith [Docket No. 86] (as may be

amended, modified, or supplemented from time to time, the “Disclosure

Statement”) as containing adequate information pursuant to section 1125

of the Bankruptcy Code;

ii. scheduling a hearing (the “Confirmation Hearing”) to consider

confirmation of the Joint Chapter 11 Plan of Reorganization of Chisholm

Oil and Gas Operating, LLC and its Affiliated Debtors, filed

contemporaneously herewith [Docket No. 85] (as may be amended,

modified, or supplemented from time to time, the “Plan”);

iii. approving the below described solicitation and tabulation procedures for the

Plan;

iv. approving the Ballots (as defined below);

v. approving the notice of and objection and confirmation procedures in

connection with the Confirmation Hearing;

vi. approving the Debtors’ proposed Cure Procedures (as defined below) for

treatment of unexpired leases and executory contracts pursuant to the Plan;

and

vii. granting related relief.

7. A proposed form of order granting the relief requested herein is annexed

hereto as Exhibit A (the “Proposed Order”).

8. The following table summarizes the relevant dates requested in the Motion

(subject to the Court’s calendar):

4

Event Deadline

Voting Record Date August 4, 2020

Solicitation Date No later than three business days after

entry of Proposed Order

Supplemental Solicitation Date No later than three business days after

General Bar Date

Rule 3018 Motion Deadline August 29, 2020 at 4:00 p.m. (Prevailing

Eastern Time)

Deadline to file Claim Objection or Request

to Estimate Claim for Voting Purposes September 1, 2020 at 4:00 p.m. (Prevailing

Eastern Time)

Plan Supplement Filing Date September 1, 2020 at 4:00 p.m. (Prevailing

Eastern Time)

Voting Deadline September 8, 2020 at 4:00 p.m. (Prevailing

Eastern Time)

Plan Objection Deadline September 8, 2020 at 4:00 p.m. (Prevailing

Eastern Time)

Deadline to File (i) Reply to Plan Objection(s)

(ii) Brief in Support of Plan Confirmation,

(iii) Declarations in Support of Confirmation,

and (iv) Voting Certification

September 18, 2020 at 4:00 p.m.

(Prevailing Eastern Time)

Confirmation Hearing September 23, 2020] at 10:00 a.m.

(Prevailing Eastern Time)

9. Also, summarized below are the attachments and exhibits cited throughout

this Motion:

Document Exhibit

Proposed Order Exhibit A to this Motion

Confirmation Hearing Notice Exhibit 1 to the Proposed Order

Form of Class 3 Ballot (RBL Claims) Exhibit 2-A to the Proposed Order

Form of Class 4 Ballot (General Unsecured Claims) Exhibit 2-B to the Proposed Order

Form of Class 5 Ballot (Convenience Class Claims) Exhibit 2-C to the Proposed Order

Form of Class 7 Ballot

(Chisholm Parent Equity Interests) Exhibit 2-D to the Proposed Order

5

Proposed Restructuring

10. The Plan implements the terms of the restructuring agreed to by the Debtors

with their key stakeholders. Specifically, on June 15, 2020, after extensive negotiations, the

Debtors executed a restructuring support agreement (the “RSA”) with (i) the lenders under the

RBL Agreement (the “Consenting Creditors”), which hold 99.6% of the claims arising under the

RBL Agreement, and (ii) Chisholm Oil and Gas, LLC and Gastar Holdco LLC (collectively,

the “Consenting Sponsors”), which indirectly hold 100% of the outstanding equity interests in

the Debtors. Annexed as Exhibit A to the RSA is a term sheet (the “RSA Term Sheet”) that

provides for the agreed upon restructuring terms, which have been incorporated in the Plan and set

a path toward confirmation that will allow the Debtors to emerge from these chapter 11 cases as a

stronger company and to continue as a going concern.

11. The Plan will restructure the Debtors’ balance sheet by (i) refinancing a

portion of the claims under the RBL Agreement (the “RBL Claims”) with new debt in the form

of a first-lien second-out exit facility, (ii) equitizing the remaining RBL Claims, (iii) either

equitizing or cancelling the claims under the Term Loan Agreement (the “Term Loan Claims”),

and (iv) cancelling existing equity interests. The Restructuring Transaction offers a distribution

in the form of equity and warrants to the holders of allowed Term Loan Claims, holders of allowed

general unsecured claims, and holders of equity interests in Chisholm Oil and Gas Operating II,

LLC if such classes of claims and interests vote in favor of the Plan. Pursuant and subject to the

terms of the RSA, the Consenting Creditors and Consenting Sponsors agreed to vote in favor of

and support confirmation of a chapter 11 plan embodying the restructuring transaction described

in the RSA Term Sheet.

6

Relief Requested Should Be Granted

A. Approval of Disclosure Statement and Notice Thereof Is Warranted

12. In compliance with section 1125 of the Bankruptcy Code and Bankruptcy

Rule 3016(b), the Debtors prepared and filed the Disclosure Statement to provide parties adequate

information and disclosure regarding the terms of the Plan. The Debtors intend to provide parties

with copies of the Disclosure Statement, once approved, in connection with the Debtors’

solicitation of votes to accept or reject the Plan.

1. Approval of Disclosure Statement

13. Pursuant to section 1125(b) of the Bankruptcy Code, a plan proponent must

provide holders of impaired claims and equity interests with “adequate information” regarding a

proposed chapter 11 plan of reorganization. Section 1125(a)(1) of the Bankruptcy Code defines

“adequate information” as:

information of a kind, and in sufficient detail, as far as is reasonably

practicable in light of the nature and history of the debtor and the

condition of the debtor’s books and records, including a discussion

of the potential material Federal tax consequences of the plan to the

debtor, any successor to the debtor, and a hypothetical investor

typical of the holders of claims or interests in the case, that would

enable such a hypothetical investor of the relevant class to make an

informed judgment about the plan.

11 U.S.C. § 1125(a)(1).

14. Accordingly, a debtor’s disclosure statement must provide sufficient

information to permit an informed judgment by impaired creditors entitled to vote on the plan.

See, e.g., Century Glove, Inc. v. First Am. Bank of N.Y., 860 F.2d 94, 100 (3d Cir. 1988) (“[Section]

1125 seeks to guarantee a minimum amount of information to the creditor asked for its vote.”);

In re Phoenix Petroleum, Co., 278 B.R. 385, 392 (Bankr. E.D. Pa. 2001) (“[T]he general purpose

of the disclosure statement is to provide ‘adequate information’ to enable ‘impaired’ classes of

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creditors and interest holders to make an informed judgment about the proposed plan and

determine whether to vote in favor of or against that plan.”). The essential requirement of a

disclosure statement is that it “clearly and succinctly inform the average unsecured creditor what

it is going to get, when it is going to get it, and what contingencies there are to getting its

distribution.” In re Keisler, No. 08-34321, 2009 WL 1851413, at *4 (Bankr. E.D. Tenn. June 29,

2009) (quoting In re Ferretti, 128 B.R. 16, 19 (Bankr. D.N.H. 1991)).

15. Whether a disclosure statement contains adequate information “is not

governed by any otherwise applicable nonbankruptcy law, rule, or regulation.” 11 U.S.C.

§ 1125(d). Instead, bankruptcy courts have broad discretion to determine the adequacy of the

information contained in a disclosure statement. See, e.g., In re Lisanti Foods, Inc., 329 B.R. 491,

507 (D.N.J. 2005) (“Section 1125 affords the Bankruptcy Court substantial discretion in

considering the adequacy of a disclosure statement.”) (citing In re River Village Assoc., 181 B.R.

795, 804 (E.D. Pa. 1995)); In re Phoenix Petroleum Co., 278 B.R. at 393 (noting that the

determination of what is adequate information is “largely within the discretion of the bankruptcy

court”) (quoting Texas Extrusion Corp. v. Lockheed Corp. (In re Texas Extrusion Corp.), 844 F.2d

1142, 1157 (5th Cir. 1988)). Congress granted bankruptcy courts such wide discretion in

determining the adequacy of a disclosure statement to facilitate effective reorganizations of debtors

in a broad range of businesses, taking into account the various circumstances that accompany

chapter 11 cases. See H.R. Rep. No. 595, 95th Cong., 1st Sess. 408–09 (1977); see also In re Copy

Crafters Quickprint Inc., 92 B.R. 973, 979 (Bankr. N.D.N.Y. 1988) (noting that the adequacy of a

disclosure statement “is to be determined on a case-specific basis under a flexible standard that

can promote the policy of Chapter 11 towards fair settlement through a negotiation process

between informed interested parties”). Accordingly, the determination of whether a disclosure

8

statement contains adequate information is made on a case-by-case basis, focusing on the unique

facts and circumstances of each case. See Oneida Motor Freight, Inc. v. United Jersey Bank, 848

F.2d 414, 417 (3d Cir. 1988) (“From the legislative history of § 1125 we discern that adequate

information will be determined by the facts and circumstances of each case.”).

16. In that regard, in determining whether a disclosure statement contains

adequate information, courts generally examine a list of factors, including the following types of

information, as applicable:

i. the circumstances that gave rise to the filing of the bankruptcy petition;

ii. an explanation of the available assets and their value;

iii. the anticipated future of the debtor(s);

iv. the source of the information provided in the disclosure statement;

v. a disclaimer, which typically indicates that no statements or information

concerning the debtor or its assets or securities are authorized, other than

those set forth in the disclosure statement;

vi. the condition and performance of the debtor while in chapter 11;

vii. information regarding claims against the estate;

viii. a liquidation analysis setting forth the estimated return that creditors would

receive under chapter 7;

ix. the accounting and valuation methods used to produce the financial

information in the disclosure statement;

x. information regarding the future management of the debtor, including the

amount of compensation to be paid to any insiders, directors, or officers of

the debtor;

xi. a summary of the plan of reorganization or liquidation;

xii. an estimate of all administrative expenses, including attorneys’ fees;

xiii. the collectability of any accounts receivable;

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xiv. any financial information, valuations, or pro forma projections that would

be relevant to creditors’ determinations of whether to accept or reject the

plan;

xv. information relevant to the risks being taken by the creditors and interest

holders;

xvi. the actual or projected value that can be obtained from avoidable transfers;

xvii. the existence, likelihood, and possible success of non-bankruptcy litigation;

xviii. the tax consequences of the plan; and

xix. the relationship of the debtor with its affiliates.

See, e.g., In re Scioto Valley Mortg. Co., 88 B.R. 168, 170–71 (Bankr. S.D. Ohio 1988); see also

In re Oxford Homes, Inc., 204 B.R. 264, 269 n.17 (Bankr. D. Me. 1997) (using a similar list). Such

a list is not meant to be comprehensive and a debtor is not required to provide all the information

on the list. Rather, the bankruptcy court must decide what is appropriate in each case in light of

the particular facts and circumstances present. See Ferretti, 128 B.R. at 18–19 (adopting a similar

list); see also In re Phoenix Petroleum Co., 278 B.R. at 393 (making use of a similar list but

cautioning that “no one list of categories will apply in every case”).

17. The Disclosure Statement contains the necessary information for holders of

Claims and Interests entitled to vote to make an informed decision about whether to vote to accept

or reject the Plan, including many of the categories cited above, such as :

i. estimated recoveries to holders of Claims and Interests, see Disclosure

Statement, at Section I.B;

ii. the operation of the Debtors’ business, see id., at Section II.A;

iii. the Debtors’ corporate and capital structure, see id., at Section III;

iv. key events leading to the commencement of these chapter 11 cases, see id.,

at Section IV;

v. an overview of these chapter 11 cases, see id., at Section V;

vi. a summary of the Plan, see id., at Section VI;

10

vii. the tax consequences of the Plan, see id., at Section VIII;

viii. risk factors affecting the Debtors, see id., at Section IX;

ix. the voting procedures and requirements for voting on the Plan, see id., at

Section X;

x. the requirements for confirmation of the Plan, see id., at Section XI;

xi. the Debtors’ valuation analysis, see id., at Section XII;

xii. the Debtors’ liquidation analysis (annexed to the Disclosure Statement as

Exhibit D); and

xiii. the Debtors’ financial projections (annexed to the Disclosure Statement as

Exhibit E).

18. In addition, the Disclosure Statement provides an analysis of the

alternatives to confirmation and consummation of the Plan.

19. Based on the foregoing, the Debtors submit that the Disclosure Statement

contains sufficient information for a voting party to make an informed judgment regarding whether

to vote to accept or reject the Plan. Thus, the Debtors respectfully request that the Court approve

the Disclosure Statement as containing adequate information in satisfaction of the requirements of

section 1125 of the Bankruptcy Code.

2. Disclosure Statement Provides Adequate Notice of Release, Exculpation, and

Injunction Provisions in Plan

20. Pursuant to Bankruptcy Rule 3016(c), “[i]f a plan provides for an injunction

against conduct not otherwise enjoined under the Bankruptcy Code, the plan and disclosure

statement must describe in specific and conspicuous language (bold, italic, or underlined text) all

acts to be enjoined and identify the entities that would be subject to the injunction.” Fed. R. Bankr.

P. 3016(c).

21. The Plan includes injunction, release, and exculpation provisions

highlighted in bold in Article X. The Disclosure Statement describes in detail the releases provided

11

under the Plan, the entities providing such releases, the entities being released, and the Claims and

Causes of Action so released. See Disclosure Statement, at pages 48 – 51. Additionally, the

Disclosure Statement sets forth the terms of the exculpation provision under the Plan. Each of the

foregoing sections is set forth in conspicuous, bold print. In addition, Section 10.9 of the Plan sets

forth the injunction related to the release and exculpation provisions in the Plan. Accordingly, the

Debtors respectfully submit that the Disclosure Statement complies with Bankruptcy Rule 3016(c).

B. Solicitation and Voting Procedures

22. In connection with the Disclosure Statement and Plan, the Debtors propose

to implement the solicitation and balloting procedures described below (collectively,

the “Solicitation Procedures”). As set forth herein, the Solicitation Procedures comply with the

various applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules

and should be approved.

1. Parties Entitled to Vote

23. To expedite a determination as to which creditors and interest holders may

vote on the Plan, the Debtors intend to file their schedule of assets and liabilities (collectively, as

may be amended from time to time, the “Schedules”) by July 12, 2020.

24. The Debtors propose that the following classes (the “Voting Classes”) are

impaired but entitled to receive distributions under the Plan and, thus, may vote to accept or reject

the Plan, subject to certain exceptions discussed below:

Class Description

Class 3 RBL Claims

Class 4 General Unsecured Claims

Class 5 Convenience Class Claims

Class 7 Chisholm Parent Equity Interests

12

25. A holder of a Claim in a Voting Class is nonetheless not entitled to receive

a ballot or vote if:

(a) as of the Voting Record Date, such creditor’s Claim relates to a debt or

obligation that the Debtors have already paid or otherwise satisfied;

(b) as of the Voting Record Date (as defined below), the outstanding amount of

such holder’s Claim is zero ($0.00);

(c) as of the Voting Record Date, such holder’s Claim has been disallowed,

expunged, disqualified, or suspended;

(d) such holder’s Claim is not scheduled in the Debtors’ Schedules or such

holder’s Claim is scheduled in an undetermined amount or as contingent,

unliquidated, or disputed, except as provided in paragraph 30;

(e) such holder’s Claim is subject to an objection or request for estimation as

of the Voting Record Date, subject to the procedures set forth below; or

(f) such holder was required to timely file a proof of claim in the form and

manner specified by the Bar Date Order (as defined below) and did not do

so on or before the applicable Bar Date (as defined in the Bar Date Order).

26. Certain classes are not entitled to vote on a plan. Section 1126(f) of the

Bankruptcy Code provides that, for the purposes of soliciting votes on confirmation of a plan of

reorganization, “a class that is not impaired under a plan, and each holder of a claim or interest of

such class, are conclusively presumed to have accepted the plan, and solicitation of acceptances

with respect to such class from the holders of claims or interests of such class is not required.” 11

U.S.C. § 1126(f).

27. The Plan leaves certain Claims and Interests unimpaired. The holders of

such Claims and Interests are, therefore, presumed to accept the Plan pursuant to section 1126(f)

of the Bankruptcy Code (collectively, the “Non-Voting Creditors and Interest Holders”).

Holders of Claims and Interests in the following classes (collectively, the “Non-Voting Classes”)

constitute Non-Voting Creditors and Interest Holders who are not entitled to vote:

13

Class Description Impairment Acceptance / Rejection

Class 1 Other Priority Claims Unimpaired Not Entitled to Vote

(Presumed to Accept)

Class 2 Other Secured Claims Unimpaired Not Entitled to Vote


Class 6 Intercompany Claims Unimpaired Not Entitled to Vote


Class 8 Chisholm Management Equity

Interests Impaired

Not Entitled to Vote


Class 9 Intercompany Interests Unimpaired Not Entitled to Vote


28. Because Class 1 (Other Priority Claims), Class 2 (Other Secured Claims),

Class 6 (Intercompany Claims), Class 8 (Chisholm Management Equity Interests), and Class 9

(Intercompany Interests) are presumed to accept the Plan, in an effort to conserve the resources of

the Debtors’ estates, the Debtors propose to send to holders of such Claims and Interests only the

Confirmation Hearing Notice (as defined below). Copies of the Disclosure Statement and the Plan

will also be available free-of-charge on the website maintained by the Debtors’ voting agent, Omni

Agent Solutions (“Omni”), at www.omniagentsolutions.com/Chisholm (the “Case Website”),

and instructions on how to obtain copies will be set forth in the Confirmation Hearing Notice. The

Debtors submit that such notice satisfies the requirements of Bankruptcy Rule 3017(d). The

Debtors request the Court determine that the Debtors are not required to distribute copies of the

Plan or Disclosure Statement to any holder of an unimpaired Claim or Interest unless otherwise

requested.

2. Temporary Allowance / Disallowance of Claims

29. Pursuant to section 1126(a) of the Bankruptcy Code, the holder of an

“allowed” claim may accept or reject a chapter 11 plan. Bankruptcy Rule 3018(a) provides,

however, that the “court after notice and hearing may temporarily allow the claim or interest in an

14

amount which the court deems proper for the purpose of accepting or rejecting a plan.” Fed. R.

Bankr. P. 3018(a).

30. Solely for purposes of voting to accept or reject the Plan, and not for the

purpose of the allowance of, or distribution on account of, a Claim or Interest, and without

prejudice to the rights of the Debtors in any other context, each Claim or Interest within a Voting

Class is temporarily Allowed in an amount equal to the amount of such Claim or Interest either as

set forth in the Schedules or in a properly and timely filed proof of claim, subject to the following

exceptions (collectively, the “Temporary Allowance Exceptions”):

(a) if a proof of claim was filed by the Voting Record Date in an amount that

is liquidated, non-contingent, and undisputed, such Claim will be

temporarily Allowed for voting purposes in the amount set forth on the

proof of claim, unless such Claim is disputed as set forth in subparagraph

(f) below;

(b) if a Claim has been estimated or otherwise Allowed for voting purposes by

order of the Court, such Claim will be temporarily Allowed in the amount

so estimated or Allowed by the Court;

(c) if a Claim is listed in the Schedules as contingent, unliquidated, or disputed

and a proof of claim has not yet been filed as of the Voting Record Date,

such Claim shall be temporarily Allowed for voting purposes in the amount

of one dollar ($1.00);

(d) if a proof of claim was filed by the Voting Record Date in an amount that

is wholly contingent or unliquidated, such Claim shall be temporarily

Allowed for voting purposes in the amount of one dollar ($1.00), unless

such Claim is disputed as set forth in subparagraph (f) below;

(e) if a Claim is listed in the Schedules or on a proof of claim filed by the Voting

Record Date as contingent or unliquidated, in part, such Claim shall be

temporarily Allowed for voting purposes in the amount of the non-

contingent or liquidated portion of such Claim, unless such Claim is

disputed as set forth in subparagraph (f) below;

(f) if the Debtors have filed an objection to or a request for estimation of a

Claim at least seven days before the Voting Deadline (as such date may be

extended by order of the Court or on request by the Debtors), such Claim is

temporarily disallowed, unless the Debtors’ objection seeks to reclassify or

reduce the Allowed amount of such Claim, then such Claim is temporarily

15

Allowed for voting purposes in the reduced amount and/or as reclassified,

except as may be ordered by the Court before the Voting Deadline;

(g) if the Debtors have served on an M&M Lien Claimant a Proposed

Resolution for an M&M Lien Claim (in each case, as defined in the Bar

Date Motion (as defined below)) at least seven days before the Voting

Deadline (as such date may be extended by order of the Court or on request

by the Debtors), such M&M Lien Claim is temporarily disallowed for

voting purposes, unless the Debtors’ Proposed Resolution seeks to

reclassify or reduce the Allowed amount of such M&M Lien Claim, then

such M&M Lien Claim is temporarily Allowed for voting purposes in the

reduced proposed amount and/or as proposed to be reclassified, in each case

except as ordered by the Court before the Voting Deadline; and

(h) the Debtors shall be entitled to rely on the amount of such Interests set out

in the register of holders as duly maintained by, or on behalf of, Chisholm

Oil and Gas Operating II, LLC.

31. The foregoing proposed procedures provide for a fair and equitable voting

process. If any creditor seeks to challenge the allowance of its Claim for voting purposes, the

creditor may file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a)

temporarily allowing such Claim for voting purposes in a different amount. The Debtors request

that the Court (i) fix August 29, 2020 at 4:00 p.m. (Prevailing Eastern Time) (the “Rule 3018(a)

Motion Deadline”) as the deadline for the filing and service of motions pursuant to Bankruptcy

Rule 3018(a) requesting temporary allowance of a movant’s Claim for purposes of voting

(the “Rule 3018(a) Motion(s)”) and (ii) require that such Rule 3018(a) Motions be filed with the

Court and served on the following parties (the “Objection Notice Parties”) by email so as to be

actually received by no later than the Rule 3018(a) Motion Deadline:

(a) Debtors at

Chisholm Oil and Gas Operating, LLC

Attn: Michael Rigg ([email protected])

(b) Proposed Counsel to Debtors at

Young Conaway Stargatt & Taylor, LLP

Attn: M. Blake Cleary ([email protected])

Jaime Luton Chapman ([email protected])

16

-and-

Weil, Gotshal & Manges LLP

Attn: Matthew S. Barr ([email protected])

Kelly DiBlasi ([email protected])

Lauren Tauro ([email protected])

(c) Office of U.S. Trustee at

Office of the United States Trustee for the District of Delaware

Attn: Timothy Fox, Jr. ([email protected])

(d) Counsel to RBL Agent at

Linklaters LLP

Attn: Margot Schonholtz ([email protected])

Penelope Jensen ([email protected])

-and-

Morris, Nichols, Arsht & Tunnell LLP

Attn: Derek C. Abbott ([email protected])

(e) Counsel to Consenting Sponsors at

Paul, Weiss, Rifkind, Wharton & Garrison, LLP

Attn: Jeffrey D. Saferstein ([email protected])

Elizabeth McColm ([email protected])

32. The Debtors propose that the Court consider only those Rule 3018(a)

Motions that have been timely filed and served in accordance with the provisions of this Motion.

The Debtors further propose that, upon entry of an order of the Court granting a Rule 3018(a)

Motion, such creditor’s Ballot (as defined below) be counted in accordance with the above

designated guidelines, unless temporarily Allowed in a different amount by an order of the Court

entered prior to or concurrent with entry of an order confirming the Plan.

C. Voting Record Date

33. Bankruptcy Rule 3017(d) provides, in relevant part, that for the purposes of

soliciting votes in connection with the confirmation of a plan of reorganization, “creditors and

equity security holders [must] include holders of stock, bonds, debentures, notes and other

17

securities of record on the date the order approving the disclosure statement is entered or another

date fixed by the court, for cause, after notice and a hearing.” Fed. R. Bankr. P. 3017(d).

34. To identify and set the universe of Claim and Interest holders entitled to

vote on the Plan, the Debtors request that the Court set August 4, 2020 as the date for determining

which parties are entitled to vote on the Plan (the “Voting Record Date”). Within two business

days of the Voting Record Date, the RBL Agent will provide Omni with a list of RBL Lenders

that hold RBL Claims, and the amount of such Claims, that are entitled to vote on the Plan as of

the Voting Record Date. With respect to transfers of Claims filed pursuant to Bankruptcy Rule

3001(e), the transferee shall be entitled to receive a Solicitation Package (as defined below) and,

if the holder of such Claim is entitled to vote with respect to the Plan, cast a Ballot on account of

such Claim only if (i) all actions necessary to transfer such Claim are completed by the Voting

Record Date or (ii) the transferee files by the Voting Record Date (a) all documentation required

by Bankruptcy Rule 3001(e) to evidence the transfer and (b) a sworn statement of the transferor

supporting the validity of the transfer. In the event a Claim is transferred after the Voting Record

Date, the transferee of such Claim shall be bound by any vote on the Plan made by the holder of

such Claim as of the Voting Record Date. The Debtors believe that the Voting Record Date is

appropriate, as it facilitates the determination of which holders of Claims and Interests are entitled

to vote on the Plan.

1. Approval of Solicitation Packages and Procedures for Distribution

35. Bankruptcy Rule 3017(d) lists the materials that must be provided to holders

of claims and interests for the purpose of soliciting votes on a chapter 11 plan and providing

adequate notice of the hearing to consider confirmation thereof. Specifically, Bankruptcy Rule

3017(d) provides, in relevant part, that:

18

[u]pon approval of a disclosure statement, — except to the extent

that the court orders otherwise with respect to one or more

unimpaired classes of creditors or equity security holders — the

debtor in possession, trustee, proponent of the plan, or clerk as the

court orders shall mail to all creditors and equity security holders,

and in a chapter 11 reorganization case shall transmit to the United

States trustee:

(a) the plan or a court-approved summary of the plan;

(b) the disclosure statement approved by the court;

(c) notice of the time within which acceptances and rejections of the plan may

be filed; and

(d) any other information as the court may direct, including any court opinion

approving the disclosure statement or a court-approved summary of the

opinion.

Fed. R. Bankr. P. 3017(d).

36. In compliance with this rule, the Debtors propose to mail or cause to be

mailed solicitation packages (the “Solicitation Packages”) containing the information described

below as soon as practicable after entry of the Proposed Order, but not later than three business

days after the date of entry of the Proposed Order (the “Solicitation Date”), to (i) holders of

Claims and Interests in the Voting Classes entitled to vote on the Plan as of the Voting Record

Date and (ii) any party who files a proof of claim by the General Bar Date on account of a Claim

in a Voting Class and who has not previously received a Solicitation Package.

37. In addition, on June 26, 2020, the Debtors filed a motion3 for an order of

the Court [Docket No. 79] (the “Bar Date Order”) setting 5:00 p.m. (Prevailing Eastern Time)

on the date that is 30 days after the date upon which the Debtors commence service of the Bar Date

3 See Motion of Debtors Pursuant to 11 U.S.C. 502(b)(9) and Fed. R. Bankr. P. 2002 and 3003(c)(3) for Entry of

Order (I) Establishing Bar Dates, (II) Approving Form and Manner for Filing Proofs of Claim, (III) Approving

Proposed Notice of Bar Dates, (IV) Approving M&M Claims Resolution Protocol, and (V) Granting Related Relief,

[Docket No. 79].

19

Notice and Proofs of Claim (each as defined in the Bar Date Motion) as the deadline for parties,

other than governmental units, to file proofs of claim (the “General Bar Date”). Because

Solicitation Packages will be mailed by the Solicitation Date, which falls before the General Bar

Date, to ensure that the creditors in Voting Classes who file proofs of claim receive notice and an

opportunity to vote, the Debtors propose a supplemental solicitation procedure whereby they will,

within 3 business days after the General Bar Date (the “Supplemental Solicitation Date”), cause

to be served a Solicitation Package upon any party who files a proof of claim by the General Bar

Date on account of a Claim in a Voting Class and has not previously received a Solicitation

Package. The Debtors anticipate that most parties holding Claims against the Debtors will receive

a Solicitation Package in the initial mailing being completed by the Solicitation Commencement

Date based on the Schedules being filed by the Debtors. Given that any party who receives a

Solicitation Package pursuant to this supplemental process will have approximately three-weeks

to consider whether to vote to accept or reject the Plan and to submit their Ballot, the Debtors

submit this supplemental solicitation process is fair and appropriate under the circumstances.

38. In accordance with Bankruptcy Rule 3017(d), Solicitation Packages shall

contain copies of:

(a) the Proposed Order, as entered by the Court and without attachments, the

Disclosure Statement, and the Plan;

(b) the Notice of (I) Approval of Disclosure Statement (II) Establishment of

Voting Record Date, (III) Hearing on Confirmation of Plan,

(IV) Procedures for Objecting to Confirmation of Plan, (V) Cure

Procedures, and (VI) Procedures and Deadline for Voting on Plan, in

substantially the form of Exhibit 1 annexed to the Proposed Order

(the “Confirmation Hearing Notice”); and

20

(c) an appropriate form of Ballot (as defined below) customized for such holder

and conforming to Official Bankruptcy Form No. B 314, in the form

described below, and a postage-prepaid return envelope.4

39. To reduce costs and the impact on the environment, the Debtors propose to

send the Proposed Order, without attachments, the Disclosure Statement, and the Plan in USB

format to parties in the Voting Classes instead of printed hard copies. However, if service by USB

imposes a hardship for any creditors entitled to receive a copy of the Proposed Order, Disclosure

Statement, and Plan (e.g., the creditor does not own or have access to a computer or the Internet),

the Debtors propose that such creditor may request and obtain a paper copy of the Proposed Order,

without attachments, the Disclosure Statement, and the Plan, at no cost to the creditor, by

contacting Omni by email at [email protected] or by telephone at 1-866-989-

6146 (toll free) or 1-818-646-2298 (international). Copies of the Confirmation Hearing Notice

and all Ballots will be distributed in print form.

40. To further simplify the noticing process and to avoid unnecessary costs to

the Debtors’ estates, the Debtors will not mail copies of the Confirmation Hearing Notice or the

Solicitation Package, as applicable, to the holders of Claims or Interests that are non-Debtor

affiliates. In addition, the Debtors will not mail Solicitation Packages to creditors whose Claims

that have already been paid in full. However, if any such creditor would be entitled to receive a

Solicitation Package for any other reason, the Debtors will send such creditor a Solicitation

Package in accordance with the procedures set forth herein.

41. The Debtors further request authority to make non-substantive changes to

the Disclosure Statement, the Plan, and related documents without further order of the Court,

4 Official Bankruptcy Form No. B 314 can be found at http://www.uscourts.gov/forms/bankruptcy-forms, the official

website for the United States Bankruptcy Courts.

21

including ministerial changes to correct typographical and grammatical errors, and to make

conforming changes among the Disclosure Statement, the Plan, and any other materials in the

Solicitation Packages prior to mailing.

42. Bankruptcy Rule 3017(d) permits a court to order that the Plan and

Disclosure Statement need not be mailed to holders of Claims or Interests in unimpaired classes.

In lieu thereof, a bankruptcy court may order that “notice that the class is designated in the plan as

unimpaired and notice of the name and address of the person from whom the plan or summary of

the plan and disclosure statement may be obtained upon request and at the plan proponent’s

expense, [and] notice of the time fixed for filing objections to and the hearing on confirmation” be

mailed to such classes. Fed. R. Bankr. P. 3017(d).

43. As discussed above, the Non-Voting Classes are unimpaired (other than

Class 8) and presumed to accept the Plan. Accordingly, the Debtors propose to mail to holders

of Claims or Interests in Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), Class 6

(Intercompany Claims), Class 8 (Chisholm Management Equity Interests), and Class 9

(Intercompany Interests), the Confirmation Hearing Notice. The Confirmation Hearing Notice

provides (i) notice of the approval of the Disclosure Statement, (ii) notice of the filing of the Plan,

(iii) notice that the Non-Voting Classes are Unimpaired (or Impaired with respect to Class 8) and

are not entitled to vote, and (iv) the address of the Case Website, wherefrom copies of the

Disclosure Statement and Plan can be obtained.

44. The Debtors submit that they have shown good cause for approval of the

Solicitation Packages and procedures for distribution and that mailing the Confirmation Hearing

Notice to the holders of Claims and Interests in Non-Voting Classes satisfies the requirements of

Bankruptcy Rule 3017(d) and should be approved.

22

2. Approval of Forms of Ballots

45. Bankruptcy Rule 3017(d) requires the Debtors to mail a form of ballot,

which substantially conforms to Official Bankruptcy Form No. B 314, to “creditors and equity

security holders entitled to vote on the plan.” Fed. R. Bankr. P. 3017(d). The Debtors propose to

distribute to holders of Claims and Interests in the Voting Classes that are eligible to vote ballots

substantially in the form annexed to the Proposed Order as Exhibits 2-A, 2-B, 2-C and 2-D

(collectively, the “Ballots”), which are incorporated herein by reference. Although the Ballots are

based on Official Bankruptcy Form No. B 314, they have been modified to address the specific

circumstances of these chapter 11 cases and to include certain additional information that is

relevant and appropriate for the Voting Classes. The Ballots (i) provide holders of Claims and

Interests in the Voting Classes with clear instructions on how to complete and return the Ballot,

(ii) prominently feature the Voting Deadline, and (iii) clearly and unequivocally state that Ballots

received after the Voting Deadline may not be counted. Further, each holder of a Claim in Class

4 (General Unsecured Claims) will receive a Ballot, in the form annexed as Exhibit 2-B of the

Proposed Order, which will include an option to elect to have its General Unsecured Claim

irrevocably converted to a Convenience Class Claim and, therefore, to be treated as a Class 5

(Convenience Class Claims) under the Plan (the “Convenience Claim Election”). The Debtors

respectfully request that the Court approve the Ballots, including the Convenience Claim Election.

3. Voting Deadline

46. Bankruptcy Rule 3017(c) provides that, “[o]n or before approval of [a]

disclosure statement, the court shall fix a time within which the holders of claims and interests

may accept or reject [a] plan . . . .” Fed. R. Bankr. P. 3017(c). The Debtors anticipate completing

mailing of the Solicitation Packages by the Solicitation Date. Based on such schedule, the Debtors

propose that, to be counted as a vote to accept or reject the Plan, each Ballot must be properly

23

executed, completed, and delivered to Omni (i) by first class mail (whether in the return envelope

provided with each Ballot or otherwise), (ii) by overnight courier, or (iii) by hand delivery, so that

such Ballot is actually received by Omni no later than September 8, 2020 at 4:00 p.m. (Prevailing

Eastern Time) (the “Voting Deadline”). Subject to entry of the Proposed Order on or about the

date of the Disclosure Statement Hearing, the Debtors submit that the proposed solicitation period

of approximately 35 days’ is a sufficient period within which holders of Claims and Interests can

make an informed decision whether to accept or reject the Plan.

47. In addition to accepting hard copy Ballots via first class mail, overnight

courier, and hand delivery, the Debtors request authorization to accept Ballots from holders of

Claims and Interests in the Voting Classes via electronic, online transmissions, solely through a

customized online balloting portal on the Debtors’ Case Website maintained by Omni

(the “E-Ballot Portal”). Parties entitled to vote may cast an electronic Ballot and electronically

sign and submit the Ballot by utilizing the E-Ballot Portal (which allows a holder to submit an

electronic signature). Instructions for electronic, online transmission of Ballots will be set forth

on the forms of Ballots. The encrypted ballot data and audit trail created by such electronic

submission shall become part of the record of any Ballot submitted in this manner and the

claimant’s electronic signature will be deemed to be immediately legally valid and effective. Any

electronic Ballot must be submitted such that it is actually received by Omni by no later than the

Voting Deadline.

4. Tabulation Procedures

48. Sections 1126(c) and 1126(d) of the Bankruptcy Code provide:

(c) A class of claims has accepted a plan if such plan has been

accepted by creditors, other than any entity designated under

subsection (e) of this section, that hold at least two-thirds in amount

and more than one-half in number of the allowed claims of such

class held by creditors, other than any entity designated under

24

subsection (e) of this section, that have accepted or rejected such

plan.

(d) A class of interests has accepted a plan if such plan has been

accepted by holders of such interests, other than any entity

designated under subsection (e) of this section, that hold at least two-

thirds in amount of the allowed interests of such class held by

holders of such interests, other than any entity designated under

subsection (e) of this section, that have accepted or rejected such

plan.

11 U.S.C. § 1126(c) and 1126(d).

49. The Debtors request that the below procedures apply to tabulating Ballots

(collectively, the “Tabulation Procedures”):

(a) Whenever a holder of a Claim or Interest casts more than one Ballot voting

the same Claim(s) or Interest(s) before the Voting Deadline, the last valid

Ballot received on or before the Voting Deadline will be deemed to reflect

such holder’s intent, and thus, to supersede any prior Ballot.

(b) Whenever a holder of a Claim or Interest casts a Ballot that is properly

completed, executed, and timely returned to Omni, but does not indicate

either an acceptance or rejection of the Plan, the Ballot will not be counted.

(c) Whenever a holder of a Claim or Interest casts a Ballot that is properly

completed, executed, and timely returned to Omni, but indicates both an

acceptance and a rejection of the Plan, the Ballot will not be counted.

(d) Each holder of a Claim or Interest shall be deemed to have voted the full

amount of its Claim or Interest in each Class and shall not be entitled to split

its vote within a particular Class. Any Ballot that partially accepts and

partially rejects the Plan will not be counted.

(e) Whenever a holder of a Claim or Interest casts Ballots received by Omni on

the same day, but which are voted inconsistently, such Ballots will not be

counted.

(f) The following Ballots will not be counted:

i. any Ballot that is not properly submitted by the Voting Deadline,

unless otherwise provided herein or waived by the Debtors;

ii. any Ballot that is illegible or contains insufficient information to

permit the identification of the claimant or Interest holder;

25

iii. any Ballot cast by a person or entity that does not hold a Claim or

Interest in a Class that is entitled to vote to accept or reject the Plan;

iv. any Ballot cast by a person who is not entitled to vote, even if such

individual holds a Claim or Interest in a Voting Class;

v. any unsigned Ballot;

vi. any Ballot for which the Court determines, after notice and a hearing,

that such vote was not solicited or procured in good faith or in

accordance with the provisions of the Bankruptcy Code; or

vii. any Ballot transmitted to Omni by means not specifically approved

by the Court.

(g) If a Ballot is being signed by a trustee, executor, administrator, guardian,

attorney in fact, officer of a corporation, or someone otherwise acting in a

fiduciary or representative capacity, such person should indicate such

capacity when signing and, if requested by Omni, the Debtors, or the Court,

must submit proper evidence to the requesting party to so act on behalf of

such holder. In addition, authorized signatories should provide their name

and mailing address if it is different from that set forth on the attached

mailing label or if no such mailing label is attached to the Ballot.

(h) A holder of Claims or Interests in more than one Class must use separate

Ballots for each Class of Claims or Interests.

(i) The Debtors, subject to contrary order of the Court, may waive any defect

or irregularity as to any particular Ballot at any time, either before or after

the Voting Deadline, and any such waiver shall be documented in the voting

certification certifying the amount and number of holders who actually

voted in the Voting Classes and the results of such votes (the “Voting

Certification”).

(j) Neither the Debtors, nor any other entity, will be under any duty to provide

notification of defects or irregularities with respect to delivered Ballots

other than as provided in the Voting Certification, nor will any of them incur

any liability for failure to provide such notification.

(k) Unless waived by the Debtors, subject to contrary order of the Court, any

defects or irregularities in connection with deliveries of Ballots must be

cured prior to the Voting Deadline or such Ballots will not be counted.

(l) The Debtor, in consultation with the RBL Agent, are authorized to enter

into stipulations or other agreements with the holder of any Claim or Interest

agreeing to the amount of a Claim or Interest for voting purposes.

26

50. To assist in the solicitation process, the Debtors request that the Court grant

Omni the authority to contact parties that submit incomplete or otherwise deficient Ballots to make

a reasonable effort to cure such deficiencies, but Omni is not obligated to do so.

D. Confirmation

1. Confirmation Hearing

51. Bankruptcy Rule 3017(c) provides that, “[o]n or before approval of the

disclosure statement, the court shall . . . fix a date for the hearing on confirmation” of a chapter 11

plan. Fed. R. Bankr. P. 3017(c). Pursuant to Bankruptcy Rule 2002(b), creditors must receive at

least 28 days’ notice of a confirmation hearing. In accordance with these rules and in view of the

Debtors’ proposed solicitation schedule outlined herein, the Debtors request that a hearing on

confirmation of the Plan (the “Confirmation Hearing”) be scheduled for September 23, 2020 at

10:00 a.m. (Prevailing Eastern Time) or on such date and time as is convenient to the Court.

The Confirmation Hearing may be adjourned or continued from time to time by the Court or the

Debtors without further notice other than adjournments announced in open Court or as indicated

in any notice of agenda of matters scheduled for hearing filed with the Court. This will provide

parties with more than 28 days’ notice of the hearing. Accordingly, the Debtors request the Court

find that the proposed date for the Confirmation Hearing is in compliance with the Bankruptcy

Rules and the Local Rules and will enable the Debtors to pursue confirmation of the Plan in a

timely fashion and consistent with the timeline in the RSA and therefore, should be approved.

2. Objection Procedures

52. Pursuant to Bankruptcy Rule 3020(b)(1), objections to confirmation of a

plan must be filed and served “within a time fixed by the court.” Bankruptcy Rule 2002(b)

provides that parties must receive at least 28 days’ notice of the deadline for filing objections to

confirmation. Accordingly, and in view of the Debtors’ proposed solicitation schedule outlined

27

herein, the Debtors propose September 8, 2020 at 4:00 p.m. (Prevailing Eastern Time) as the

deadline to object or respond to confirmation of the Plan (the “Plan Objection Deadline”). This

date will provide holders of Claims and Interests more than 28 days’ notice of the deadline for

filing objections to the Plan while still affording the Debtors and other parties in interest time to

file a responsive brief and, if possible, resolve any objections received. Accordingly, and in view

of the Debtors’ proposed solicitation schedule outlined herein, the Debtors propose the Plan

Objection Deadline be fixed by the Court as the deadline to object or respond to confirmation of

the Plan.

53. The Debtors request that objections and responses, if any, to confirmation

of the Plan (i) be in writing, (ii) conform to the Bankruptcy Rules and the Local Rules, (iii) set

forth the name of the objecting party and the nature and amount of Claims or Interests held or

asserted by the objecting party against the Debtors’ estates or property, (iv) provide the basis for

the objection and the specific grounds thereof, and (v) be filed with the Court. Any objection or

response also must be served by email and received by the Objection Notice Parties no later than

the Plan Objection Deadline. Pursuant to Bankruptcy Rule 3020(b), “[i]f no objection is timely

filed, the [C]ourt may determine that the plan has been proposed in good faith and not by any

means forbidden by law without receiving evidence on such issues.” Fed. R. Bankr. P. 3020(b)(2).

54. The Debtors request that the Court establish September 1, 2020 at 4:00

p.m. (Prevailing Eastern Time) as the deadline for the Debtors to file the Plan Supplement (as

defined in the Plan) with authority to further supplement such Plan Supplement as necessary

thereafter.

55. The Debtors request that the deadline for the Debtors or any other party

supporting the Plan to file a response to any objections to confirmation of the Plan be September

28

18, 2020 at 4:00 p.m. (Prevailing Eastern Time) (the “Reply Deadline”). The Debtors also

request that the Court establish the Reply Deadline as the deadline for the Debtors to file their brief

in support of confirmation of the Plan, the Voting Certification, and any affidavits or declarations

in support of confirmation of the Plan.

56. The Debtors respectfully request that the Court approve the procedures for

filing objections to the Plan and replies thereto and find that such procedures comply with

Bankruptcy Rules 2002, 3017, and 3020.

3. Confirmation Hearing Notice

57. Pursuant to Bankruptcy Rule 3017(d), notice of a plan confirmation

objection deadline and hearing must be provided to all creditors and equity security holders in

accordance with Bankruptcy Rule 2002.

58. In accordance with the foregoing, by no later than the Solicitation Date,

the Debtors propose to provide a copy of the Confirmation Hearing Notice setting forth, among

other things, (i) the Voting Deadline, (ii) the Plan Objection Deadline and procedures for filing

objections and responses to confirmation of the Plan, (iii) the time, date, and place for the

Confirmation Hearing, and (iv) the Cure Procedures (as defined below) in respect of the Debtors’

assumption of executory contracts and unexpired leases, with service provided by electronic (for

registered Case Management and Electronic Court Filing System users) or first class mail on the

Objection Notice Parties. Such Confirmation Hearing Notice will be sent contemporaneously with

the Solicitation Packages, and will be supplemented as set forth in the Proposed Order by the

Supplemental Solicitation Date.

59. The Debtors submit that the foregoing notice procedures comply with all

notice requirements under Bankruptcy Rules 3017(d) and 2002(b) and (d). Accordingly, the

29

Debtors request that the Court find that such notice is due and proper and no further notice is

necessary.

60. Moreover, Bankruptcy Rule 2002(l) permits the Court to “order notice by

publication if it finds that notice by mail is impracticable or that it is desirable to supplement

notice.” Fed. R. Bankr. P. 2002(l). The Debtors propose to publish the Confirmation Hearing

Notice, with such modifications as the Debtors deem appropriate for purposes of publication

(the “Publication Notice”), within 10 days following entry of the Proposed Order, which will

provide at least 35 days’ notice of the Confirmation Hearing, in the national edition of the New

York Times or a similar national newspaper and once in one or more of (i) the Oklahoman, (ii)

Tulsa World, or (iii) Kingfisher Times & Free Press, or one or more similar regional newspaper(s),

subject to applicable publication deadlines. The Debtors believe that publication of the Publication

Notice will give sufficient notice of the Confirmation Hearing to persons who do not otherwise

receive notice by electronic or first class mail.

E. Procedures for Assumption of Executory Contracts and Unexpired Leases Under

Plan

61. Article VIII of the Plan provides, as of and subject to the occurrence of the

Effective Date and the payment of any applicable Cure Amount,5 that all executory contracts and

unexpired leases to which any of the Debtors are parties shall be deemed assumed, unless such

contract or lease (i) was previously assumed or rejected by the Debtors, pursuant to a Final Order

of the Court, (ii) previously expired or terminated pursuant to its own terms or by agreement of

the parties thereto, (iii) is the subject of a motion to reject filed by the Debtors on or before the

5 “Cure Amount” is defined in the Plan as the payment of cash or the distribution of other property (as the parties

may agree or the Court may order) as necessary to (i) cure a monetary default by the Debtors in accordance with the

terms of an executory contract or unexpired lease of the Debtors and (ii) permit the Debtors to assume such executory

contract or unexpired lease under section 365(a) of the Bankruptcy Code.

30

Confirmation Date, (iv) is specifically designated, with the consent of the RBL Agent, as a contract

or lease to be rejected on the Schedule of Rejected Contracts, or (v) is specifically designated as a

contract or lease to be rejected as reasonably requested by the RBL Agent by the deadline to file

the Plan Supplement.

62. The Debtors intend to serve the Confirmation Hearing Notice on all parties

to executory contracts and unexpired leases, reflecting the Debtors’ intention to assume the

executory contracts or unexpired leases in connection with the Plan and indicating the Debtors’

proposed Cure Amount owed in connection with each such executory contract or unexpired lease.

In addition, the Confirmation Hearing Notice provides that in the event of any dispute pertaining

to the proposed Cure Amount determined in consultation with the RBL Agent or assumption of an

executory contract or unexpired lease, such dispute will be addressed pursuant to Section 8.2 of

the Plan, which provides in part that, to the extent any such dispute relates solely to any Cure

Amount, the applicable Debtor may assume the executory contract or unexpired lease prior to the

resolution of any such dispute, as long as that the Debtor reserves cash in an amount sufficient to

pay the full amount reasonably asserted as the required Cure Amount by the contract counterparty.

Following entry of a final order resolving any such dispute, the Debtors will have right to reject

any executory contract or unexpired lease within 30 days of such resolution.

63. The Debtors request that any objections to the Debtors’ proposed Cure

Amounts or assumption of executory contracts and unexpired leases under the Plan (i) be in

writing, (ii) conform to the applicable Bankruptcy Rules and Local Rules, (iii) set forth the name

of the objecting party, the basis for the objection, and the specific grounds thereof, and (iv) be filed

with the Court and served upon the Objection Notice Parties by e-mail, so as to be received by the

Plan Objection Deadline.

31

64. The Debtors respectfully submit that the foregoing procedures, as provided

in the Confirmation Hearing Notice (collectively, the “Cure Procedures”), are appropriate under

the circumstances and should be approved.

Notice

65. Notice of this Motion will be provided to (i) the Office of the United States

Trustee for the District of Delaware; (ii) the holders of the 30 largest unsecured claims against the

Debtors on a consolidated basis; (iii) counsel to the RBL Agent; (iv) counsel to the RBL Collateral

Agent; (v) counsel to the Term Loan Lender; (vi) counsel to the Term Loan Agent; (vii) counsel

to the Consenting Sponsors; and (viii) any party that has requested notice pursuant to Bankruptcy

Rule 2002. The Debtors respectfully submit that no further notice is required.

32

WHEREFORE the Debtors respectfully request entry of the Proposed Order

granting the relief requested herein and such other and further relief as the Court may deem just

and appropriate.

Dated: July 1, 2020


/s/ S. Alexander Faris


M. Blake Cleary (No. 3614)

Jaime Luton Chapman (No. 4936)

S. Alexander Faris (No. 6278)

Rodney Square



Telephone: (302) 571-6600

Facsimile: (302) 571-1253

Emails: [email protected]

[email protected]

[email protected]

-and-





767 Fifth Avenue


Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Proposed Attorneys for Debtors

and Debtors in Possession

EXHIBIT A

Proposed Order



------------------------------------------------------------ x

In re : Chapter 11

:


:


------------------------------------------------------------ x RE: Docket No. ____

ORDER PURSUANT TO 11 U.S.C. §§ 502, 1125, 1126, AND 1128 AND

FED. R. BANKR. P. 2002, 3017, 3018, AND 3020 (I) APPROVING DISCLOSURE

STATEMENT, (II) ESTABLISHING SOLICITATION, VOTING, AND RELATED

PROCEDURES, (III) SCHEDULING CONFIRMATION HEARING,

(IV) ESTABLISHING NOTICE AND OBJECTION PROCEDURES

FOR CONFIRMATION OF PLAN, (V) APPROVING DEBTORS’ PROPOSED

CURE PROCEDURES FOR UNEXPIRED LEASES AND EXECUTORY

CONTRACTS, AND (VI) GRANTING RELATED RELIEF

Upon the motion dated July 1, 2020 (the “Motion”)2 of Chisholm Oil and Gas

Operating, LLC and its debtor affiliates, as debtors and debtors in possession in the above-

captioned chapter 11 cases (collectively, the “Debtors”), for entry of an order pursuant to sections

502, 1125, 1126, and 1128 of the Bankruptcy Code, Bankruptcy Rules 2002, 3017, 3018, and

3020, and Local Rules 2002-1, 3017-1, and 9006-1:

i. approving the Disclosure Statement

ii. establishing solicitation, tabulation, voting, and related procedures in

connection with the Plan;

iii. approving the Ballots;

iv. scheduling the Confirmation Hearing to consider confirmation of the Plan;





2 Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms

in the Motion.

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v. establishing notice, objection, and confirmation procedures in connection

with the Confirmation Hearing;

vi. approving the Cure Procedures; and

vii. granting related relief;

all as more fully set forth in the Motion; and upon consideration of the Henry Declaration; and this

Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28

U.S.C. §§ 157 and 1334, and the Amended Standing Order of Reference entered by the United

States District Court for the District of Delaware, dated February 29, 2012; and consideration of

the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and

venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper

notice of the Motion having been provided; and such notice having been adequate and appropriate

under the circumstances, and it appearing that no other or further notice need be provided; and this

Court having reviewed the Motion; and upon any hearing held on the Motion; and all objections,

if any, to the Motion having been withdrawn, resolved, or overruled; and this Court having

determined that the legal and factual bases set forth in the Motion establish just cause for the relief

granted herein; and it appearing that the relief requested in the Motion is in the best interests of the

Debtors, their estates, creditors, and all parties in interest; and upon all of the proceedings had

before this Court and after due deliberation and sufficient cause appearing therefor,

IT IS HEREBY FOUND AND DETERMINED THAT

A. Notice of the Disclosure Statement Hearing and Disclosure Statement

Objection Deadline. Notice of the Motion, the Disclosure Statement Hearing, and the Disclosure

Statement Objection Deadline, provided due, proper, and adequate notice, comport with due

process and complied with Bankruptcy Rules 2002 and 3017 and Local Rules 2002-1, 3017-1, and

9006-1. No further notice is required.

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B. Disclosure Statement. The Disclosure Statement contains adequate

information within the meaning of section 1125 of the Bankruptcy Code, as well as adequate

disclosure of the Plan release, injunction, and exculpation provisions. No further information is

necessary.

C. Parties Entitled to Vote. Pursuant to the Plan, holders of Claims in Class 3

(RBL Claims), Class 4 (General Unsecured Claims), and Class 5 (Convenience Class Claims) and

holders of Interests in Class 7 (Chisholm Parent Equity Interests), are impaired under the Plan and

are entitled to receive or retain property under the Plan. Accordingly, holders of Allowed Claims

and Interests in such classes are entitled to vote on account of such Claims and Interests.

D. Parties Not Entitled to Vote. Pursuant to the Plan, holders of Claims in

Class 1 (Other Priority Claims), Class 2 (Other Secured Claims), and Class 6 (Intercompany

Claims) and holders of Interests in Class 8 (Chisholm Management Equity Interests) and Class 9

(Intercompany Interests), are unimpaired and, accordingly, pursuant to section 1126(f) of the

Bankruptcy Code, are conclusively presumed to accept the Plan and are not entitled to vote on

account of such Claims and Interests.

E. Balloting and Voting Procedures. The procedures set forth in the Motion

for the solicitation and tabulation of votes to accept or reject the Plan provide for a fair and

equitable voting process and are consistent with section 1126 of the Bankruptcy Code.

F. Ballots. The ballots substantially in the forms annexed hereto as

Exhibits 2-A, 2-B, 2-C, and 2-D (collectively, the “Ballots”), including all voting instructions

provided therein, are consistent with Official Bankruptcy Form No. B 314, address the particular

needs of these chapter 11 cases, and provide adequate information and instructions for each

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individual entitled to vote to accept or reject the Plan. No further information or instructions are

necessary.

G. Solicitation. The proposed distribution and contents of the Solicitation

Packages (including pursuant to the proposed supplemental solicitation following the General Bar

Date, as set forth in the Motion) comply with Bankruptcy Rules 2002 and 3017 and Local Rule

9006-1 and constitute sufficient notice to all interested parties of the Voting Deadline, Plan

Objection Deadline, Confirmation Hearing, and other related matters. The period proposed by the

Debtors in the Motion during which the Debtors may solicit votes to accept or reject the Plan is a

reasonable and sufficient period of time for the holders of Claims and Interests in the Voting

Classes to make an informed decision regarding whether to accept or reject the Plan and timely

return Ballots evidencing such decision.

H. Notice of Confirmation Hearing and Plan Objection Deadline. The

procedures set forth in the Motion regarding notice to parties of the time, date, and place of the

Confirmation Hearing and for filing objections or responses to the Plan, provide due, proper, and

adequate notice, comport with due process, and comply with Bankruptcy Rules 2002 and 3017

and Local Rule 9006-1. No further notice is required.

I. Cure Procedures. The Cure Procedures are reasonable and provide a

sufficient timeline for filing objections relating to assumption or assumption and assignment of

executory contracts and unexpired leases pursuant to the Plan.

J. Notice. All other notices to be provided pursuant to the procedures set forth

in the Motion are good and sufficient notice to all parties in interest of all matters pertinent hereto

and of all matters pertinent to the Confirmation Hearing. No further notice is required.

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K. Relief is Warranted. The legal and factual bases set forth in the Motion

establish just and sufficient cause to grant the relief requested therein.

IT IS HEREBY ORDERED THAT:

1. The Motion is granted as set forth herein.

Disclosure Statement

2. The Disclosure Statement contains adequate information in accordance with

section 1125 of the Bankruptcy Code and is APPROVED.

3. All objections, if any, to the Disclosure Statement or Disclosure Statement

Procedures that have not been withdrawn or resolved as provided for in the record of the Disclosure

Statement Hearing are overruled.

Solicitation and Voting Procedures

Parties Entitled to Vote

4. Holders of Claims and Interests in the Voting Classes are entitled to vote

to accept or reject the Plan, subject to certain exceptions set forth in the Motion.

5. The Non-Voting Creditors and Interest Holders are presumed to accept the

Plan.

Temporary Allowance / Disallowance of Claims

6. Solely for purposes of voting to accept or reject the Plan and not for the

purpose of the allowance of, or distribution on account of, a Claim or Interest, and without

prejudice to the rights of the Debtors and other parties in interest in any other context, each holder

of a Claim or Interest within a Voting Class is temporarily Allowed in an amount equal to the

amount of such Claim or Interest either as set forth in the Schedules or in a properly and timely

filed proof of claim, subject to the Temporary Allowance Exceptions.

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7. August 29, 2020 at 4:00 p.m. (Prevailing Eastern Time) (the “Rule

3018(a) Motion Deadline”) shall be the deadline to file and serve any motion requesting

temporary allowance of a Claim for purposes of voting pursuant to Bankruptcy Rule 3018(a)

(the “Rule 3018(a) Motion(s)”). Rule 3018(a) Motions must be filed with the Court and served

on the Objection Notice Parties so as to be actually received not later than the Rule 3018(a)

Motion Deadline.

8. Nothing in this Order shall affect or limit any party’s rights to object to any

Proof of Claim or Rule 3018(a) Motion.

Voting Record Date

9. The Voting Record Date shall be August 4, 2020. Within two business

days of the Voting Record Date, the RBL Agent shall provide Omni with a list of RBL Lenders

that hold RBL Claims, and the amount of such Claims, that are entitled to vote on the Plan as of

the Record Date. Only holders of Claims and Interests as of the Voting Record Date shall be

entitled to vote to accept or reject the Plan.

10. The record holders of Claims and Interests shall be determined, as of the

Voting Record Date, based upon the records of the Debtors and Omni.

11. With respect to transfers of Claims and Interests filed pursuant to

Bankruptcy Rule 3001(e), the transferee shall be entitled to receive a Solicitation Package and, if

the holder of such Claim or Interest is entitled to vote with respect to the Plan, cast a Ballot on

account of such Claim or Interest only if: (i) all actions necessary to transfer such Claim or Interest

are completed by the Voting Record Date; or (ii) the transferee files by the Voting Record Date

(a) all documentation required by Bankruptcy Rule 3001(e) to evidence the transfer; and (b) a

sworn statement of the transferor supporting the validity of the transfer. In the event a Claim or

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Interest is transferred after the Voting Record Date, the transferee of such Claim or Interest shall

be bound by any vote on the Plan made by the holder of such Claim or Interest as of the Voting

Record Date.

Solicitation Packages

12. The Solicitation Packages are APPROVED.

13. The Debtors shall mail the Solicitation Packages to (i) holders of Claims

and Interests in the Voting Classes entitled to vote on the Plan as of the Voting Record Date, as

required by Bankruptcy Rule 3017(d), no later than three business days following the date of

entry of the Disclosure Statement Order (the “Solicitation Date”) and (ii) any party who files

a proof of claim by the General Bar Date on account of a Claim in a Voting Class and who has not

previously received a Solicitation Package.

14. Solicitation Packages shall contain a copy of:

(a) this Order, without attachments, the Disclosure Statement, and the

Plan;

(b) the Confirmation Hearing Notice; and

(c) a Ballot for the applicable Class.

15. Any eligible holder of a Claim or Interest in the Voting Classes for which

service by USB poses a hardship may request an additional copy of this Order, without

attachments, the Disclosure Statement and the Plan at no cost to the creditor, by contacting Omni

by email at [email protected] or by telephone at 1-866-989-6146 (toll free) or

1-818-646-2298 (international).

16. The Debtors shall not be required to send Solicitation Packages to creditors

that have Claims that have already been paid in full. However, if any such creditor would be

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entitled to receive a Solicitation Package for any other reason, then the Debtors shall send such

creditor a Solicitation Package in accordance with the procedures set forth herein.

17. With respect to addresses from which Solicitation Packages are returned as

undeliverable by the United States Postal Service, the Debtors are excused from mailing

Solicitation Packages or any other materials related to voting or confirmation of the Plan to each

Person (as defined in the Plan) listed at such addresses unless the Debtors are provided with

accurate addresses for such entities before the Voting Deadline, and failure to mail Solicitation

Packages or any other materials related to voting or confirmation of the Plan to such entities will

not constitute inadequate notice of the Confirmation Hearing or the Voting Deadline and shall not

constitute a violation of Bankruptcy Rule 3017.

Ballots

18. The Ballots, substantially in the form annexed hereto as Exhibits 2-A, 2-B,

2-C, and 2-D are APPROVED.

19. The Debtors are authorized to make non-substantive changes to the Ballots

and related documents without further order of the Court, including ministerial changes to correct

typographical and grammatical errors, and to make conforming changes among the Ballots and

any other materials in the Solicitation Packages prior to mailing.

20. The Voting Deadline shall be September 8, 2020 at 4:00 p.m. (Prevailing

Eastern Time).

21. The Debtors are authorized to grant an extension of the Voting Deadline in

writing with respect to any Ballot received after the Voting Deadline.

22. All Ballots must be properly executed, completed, and delivered to Omni

by first class mail, overnight courier, or hand delivery so that they are actually received by Omni

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no later than the Voting Deadline. In addition to accepting hard copy Ballots via first class mail,

overnight courier, and hand delivery, the Debtors are authorized to accept Ballots from holders of

Claims and Interests via electronic, online transmissions, solely through a customized online

balloting portal on the Debtors’ Case Website to be maintained by Omni (the “E- Ballot Portal”).

Parties entitled to vote may cast an electronic Ballot and electronically sign and submit the Ballot

by utilizing the E-Ballot Portal (which allows a holder to submit an electronic signature). The

encrypted ballot data and audit trail created by such electronic submission shall become part of the

record of any Ballot submitted in this manner and the creditor’s electronic signature will be deemed

to be immediately legally valid and effective.

Tabulation Procedures

23. The Tabulation Procedures are APPROVED.

Confirmation Hearing

24. The Confirmation Hearing shall be held on September 23, 2020 at 10:00

a.m. (Prevailing Eastern Time). The Confirmation Hearing may be adjourned or continued from

time to time by the Court or the Debtors without further notice, including adjournments announced

in open Court or as indicated in any notice of agenda of matters scheduled for hearing filed by the

Debtors with the Court.

Plan Supplement

25. The Debtors shall file with the Court and post to the Case Website the Plan

Supplement no later than September 1, 2020 at 4:00 p.m. (Prevailing Eastern Time), and are

authorized to supplement or amend such Plan Supplement as necessary thereafter.

Plan Objection Deadline

26. The deadline to object or respond to confirmation of the Plan shall be

September 8, 2020 at 4:00 p.m. (Prevailing Eastern Time).

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27. Objections and responses, if any, to confirmation of the Plan, must: (i) be

in writing; (ii) conform to the Bankruptcy Rules and the Local Rules; (iii) set forth the name of the

objecting party, the nature and amount of Claims or Interests held or asserted by the objecting

party against the Debtors’ estates or property; (iv) set forth the basis for the objection and the

specific grounds therefor; and (v) be filed with the Court.

28. Any objection or response also must be served by email and received by the

Objection Notice Parties no later than the Plan Objection Deadline.

29. Objections to confirmation of the Plan that are not timely filed, served, and

actually received in the manner set forth above shall not be considered and shall be deemed

overruled.

30. The Debtors are authorized to file and serve replies or an omnibus reply to

any such objections along with their brief in support of confirmation of the Plan either separately

or by a single, consolidated reply, the Voting Certification, and any affidavits or declarations in

support of confirmation of the Plan by September 18, 2020 at 4:00 p.m. (Prevailing Eastern

Time) (the “Reply Deadline”). In addition, any party in interest may file and serve a statement in

support of confirmation of the Plan or a reply to any objections to confirmation of the Plan by the

Reply Deadline.

Confirmation Hearing Notice

31. The Confirmation Hearing Notice, substantially in the form annexed hereto

as Exhibit 1 is APPROVED.

32. The Debtors shall not be required to send the Confirmation Hearing Notice

or the Solicitation Package, as applicable, to holders of Claims or Interests that are non-Debtor

affiliates.

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33. The Debtors are authorized to publish the Publication Notice within 10 days

of entry of this Order in the national edition of the New York Times or a similar national newspaper

and once in one or more of (i) the Oklahoman, (ii) Tulsa World, or (iii) Kingfisher Times & Free

Press, or one or more similar regional newspaper(s).

Cure Procedures

34. The Cure Procedures are APPROVED.

General

35. The Debtors are authorized to make non-substantive changes to the

Disclosure Statement, the Plan, the Ballots, and related documents without further order of the

Court, including changes to correct typographical and grammatical errors and to make conforming

changes among the Disclosure Statement, the Plan, and any other materials in the Solicitation

Packages prior to mailing.

36. The Debtors are authorized to take all steps necessary or appropriate to carry

out this Order.

37. This Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation, interpretation, or enforcement of this Order.

EXHIBIT 1

Notice of Confirmation Hearing



------------------------------------------------------------ x

In re : Chapter 11

:


:


------------------------------------------------------------ x

NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) ESTABLISHMENT

OF VOTING RECORD DATE, (III) HEARING ON CONFIRMATION OF PLAN,

(IV) PROCEDURES FOR OBJECTING TO CONFIRMATION OF PLAN, (V) CURE

PROCEDURES, AND (VI) PROCEDURES AND DEADLINE FOR VOTING ON PLAN

PLEASE TAKE NOTICE THAT:

1. Approval of Disclosure Statement. On [August 4, 2020], the United States

Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) held a hearing (the “Disclosure

Statement Hearing”) at which it approved the Disclosure Statement for Joint Chapter 11 Plan of

Reorganization of Chisholm Oil and Gas Operating, LLC and Its Debtor Affiliates, filed June 30, 2020,

2020 [D.I. 86] (as may be amended, modified, or supplemented, “Disclosure Statement”)2 in connection

with the chapter 11 cases of Chisholm Oil and Gas Operating, LLC and its debtor affiliates (collectively,

the “Debtors”), and thereafter entered an order (the “Order”) with respect thereto. The Order, among other

things, authorizes the Debtors to solicit votes to accept or reject the Joint Chapter 11 Plan of Reorganization

of Chisholm Oil and Gas Operating, LLC and Its Debtor Affiliates, filed on June 30, 2020, 2020 [D.I. 85]

(as may be amended, modified, or supplemented, the “Plan”).

2. Confirmation Hearing. A hearing to consider confirmation of the Plan

(the “Confirmation Hearing”) has been scheduled before the Honorable Brendan L. Shannon. United

States Bankruptcy Judge, in the United States Bankruptcy Court for the District of Delaware

(the “Bankruptcy Court”), 824 North Market Street, Wilmington, Delaware 19801, on [September 23,

2020] at [10:00 a.m.] (Prevailing Eastern Time). The Confirmation Hearing may be adjourned or continued

from time to time by the Bankruptcy Court or the Debtors without further notice other than adjournments

announced in open court or as indicated in any notice of agenda of matters scheduled for hearing filed by

the Debtors with the Bankruptcy Court.

3. Voting Record Date. The following holders of Claims against and Interests in the

Debtors as of [August 4, 2020] (the “Voting Record Date”) in the following Classes are entitled to vote

on the Plan:





2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Disclosure Statement

or the Plan (as defined herein), as applicable, or as the context otherwise requires.

2

Class Description

Class 3 RBL Claims

Class 4 General Unsecured Claims

Class 5 Convenience Class Claims

Class 7 Chisholm Parent Equity Interests

4. Voting Deadline. All votes to accept or reject the Plan must be actually received

by the Debtors’ voting agent, Omni Agent Solutions (“Omni”), by no later than [September 8, 2020] at

[4:00 p.m.] (Prevailing Eastern Time) (the “Voting Deadline”). Any failure to follow the voting

instructions included with your Ballot may disqualify your Ballot and your vote.

5. Parties in Interest Not Entitled to Vote. Holders of Claims or Interests in Class 1

(Other Priority Claims), Class 2 (Other Secured Claims), Class 6 (Intercompany Claims), and Class 9

(Intercompany Interests) and holders of Impaired Interests in Class 8 (Chisholm Management Equity

Interests) are deemed to accept the Plan, are not entitled to vote on the Plan, and will not receive a Ballot.

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims, Fee

Claims, Priority Tax Claims, and Restructuring Expenses have not been classified and, therefore, holders

of such Claims are not entitled to vote and will not receive a Ballot.

6. Temporary Allowance of Claim for Voting. If you disagree with the amount set

forth by the Debtors for your Claim in the Schedules or if you have filed a proof of claim and disagree with

either (i) the Debtors’ objection to your Claim and believe that you should be entitled to vote on the Plan;

or (ii) the Debtors’ classification or request for estimation of your Claim and believe that you should be

entitled to vote on the Plan in a different amount or Class, then you must serve, by email, on the Objection

Notice Parties identified in paragraph 7 below and file with the Bankruptcy Court a motion (a “Rule 3018(a)

Motion”) for an order pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”) temporarily allowing your Claim in a different amount or in a different Class for

purposes of voting to accept or reject the Plan. All Rule 3018(a) Motions must be filed on or before [August

29, 2020] at [4:00 p.m.] (Prevailing Eastern Time). Rule 3018(a) Motions that are not timely filed and

served in the manner set forth above shall not be considered. Holders of Claims or Interests may contact

Omni by (i) visiting Omni’s website for these chapter 11 cases at www.omniagentsolutions.com/Chisholm,

(ii) writing to Omni at Chisholm Oil and Gas Operating, LLC, et al., c/o Omni Agent Solutions, 5955 De

Soto Ave., Suite 100, Woodland Hills, CA 91367, (iii) email at [email protected], or

(iv) telephone at 1-866-989-6146 (toll free) or 1-818-646-2298 (international) to receive an appropriate

Ballot for any Claim for which a proof of claim has been timely filed and a Rule 3018(a) Motion has been

granted.

7. Objections to Confirmation. The deadline to object or respond to confirmation of

the Plan is [September 8, 2020] at [4:00 p.m.] (Prevailing Eastern Time) (the “Plan Objection

Deadline”). Objections and responses, if any, to confirmation of the Plan, must: (i) be in writing;

(ii) conform to the Bankruptcy Rules and the Local Rules; (iii) set forth the name of the objecting party and

the nature and amount of Claims or Interests held or asserted by the objecting party against the Debtors’

estates or property; (iv) provide the basis for the objection and the specific grounds therefor; and (v) be

filed with the Bankruptcy Court.

In addition, any objections or responses must also be served by email so that they are

actually received by the following Objection Notice Parties no later than the Plan Objection Deadline:

(a) Debtors, Chisholm Oil and Gas Operating, LLC, Attn: Michael Rigg ([email protected]);

(b) Proposed Counsel to Debtors, (i) Weil, Gotshal & Manges LLP, Attn: Matthew S. Barr

([email protected]), Kelly DiBlasi ([email protected]), and Lauren Tauro

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([email protected]) and (ii) Young Conaway Stargatt & Taylor, LLP, Attn: M. Blake Cleary

([email protected]) and Jaime Luton Chapman ([email protected]); (c) Office of the United States

Trustee for the District of Delaware, Attn: Timothy Fox, Jr. ([email protected]); (d) Counsel to the

RBL Agent, (i) Linklaters LLP, Attn: Margot Schonholtz ([email protected]) and

Penelope Jensen ([email protected]) and (ii) Morris, Nichols, Arsht & Tunnell LLP, Attn:

Derek C. Abbott ([email protected]); and (e) Counsel to Consenting Sponsors, Paul, Weiss, Rifkind,

Wharton & Garrison, LLP, Attn: Jeffrey D. Saferstein ([email protected]) and Elizabeth

McColm ([email protected]).

8. IF ANY OBJECTION TO CONFIRMATION OF THE PLAN IS NOT FILED

AND SERVED STRICTLY AS PRESCRIBED HEREIN, THE OBJECTING PARTY MAY BE BARRED

FROM OBJECTING TO CONFIRMATION OF THE PLAN AND MAY NOT BE HEARD AT THE

CONFIRMATION HEARING.

9. Additional Information. Any party in interest wishing to obtain a copy of the

Disclosure Statement and the Plan should contact Omni, the Debtors’ voting agent, at one of the following:

(i) in writing to Omni at Chisholm Oil and Gas Operating, LLC, et al., c/o Omni Agent Solutions, 5955 De

Soto Ave., Suite 100, Woodland Hills, CA 91367, (ii) by email at [email protected], or

(iii) by telephone at 1-866-989-6146 (toll free) or 1-818-646-2298 (international). Interested parties may

also review the Disclosure Statement, Plan, and all other documents filed in these chapter 11 cases free of

charge at www.omniagentsolutions.com/Chisholm. In addition, the Disclosure Statement and Plan are on

file with the Bankruptcy Court and may be reviewed by accessing the Bankruptcy Court’s website:

www.deb.uscourts.gov. Note that a PACER password and login are needed to access documents on the

Bankruptcy Court’s website. A PACER password can be obtained at: www.pacer.psc.uscourts.gov.

Notice Regarding Certain Release, Exculpation, and Injunction Provisions in Plan

10. Please be advised that Article X of the Plan contains certain release,

exculpation, and injunction provisions, including those set forth below. YOU ARE ADVISED TO

CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING THE DISCHARGE,

INJUNCTION, RELEASE, AND EXCULPATION PROVISIONS, AS YOUR RIGHTS MAY BE

AFFECTED.

Section 10.6 of the Plan: Plan Injunction

(a) Except as otherwise provided in the Plan, in the Plan Documents, or in the

Confirmation Order, as of the entry of the Confirmation Order but subject to the occurrence of the

Effective Date, all Persons who have held, hold, or may hold Claims against or Interests in any or all

of the Debtors and their respective Related Persons, are permanently enjoined after the entry of the

Confirmation Order from (i) commencing, conducting, or continuing in any manner, directly or

indirectly, any suit, action, or other proceeding of any kind (including any proceeding in a judicial,

arbitral, administrative, or other forum) against or affecting, directly or indirectly, a Debtor, a

Reorganized Debtor, or an Estate or the property of any of the foregoing, or any direct or indirect

transferee of any property of, or direct or indirect successor in interest to, any of the foregoing

Persons mentioned in this subsection (i) or any property of any such transferee or successor,

(ii) enforcing, levying, attaching (including any prejudgment attachment), collecting, or otherwise

recovering in any manner or by any means, whether directly or indirectly, any judgment, award,

decree, or order against a Debtor, a Reorganized Debtor, or an Estate or its property, or any direct

or indirect transferee of any property of, or direct or indirect successor in interest to, any of the

foregoing Persons mentioned in this subsection (ii) or any property of any such transferee or

successor, (iii) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any

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encumbrance of any kind against a Debtor, a Reorganized Debtor, or an Estate or any of its property,

or any direct or indirect transferee of any property of, or successor in interest to, any of the foregoing

Persons mentioned in this subsection (iii) or any property of any such transferee or successor,

(iv) acting or proceeding in any manner, in any place whatsoever, that does not conform to or comply

with the provisions of the Plan, and the Plan Documents, to the full extent permitted by applicable

law, and (v) commencing or continuing, in any manner or in any place, any action that does not

comply with or is inconsistent with the provisions of the Plan and the Plan Documents.

(b) By accepting distributions pursuant to the Plan, each holder of an Allowed Claim or

Interest shall be deemed to have affirmatively and specifically consented to be bound by the Plan,

including the injunctions set forth in Section 10.6 of the Plan.

Section 10.7(a) of the Plan: Releases by Debtors

As of the Effective Date, except for the rights and remedies that remain in effect from and

after the Effective Date to enforce the Plan, the Definitive Documents, and the obligations

contemplated by the Restructuring, on and after the Effective Date, the Released Parties3 will be

conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged, to the

maximum extent permitted by law, by the Debtors, the Reorganized Debtors, and the Estates, in each

case on behalf of themselves and their respective successors, assigns, and Representatives and any

and all other Persons that may purport to assert any Cause of Action derivatively, by or through the

foregoing Persons, from any and all Causes of Action (including any derivative claims, asserted or

assertable on behalf of the Debtors, the Reorganized Debtors, or the Estates) that the Debtors, the

Reorganized Debtors, the Estates, or their affiliates would have been legally entitled to assert in their

own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or

other Person, based on, relating to, or in any manner arising from, in whole or in part: the Debtors

(including the management, direct or indirect ownership, or operation thereof) or their Estates; the

Reorganized Debtors; the Chapter 11 Cases; the Plan; the Restructuring; the RBL Facility; any debt

or security of the Debtors and the ownership thereof; the purchase, sale, or rescission of the purchase

or sale of any debt or security of the Debtors or the Reorganized Debtors; the subject matter of, or

the transactions or events giving rise to, any Claim or Interest that is treated in the Plan; the business

or contractual arrangements or other interactions between any Debtor and any Released Party; the

restructuring of any Claim or Interest before or during the Chapter 11 Cases; any other in-or-out-

of-court restructuring efforts of the Debtors; any intercompany transaction; the negotiation,

formulation, preparation, dissemination, or consummation of the Exit Credit Facilities, the Plan, any

of the other Definitive Documents (including the Restructuring Support Agreement), or any other

contract, instrument, release, or document created or entered into in connection with the Plan or any

of the other Definitive Documents; the Solicitation; or any other act or omission, transaction,

agreement, event, or other occurrence related to any of the forgoing and taking place on or before

the Effective Date. Notwithstanding anything in the Plan to the contrary, the releases contained in

Section 10.7(a) of the Plan shall not release any Person from Causes of Action based on willful

misconduct, gross negligence or intentional fraud as determined by a Final Order.

3 “Released Parties” means, collectively, (i) the Debtors, (ii) the Consenting Creditors, (iii) the Consenting Sponsors,

(iv) the Reorganized Debtors, (v) the RBL Credit Agreement Secured Parties, (vi) the agents and lenders under the

Exit Credit Facilities, (vii) the holders of all Claims and Interests who vote to accept the Plan, and (viii) with respect

to each of the foregoing Persons in clauses (i) through (vii), such Persons’ Related Persons, and their respective heirs,

executors, estates, and nominees, in each case in their capacity as such. However, notwithstanding anything herein to

the contrary, any Person that opts out of the releases set forth in Section 10.7 of the Plan shall not be a Released Party.

5

Section 10.7(b) of the Plan: Releases by Holders of Claims and Interests

As of the Effective Date, except for the rights and remedies that remain in effect from and

after the Effective Date to enforce the Plan, the Definitive Documents, and the obligations

contemplated by the Restructuring, on and after the Effective Date, the Released Parties will be

conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged, to the

maximum extent permitted by law, by the Releasing Parties, in each case from any and all Causes of

Action (including any derivative claims, asserted or assertable on behalf of the Debtors, the

Reorganized Debtors, or their Estates) that such Releasing Parties4 or their estates, affiliates, heirs,

executors, administrators, successors, assigns, managers, accountants, attorneys, representatives,

consultants, agents, and any other Persons claiming under or through them would have been legally

entitled to assert in their own right (whether individually or collectively) or on behalf of the holder

of any Claim or Interest or other Person, based on, relating to, or in any manner arising from, in

whole or in part: the Debtors (including the management, direct or indirect ownership, or operation

thereof) or their Estates; the Reorganized Debtors; the Chapter 11 Cases; the Plan; the

Restructuring; the RBL Facility; any debt or security of the Debtors and the ownership thereof; the

purchase, sale, or rescission of the purchase or sale of any debt or security of the Debtors or the

Reorganized Debtors; the subject matter of, or the transactions or events giving rise to, any Claim or

Interest that is treated in the Plan; the business or contractual arrangements or other interactions

between any Debtor and any Released Party; the restructuring of any Claim or Interest before or

during the Chapter 11 Cases; any other in-or-out-of-court restructuring efforts of the Debtors; any

intercompany transaction; the negotiation, formulation, preparation, dissemination, or

consummation of the Exit Credit Facilities, the Plan, any of the other Definitive Documents (including

the Restructuring Support Agreement), or any other contract, instrument, release, or document

created or entered into in connection with the Plan or any of the other Definitive Documents; the

Solicitation; or any other act or omission, transaction, agreement, event, or other occurrence related

to any of the forgoing and taking place on or before the Effective Date. Notwithstanding anything in

the Plan to the contrary, the releases contained in Section 10.7(b) of the Plan shall not release any

Person from Causes of Action based on willful misconduct, gross negligence or intentional fraud as

determined by a Final Order.

PLEASE BE ADVISED THAT IF YOUR CLAIM IS UNIMPAIRED UNDER THE PLAN, YOU

WILL BE DEEMED TO HAVE GRANTED THE RELEASES CONTAINED IN SECTION

10.7(b) OF THE PLAN UNLESS YOU TIMELY OBJECT TO SUCH RELEASES BY THE

PLAN OBJECTION DEADLINE IN ACCORDANCE WITH PARAGRAPH 7 OF THIS

NOTICE.

Section 10.8 of the Plan: Exculpation

To the fullest extent permitted by applicable law, from and after the Effective Date, no

Exculpated Fiduciary and, solely to the extent provided by section 1125(e) of the Bankruptcy Code,

no Section 1125(e) Party, will have or incur, and each such Person will be released and exculpated

from, any Cause of Action based on, relating to, or in any manner arising from, in whole or in part:

the administration or filing of the Chapter 11 Cases; the negotiation, formulation, preparation,

4 “Releasing Parties” means, collectively, (i) the holders of all Claims and Interests who vote to accept the Plan,

(ii) the holders of all Claims and Interests whose vote to accept or reject the Plan is solicited but who do not vote either

to accept or to reject the Plan, (iii) the holders of all Claims and Interests who vote, or are deemed, to reject the Plan

but do not opt out of granting the releases set forth herein, (iv) the holders of all Claims and Interests who were given

notice of the opportunity to opt out of granting the releases set forth in Section 10.7 of the Plan but did not opt out,

(v) all other holders of Claims and Interests to the maximum extent permitted by law, and (vi) the Released Parties.

6

dissemination, or consummation of the Restructuring, the Exit Credit Facilities, the issuances of New

Equity Interests and Warrants (and the Warrant Equity issued upon exercise thereof), the Amended

Organizational Documents, the Management Incentive Plan, the Disclosure Statement, the

Restructuring Support Agreement, the Restructuring, the Plan, or any of the other Definitive

Documents; the Solicitation; the funding of the Plan; the occurrence of the Effective Date; the

administration of the Plan or the property to be distributed under the Plan; the issuance of securities

under or in connection with the Plan; the purchase, sale, or rescission of the purchase or sale of any

security of the Debtors or the Reorganized Debtors; or any other act or omission, transaction,

agreement, event, or other occurrence related to any of the forgoing and taking place on or before

the Effective Date. Notwithstanding anything in the Plan to the contrary, the exculpation provided

in Section 10.8 of the Plan shall not release any Person from Causes of Action based on willful

misconduct, gross negligence or intentional fraud as determined by a Final Order, but in all respects

such Persons will be entitled to reasonably rely upon the advice of counsel with respect to their duties

and responsibilities pursuant to the Plan. The exculpation provided in Section 10.8 of the Plan shall

be in addition to, and not in limitation of, all other releases, indemnities, exculpations, and any other

applicable law or rules protecting the Exculpated Parties5 from liability.

Notice of Assumption of Executory Contracts and

Unexpired Leases of Debtors and Related Procedures

11. Please take notice that, in accordance with Section 8.1 of the Plan and sections 365

and 1123 of the Bankruptcy Code, all executory contracts and unexpired leases (the “Assumed Contracts”)

to which the Debtors are parties shall be deemed assumed by the Debtors, unless such contract or lease

(i) was previously assumed or rejected by the Debtors, pursuant to a Final Order of the Bankruptcy Court,

(ii) previously expired or terminated pursuant to its own terms or by agreement of the parties thereto, (iii) is

the subject of a motion to reject filed by the Debtors on or before the Confirmation Date, (iv) is specifically

designated, with the consent of the RBL Agent, as a contract or lease to be rejected on the Schedule of

Rejected Contracts, or (v) is specifically designated as a contract or lease to be rejected as reasonably

requested by the RBL Agent by the deadline to file the Plan Supplement.

12. Any monetary amounts by which any executory contract or unexpired lease to be

assumed under the Plan is in default (a “Cure Amount”) shall be satisfied, under section 365(b)(1) of the

Bankruptcy Code, by the Reorganized Debtors, as applicable, upon assumption thereof. Annexed as

Exhibit 1 hereto is the Debtors notice of proposed Cure Amounts (the “Cure Notice”). Any counterparty

to an executory contract or unexpired leased entered into with one or more of the Debtors should review

the Cure Notice carefully. If a counterparty to any executory contract or unexpired lease is not listed on

the applicable Cure Notice, the proposed Cure Amount for such executory contract or unexpired lease has

be deemed to be zero dollars ($0).

13. To the extent that you object to the assumption of an Assumed Contract on any

basis, including the proposed Cure Amount or the Debtors’ satisfaction of the requirement under section

365(b)(1)(C) of the Bankruptcy Code to provide adequate assurance of future performance under an

Assumed Contract, you must (i) file with the Bankruptcy Court a written objection (the “Objection”) that

5 “Exculpated Parties” means (1) the Exculpated Fiduciaries, which includes (i) the Debtors, (ii) the Reorganized

Debtors, and (iii) with respect to each of the foregoing Persons in clauses (i) through (ii), such Persons’ Related

Persons and their respective heirs, executors, estates, and nominees, in each case in their capacity as such and (2) the

Section 1125(e) Parties, which includes (i) the RBL Credit Agreement Secured Parties, (ii) the agents and lenders

under the Exit Credit Facilities, (iii) the Consenting Sponsors, and (iv) with respect to each of the foregoing Persons

in clauses (i) through (iii), such Persons’ Related Persons, and their respective heirs, executors, estates, and nominees,

in each case in their capacity as such.

7

complies with the Bankruptcy Rules and the Local Rules and sets forth (a) the basis for such objection and

specific grounds therefor, and (b) the name and contact information of the person authorized to resolve such

objection, and (ii) serve the same on the Objection Notice Parties listed above, by email, so that such

Objection is actually received no later than the Plan Objection Deadline.

14. If no Objection is timely received with respect to an Assumed Contract, (a) you

shall be deemed to have assented to (i) the assumption of such Assumed Contract, (ii) the date of such

assumption, (iii) the Cure Amount, and (iv) satisfaction of the requirement under section 365(b)(1)(C) of

the Bankruptcy Code of the Debtors to provide adequate assurance of future performance under such

Assumed Contract, and (b) you shall be forever barred, estopped, and enjoined from challenging the validity

of such assumption or the adequate assurance of future performance contemplated herein.

15. To the extent a dispute relates solely to a Cure Amount, the applicable Debtor may

assume the executory contract or unexpired lease prior to the resolution of any such dispute, as long as that

Debtor reserves cash in an amount sufficient to pay the full amount reasonably asserted as the required Cure

Amount by the contract counterparty. Following entry of a final order resolving any such dispute, the

Debtors shall have right to reject any executory contract or unexpired lease within 30 days of such

resolution.

16. The Debtors request that, before filing an Objection, you contact the undersigned

attorneys for the Debtors prior to the Objection Deadline to attempt to resolve such dispute consensually.

Dated: ________, 2020



M. Blake Cleary (No. 3614) ([email protected])

Jaime Luton Chapman (No. 4936) ([email protected])

S. Alexander Faris (No. 6278) ([email protected])

Rodney Square



Telephone: (302) 571-6600

Facsimile: (302) 571-1253





767 Fifth Avenue


Telephone: (212) 310-8000

Facsimile: (212) 310-8007

Proposed Attorneys for Debtors and Debtors in Possession

EXHIBIT 1

Cure Notice

EXHIBIT 2-A

Form Claim Ballot (RBL Claims Ballot)

RBL CLAIMS BALLOT



------------------------------------------------------------ x

In re : Chapter 11

:


LLC, et al., :


------------------------------------------------------------ x

BALLOT FOR ACCEPTING OR REJECTING JOINT

CHAPTER 11 PLAN OF REORGANIZATION OF CHISHOLM

OIL AND GAS OPERATING, LLC AND ITS DEBTOR AFFILIATES

CLASS 3

PLEASE READ AND FOLLOW THE ENCLOSED INSTRUCTIONS FOR

COMPLETING BALLOTS CAREFULLY BEFORE COMPLETING THIS BALLOT

THIS BALLOT MUST BE ACTUALLY RECEIVED BY [SEPTEMBER 8, 2020] BY

[4:00 P.M.] (PREVAILING EASTERN TIME) (THE “VOTING DEADLINE”)

The above-captioned debtors and debtors in possession (collectively, the “Debtors”) have

sent this Ballot to you because our records indicate that you are a holder of a Claim in Class 3

(RBL Claims) and, accordingly, you have a right to vote to accept or reject the Joint Chapter 11

Plan of Reorganization of Chisholm Oil and Gas, LLC and Its Affiliated Debtors [D.I. 85] (as may

be amended, modified, or supplemented, the “Plan”).2

Your rights are described in the Debtors’ Disclosure Statement for Joint Chapter 11 Plan

of Reorganization of Chisholm Oil and Gas, LLC and Its Affiliated Debtors, and all exhibits related

thereto [D.I. 86] (as may be amended, modified, or supplemented, the “Disclosure Statement”)

and the Disclosure Statement Order. The Disclosure Statement, the Plan, the Disclosure Statement

Order, and the Notice of the Confirmation Hearing are included in the Solicitation Package you





2 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan, Disclosure

Statement (as defined herein), or the Order Pursuant to 11 U.S.C. §§ 502, 1125, 1126, and 1128 and

Fed. R. Bankr. P. 2002, 3017, 3018, and 3020 (I) Approving Disclosure Statement, (II) Establishing Solicitation,

Voting, and Related Procedures, (III) Scheduling Confirmation Hearing, (IV) Establishing Notice and Objection

Procedures for Confirmation of Plan, (V) Approving Debtors’ Proposed Cure Procedures for Unexpired Leases and

Executory Contracts, and (VI) Granting Related Relief (the “Disclosure Statement Order”), as applicable, or as the

context otherwise requires.

2

are receiving with this Ballot. If you need to obtain additional solicitation materials, you may

contact Omni Agent Solutions (“Omni”), the voting agent retained by the Debtors in these chapter

11 cases, by (i) visiting Omni’s website for these chapter 11 cases at

www.omniagentsolutions.com/Chisholm, (ii) writing to Omni at Chisholm Oil and Gas Operating,

LLC, et al., c/o Omni Agent Solutions, 5955 De Soto Ave., Suite 100, Woodland Hills, CA 91367,

(iii) e-mail at the following address [email protected], or (iv) telephone at 1-

866-989-6146 (toll free) or 1-818-646-2298 (international). You may also obtain copies of any

pleadings filed in these chapter 11 cases for a fee via PACER at: http://www.deb.uscourts.gov.

The Court has approved the Disclosure Statement as containing adequate information, as

required under section 1125 of the Bankruptcy Code. Court approval of the Disclosure Statement

does not indicate approval of the Plan by the Court. This Ballot may not be used for any purpose

other than to vote to accept or reject the Plan. If you believe you have received this Ballot in error,

please contact Omni at the address, telephone number, or e-mail address set forth above.

You should review the Disclosure Statement and the Plan carefully before you vote. You

may wish to seek legal advice concerning the Plan and the Plan’s classification and treatment of

your Claim. Your Claim has been placed in Class 3 under the Plan. If you hold Claims or Interests

in more than one Class, you will receive a Ballot for each Class in which you are entitled to vote.

If Omni does not receive your Ballot on or before the Voting Deadline, which is

[September 8, 2020], at [4:00 p.m.] (Prevailing Eastern Time), and if the Voting Deadline is

not extended, your vote will not count. If the Court confirms the Plan, it will bind you

regardless of whether you vote. You may submit your Ballot through Omni’s online electronic

balloting portal (the “E-Balloting Portal”) or by returning this paper Ballot.

3

If Submitting Your Vote through the E-Balloting Portal

Omni will accept Ballots if properly completed through the E-Balloting Portal. To

submit your Ballot via the E-Balloting Portal, visit the following website:

www.omniagentsolutions.com/Chisholm, click on the “E-Ballot” section of the Debtors’

website, and follow the instructions to submit your Ballot.

IMPORTANT NOTE: You will need the following information to retrieve and submit

your customized electronic Ballot:

Unique E-Ballot ID#:__________________________________________________

Omni’s E-Balloting Portal is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email, or other means

of electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims identified and

described in your electronic Ballot. Please complete and submit an electronic Ballot for

each E-Ballot ID# you receive, as applicable. Claimants who cast a Ballot using the E-

Balloting Portal should NOT also submit a paper Ballot.

If your Ballot is not received by Omni on or before the Voting Deadline, and such Voting

Deadline is not extended by the Debtors as noted above, your vote will not be counted.

If Submitting Your Vote by Overnight Courier, Hand Delivery, or First Class Mail:

Chisholm Oil and Gas Operating, LLC, et al.

c/o Omni Agent Solutions

5955 De Soto Ave., Suite 100,

Woodland Hills, CA 91367

Item 1. Treatment of Your Class 3 RBL Claim.

Subject to the terms and conditions of the Plan, you will receive the following treatment on account

of your Class 3 RBL Claim if the Plan is consummated:

Class 3 Treatment: On the Effective Date, each holder of an Allowed RBL Claim

shall receive, in full and final satisfaction of such Allowed RBL Claim, such

holder’s Pro Rata share of:

(i) 95% of the New Equity Interests, subject to dilution by (y) the MIP

Equity and (z) if (A) Class 4 and Class 7 vote to accept the Plan and

(B) as of the Confirmation Date, the Consenting Sponsors have not

terminated their obligations under the Restructuring Support

4

Agreement pursuant to Section 6(d)(xii) thereof, the Warrant

Equity;

(ii) if (A) Class 4 or Class 7 does not vote to accept the Plan or (B) prior

to the Confirmation Date, the Consenting Sponsors terminate their

obligations under the Restructuring Support Agreement pursuant to

Section 6(d)(xii) thereof, an additional 5% of the New Equity

Interests, subject to dilution by the MIP Equity; and

(iii) the FLSO Term Loan.

For additional discussion of your treatment and rights under the Plan, please read the

Disclosure Statement and the Plan.

Item 2. Amount of Claim.

The undersigned hereby certifies that as of the Voting Record Date [August 4, 2020], the

undersigned holder was the holder of a Class 3 RBL Claim against the Debtors in the following

principal amount (insert amount in box below) for voting:

Amount of Claim: $___________________

Item 3. Vote on Plan.

The holder of the Class 3 RBL Claim against the Debtors set forth in Item 2 votes to

(please check one):

ACCEPT THE PLAN

☐

REJECT THE PLAN

☐

Any Ballot that is executed by the holder of a Claim or Interest, but that indicates both an

acceptance and a rejection of the Plan or does not indicate either an acceptance or rejection of the

Plan, will not be counted.

If no holders of Class 3 RBL Claims eligible to vote to accept or reject the Plan vote on the

Plan, then the Plan will be deemed accepted by Class 3 RBL Claims.

Item 4. Section 10.7(b) of the Plan provides for the following release:

As of the Effective Date, except for the rights and remedies that remain in effect from

and after the Effective Date to enforce the Plan, the Definitive Documents, and the

obligations contemplated by the Restructuring, on and after the Effective Date, the Released

5

Parties3 will be conclusively, absolutely, unconditionally, irrevocably, and forever released

and discharged, to the maximum extent permitted by law, by the Releasing Parties,4 in each

case from any and all Causes of Action (including any derivative claims, asserted or

assertable on behalf of the Debtors, the Reorganized Debtors, or their Estates) that such

Releasing Parties or their estates, affiliates, heirs, executors, administrators, successors,

assigns, managers, accountants, attorneys, representatives, consultants, agents, and any

other Persons claiming under or through them would have been legally entitled to assert in

their own right (whether individually or collectively) or on behalf of the holder of any Claim

or Interest or other Person, based on, relating to, or in any manner arising from, in whole or

in part: the Debtors (including the management, direct or indirect ownership, or operation


Restructuring; the RBL Facility; any debt or security of the Debtors and the ownership

thereof; the purchase, sale, or rescission of the purchase or sale of any debt or security of the

Debtors or the Reorganized Debtors; the subject matter of, or the transactions or events

giving rise to, any Claim or Interest that is treated in the Plan; the business or contractual

arrangements or other interactions between any Debtor and any Released Party; the

restructuring of any Claim or Interest before or during the Chapter 11 Cases; any other in-

or-out-of-court restructuring efforts of the Debtors; any intercompany transaction; the

negotiation, formulation, preparation, dissemination, or consummation of the Exit Credit

Facilities, the Plan, any of the other Definitive Documents (including the Restructuring

Support Agreement), or any other contract, instrument, release, or document created or

entered into in connection with the Plan or any of the other Definitive Documents; the

Solicitation; or any other act or omission, transaction, agreement, event, or other occurrence

related to any of the forgoing and taking place on or before the Effective Date.

Notwithstanding anything in the Plan to the contrary, the releases contained in Section

10.7(b) of the Plan shall not release any Person from Causes of Action based on willful














6

IMPORTANT INFORMATION REGARDING THE THIRD PARTY RELEASE:

Prior to voting on the Plan, please note the following:

If you vote to accept the Plan, you shall be deemed to have consented to the release,

injunction, and exculpation provisions set forth in Sections 10.5, 10.6, 10.7, 10.8, and

10.9 of the Plan.

If you (i) do not vote either to accept or reject the Plan or (ii) vote to reject the Plan

and, in each case, do not check the box below, you shall be deemed to have consented

to the release provisions set forth in Section 10.7(b) of the Plan.

The Disclosure Statement and the Plan must be referenced for a complete description

of the release, injunction, and exculpation provisions.

The holder of a Class 3 RBL Claim elects to:

□ OPT OUT of the releases contained in Section 10.7(b) of the Plan.

Item 5. Certifications.

By signing this Ballot, the undersigned certifies to the Court and the Debtors:

1. that as of the Voting Record Date, the undersigned is either: (a) the Person that is

the holder of the Class 3 RBL Claim(s) being voted; or (b) the Person that is an

authorized signatory for the Person that is the holder of the Class 3 RBL Claim(s)

being voted;

2. that the Person has received a copy of the Disclosure Statement, the Plan, and the

Solicitation Package and acknowledges that the solicitation is being made pursuant

to the terms and conditions set forth therein;

3. that the Person has cast the same vote with respect to all Class 3 RBL Claims;

4. that no other Ballots with respect to the amount of the Class 3 RBL Claim(s)

identified in Item 2 have been cast or, if any other Ballots have been cast with

respect to such Claim(s), then any such Ballots dated earlier are hereby revoked;

5. that the Person acknowledges that a vote to accept the Plan constitutes an

acceptance of the treatment of such Person’s Class 3 RBL Claim(s);

6. that the Person understands and, if accepting the Plan, agrees with the treatment

provided for its Claim(s) under the Plan;

7. that the Person acknowledges and understands that (a) if no holders of Claims or

Interests eligible to vote in a particular Class vote to accept or reject the Plan, the

Plan shall be deemed accepted by the holders of such Claims or Interests in such

7

Class; and (b) any Class of Claims or Interests that does not have a holder of an

Allowed Claim or Allowed Interest, or a Claim or Interest temporarily allowed by

the Court as of the date of the Confirmation Hearing, shall be deemed eliminated

from the Plan for purposes of voting to accept or reject the Plan and for purposes

of determining acceptance or rejection of the Plan by such Class pursuant to section

1129(a)(8) of the Bankruptcy Code; and

8. that the Person acknowledges and agrees that the Debtors may make conforming

changes to the Plan to the extent provided by Bankruptcy Rule 3019 as may be

reasonably necessary but that the Debtors will not re-solicit acceptances or

rejections of the Plan in the event of such conforming changes.

8

Name of Holder: __________________________________

(Please print or type)

Signature: __________________________________

Name of Signatory: __________________________________

(If other than holder)5

Title: __________________________________

Address: __________________________________

__________________________________

__________________________________

Telephone No.: __________________________________

E-Mail Address: __________________________________

Date Completed: __________________________________

UNLESS SUBMITTING YOUR VOTE THROUGH THE E-BALLOTING PORTAL,

PLEASE COMPLETE, SIGN, AND DATE THIS BALLOT AND RETURN IT

PROMPTLY IN THE RETURN ENVELOPE PROVIDED.

WHETHER SUBMITTING YOUR BALLOT THROUGH THE E-BALLOTING

PORTAL, OR BY FIRST CLASS MAIL, OVER NIGHT COURIER OR HAND

DELIVERY, YOUR BALLOT MUST BE ACTUALLY RECEIVED

BY THE VOTING DEADLINE, WHICH IS

[4:00 P.M.] PREVAILING EASTERN TIME ON [SEPTEMBER 8, 2020].

5 If you are completing this Ballot on behalf of another Person, indicate your relationship with such Person and the

capacity in which you are signing. You may be required to provide additional information or documentation with

respect to such relationship.

9

INSTRUCTIONS FOR COMPLETING BALLOTS

1. The Debtors are soliciting the votes of holders of certain Claims and Interests with respect

to the Plan annexed as Exhibit A to the Disclosure Statement. Capitalized terms used in

the Ballot or in these instructions (the “Ballot Instructions”) but not otherwise defined

therein or herein shall have the meaning set forth in the Plan, the Disclosure Statement, or

the Disclosure Statement Order, as applicable.

2. The Court may confirm the Plan and thereby bind you to the terms of the Plan. Please

review the Disclosure Statement for more information.

3. Omni’s “E-Ballot” platform is the sole manner in which Ballots will be accepted via

electronic or online transmission. Ballots submitted by facsimile, email, or other means of

electronic transmission will not be counted. To have your vote counted, you must

electronically complete, sign, and return this customized Electronic Ballot by utilizing the

E-Ballot platform on Omni’s website. Your Ballot must be received by Omni no later than

the Voting Deadline, unless such time is extended by the Debtors.

HOLDERS ARE STRONGLY ENCOURAGED TO SUBMIT THEIR BALLOTS

VIA THE E-BALLOT PLATFORM.

4. If you prefer to return a hard copy of your Ballot, you may return it in the enclosed

preaddressed, postage prepaid envelope or via first class, overnight courier, or hand

delivery to:





5. To ensure that your vote is counted, you must: (a) complete the Ballot; (b) indicate your

decision either to accept or reject the Plan in the boxes provided in Item 3 of the Ballot;

and (c) sign and return the Ballot to the address set forth on the enclosed pre-addressed

envelope or in a method provided herein. The Voting Deadline for the receipt of Ballots

by Omni is [4:00 p.m.] (Prevailing Eastern Time) on [September 8, 2020]. Your

completed Ballot must be received by Omni on or before the Voting Deadline.

6. Except as otherwise provided herein or unless waived by the Debtors or permitted by order

of the Bankruptcy Court, unless the Ballot being furnished is timely submitted on or prior

to the Voting Deadline, the Debtors shall reject such Ballot as invalid and, therefore,

decline to count it in connection with confirmation of the Plan.

7. If you cast more than one Ballot voting the same Claim(s) or Interest(s) before the Voting

Deadline, the last valid Ballot received on or before the Voting Deadline shall be deemed

to reflect your intent, and thus, supersede any prior Ballot.

10

8. If you cast a Ballot that is properly completed, executed, and timely returned to Omni, but

does not indicate either an acceptance or rejection of the Plan, the Ballot will not be

counted.


indicates both an acceptance and a rejection of the Plan, the Ballot will not be counted.

10. You shall be deemed to have voted the full amount of your Claim or Interest in each Class

and shall not be entitled to split your vote within a particular Class. Any Ballot that

partially accepts and partially rejects the Plan will not be counted.

11. If you cast Ballots received by Omni on the same day, but which are voted inconsistently,

such Ballots will not be counted.

12. The following Ballots shall not be counted:

(i) any Ballot received after the Voting Deadline, unless the Debtors shall have granted

an extension of the Voting Deadline in writing with respect to such Ballot;

(ii) any Ballot that is illegible or contains insufficient information to permit the

identification of the Claim or Interest holder;

(iii) any Ballot cast by a person or entity that does not hold a Claim or Interest in a Class

that is entitled to vote to accept or reject the Plan;

(iv) any Ballot cast by a person who is not entitled to vote, even if such individual holds

a Claim or Interest in a Voting Class;

(v) any unsigned Ballot;

(vi) any Ballot for which the Court determines, after notice and a hearing, that such vote

was not solicited or procured in good faith or in accordance with the provisions of

the Bankruptcy Code; or

(vii) any Ballot transmitted to Omni by means not specifically approved herein.

13. If you are signing a Ballot in your capacity as a trustee, executor, administrator, guardian,

attorney in fact, officer of a corporation, or otherwise acting in a fiduciary or representative

capacity, you should indicate such capacity when signing and, if requested by Omni, the

Debtors, or the Court, must submit proper evidence to the requesting party to so act on

behalf of such holder. In addition, you should provide their name and mailing address if it

is different from that set forth on the attached mailing label or if no such mailing label is

attached to the Ballot.

14. If you hold Claims or Interests in more than one Class, you must use separate Ballots for

each Class of Claims or Interests.

11

15. The Debtors, subject to contrary order of the Bankruptcy Court, may waive any defect or

irregularity as to any particular Ballot at any time, either before or after the close of voting,

and any such waiver shall be documented in the Voting Certification.

16. Neither the Debtors, nor any other Person, will be under any duty to provide notification

of defects or irregularities with respect to delivered Ballots other than as provided in the

Voting Certification, nor will any of them incur any liability for failure to provide such

notification.

17. Unless waived by the Debtors, subject to contrary order of the Bankruptcy Court, any

defects or irregularities in connection with deliveries of Ballots must be cured prior to the

Voting Deadline or such Ballots will not be counted.

18. The Ballot is not a letter of transmittal and may not be used for any purpose other than to

vote to accept or reject the Plan. Accordingly, at this time, holders of Claims or Interests

should not surrender certificates or instruments representing or evidencing their Claim or

Interests, and neither the Debtors nor Omni will accept delivery of any such certificates or

instruments surrendered together with a Ballot.

19. This Ballot does not constitute, and shall not be deemed to be (i) a proof of claim or (ii) an

assertion or admission of a Claim.

20. If you believe you have received the wrong Ballot, you should contact Omni immediately

at 1-866-989-6146 (Toll Free) or 1-818-646-2298 (International) or by email to

[email protected] and include “Chisholm Oil and Gas” in the subject

line.

PLEASE SUBMIT YOUR BALLOT PROMPTLY

IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING

PROCEDURES, PLEASE CONTACT OMNI AT 1-866-989-6146 (TOLL FREE) OR

1-818-646-2298 (INTERNATIONAL)

*****

EXHIBIT 2-B

Form Claim Ballot (General Unsecured Claims Ballot)

GENERAL UNSECURED CLAIMS BALLOT



------------------------------------------------------------ x

In re : Chapter 11

:


LLC, et al., :


------------------------------------------------------------ x




CLASS 4







(General Unsecured Claims) and, accordingly, you have a right to vote to accept or reject the Joint

Chapter 11 Plan of Reorganization of Chisholm Oil and Gas, LLC and Its Affiliated Debtors [D.I.

85] (as may be amended, modified, or supplemented, the “Plan”).2











Statement (as defined herein) or the Order Pursuant to 11 U.S.C. §§ 502, 1125, 1126, and 1128 and






2























3


Omni will accept Ballots if properly completed through the E-Balloting Portal. To submit

your Ballot via the E-Balloting Portal, visit the following website:



IMPORTANT NOTE: You will need the following information to retrieve and submit your

customized electronic Ballot:




electronic transmission will not be counted.

Each E-Ballot ID# is to be used solely for voting only those Claims or Interests identified

and described in your electronic Ballot. Please complete and submit an electronic Ballot

for each E-Ballot ID# you receive, as applicable. Claimants who cast a Ballot using the E-









Item 1. Treatment of Your Class 4 General Unsecured Claim.


of your Class 4 General Unsecured Claim if it is Allowed and the Plan is consummated:

(i) If (A) Class 4 and Class 7 vote to accept the Plan and (B) as of the

Confirmation Date, the Consenting Sponsors have not terminated

their obligations under the Restructuring Support Agreement

pursuant to Section 6(d)(xii) thereof, then on or as soon as

reasonably practicable after the later of the Effective Date and the

date on which a General Unsecured Claim becomes an Allowed

General Unsecured Claim, each holder of an Allowed General

Unsecured Claim shall receive, in full and final satisfaction of such

Claim, such holder’s Pro Rata share of:

4

1. 3% of the New Equity Interests, subject to dilution by the

Warrant Equity and the MIP Equity; and

2. Warrants for up to 6% of the New Equity Interests, subject

to dilution by the MIP Equity.

(ii) If (A) Class 4 or Class 7 does not vote to accept the Plan or (B) prior



Section 6(d)(xii) thereof, then no holder of a General Unsecured

Claim shall receive any distribution on account of such General

Unsecured Claim.





undersigned holder was the holder of a Class 4 General Unsecured Claim in the following principal

amount(s) (insert amount in box below) for voting:

Amount of Claim: $___________________

Debtor: ___________________


The holder of a Class 4 General Unsecured Claim against the Debtor set forth in Item 2

votes to (please check one):

ACCEPT THE PLAN

☐

REJECT THE PLAN

☐




If no holders of Class 4 General Unsecured Claims eligible to vote to accept or reject the

Plan vote on the Plan, then the Plan will be deemed accepted by Class 4 General Unsecured Claims.

5

Item 4. OPTIONAL – Convenience Claim Election.

Check the box below if you elect to have your Class 4 General Unsecured Claim irrevocably

reduced to the amount of $[●] and, therefore, to be treated as a Convenience Claim in

accordance with the Plan.3 By making this Convenience Claim Election, your response to Item

3 above will be counted as a vote in Class 5 with respect to your Convenience Claim. If you make

a Convenience Claim Election, you will not be entitled to any other recovery or distribution on

account of your General Unsecured Claim in Class 4.

□ The undersigned certifies that it elects to voluntarily and irrevocably reduce the

amount of its Allowed General Unsecured Claim to $[●], such that it will be entitled to

receive a distribution as a holder of a Convenience Claim pursuant to the Plan. Holders

of General Unsecured Claims that make such election shall only be entitled to a

distribution on one Convenience Claim against the Debtors in full and final satisfaction

of all of such holders’ Claims that are based on the same liability or obligation as the

Convenience Claim.













3 “Convenience Class Claim” means a Claim that would otherwise be an Allowed General Unsecured Claim that is

either (i) Allowed in the amount of $[●] or less or (ii) Allowed in an amount greater than $[●] but reduced to $[●] for

purposes of the Plan in full and final satisfaction of such Claim by a voluntary and irrevocable written election of the

holder of such Claim made on a timely and properly completed and delivered Ballot or other writing reasonably

acceptable to the Debtors.













6
























10.9 of the Plan.






The holder of a Class 4 General Unsecured Claim elects to:





the holder of the Class 4 General Unsecured Claim(s) being voted; or (b) the Person

that is an authorized signatory for the Person that is the holder of the Class 4 General

Unsecured Claim(s) being voted;

7




3. that the Person has cast the same vote with respect to all Class 4 General Unsecured

Claims;

4. that no other Ballots with respect to the amount of the Class 4 General Unsecured

Claim(s) identified in Item 2 have been cast or, if any other Ballots have been cast

with respect to such Claim(s), then any such Ballots dated earlier are hereby

revoked;


acceptance of the treatment of such Person’s Class 4 General Unsecured Claim(s);
















8

Name of Holder: __________________________________


Signature: __________________________________



Title: __________________________________

Address: __________________________________

__________________________________

__________________________________

Telephone No.: __________________________________

E-Mail Address: __________________________________

Date Completed: __________________________________












9



















delivery to:


















10



counted.









(viii) any Ballot received after the Voting Deadline, unless the Debtors shall have granted


(ix) any Ballot that is illegible or contains insufficient information to permit the


(x) any Ballot cast by a person or entity that does not hold a Claim or Interest in a Class


(xi) any Ballot cast by a person who is not entitled to vote, even if such individual holds


(xii) any unsigned Ballot;

(xiii) any Ballot for which the Court determines, after notice and a hearing, that such vote



(xiv) any Ballot transmitted to Omni by means not specifically approved herein.










11







notification.














line.





*****

EXHIBIT 2-C

Form Claim Ballot (Convenience Class Claims Ballot)

CONVENIENCE CLASS CLAIMS BALLOT



------------------------------------------------------------ x

In re : Chapter 11

:


LLC, et al., :


------------------------------------------------------------ x




CLASS 5







(Convenience Class Claims) and, accordingly, you have a right to vote to accept or reject the Joint

Chapter 11 Plan of Reorganization of Chisholm Oil and Gas, LLC and Its Affiliated Debtors [D.I.

85] (as may be amended, modified, or supplemented, the “Plan”).2


















2






















3














for each E-Ballot ID# you receive, as applicable. Claimants who cast a Ballot using the E-









Item 1. Treatment of Your Class 5 Convenience Class Claim.


of your Class 5 Convenience Class Claim if it is Allowed and the Plan is consummated:




pursuant to Section 6(d)(xii) thereof, then on or as soon as

reasonably practicable after the later of the Effective Date and the

date a Convenience Class Claim becomes an Allowed Convenience

Class Claim, each holder of an Allowed Convenience Class Claim

shall receive, in full and final satisfaction of such Allowed

4

Convenience Class Claim, a Cash payment in an amount equal to

[●]% of an Allowed Convenience Class Claim.

(ii) If (A) Class 4 or Class 7 does not vote to accept the Plan or (B) prior



Section 6(d)(xii) thereof, then no holder of a Convenience Class

Claim shall receive any distribution on account of such Convenience

Class Claim.





undersigned holder was the holder of a Class 5 Convenience Class Claim in the following principal

amount(s) (insert amount in box below) for voting:

Amount of Claim: $___________________

Debtor: ___________________


The holder of a Class 5 Convenience Class Claim against the Debtor set forth in Item 2


ACCEPT THE PLAN

☐

REJECT THE PLAN

☐




If no holders of Class 5 Convenience Class eligible to vote to accept or reject the Plan votes

on the Plan, then the Plan will be deemed accepted by Class 5 Convenience Class Claims.





5








































6





10.9 of the Plan.






The holder of a Class 5 Convenience Class Claim elects to:





the holder of the Class 5 Convenience Class Claim(s) being voted; or (b) the Person

that is an authorized signatory for the Person that is the holder of the Class 5

Convenience Class Claim(s) being voted;




3. that the Person has cast the same vote with respect to all Class 5 Convenience Class

Claims;

4. that no other Ballots with respect to the amount of the Class 5 Convenience Class

Claim(s) identified in Item 2 have been cast or, if any other Ballots have been cast

with respect to such Claim(s), then any such Ballots dated earlier are hereby

revoked;


acceptance of the treatment of such Person’s Class 5 Convenience Class Claim(s);





7












8

Name of Holder: __________________________________


Signature: __________________________________



Title: __________________________________

Address: __________________________________

__________________________________

__________________________________

Telephone No.: __________________________________

E-Mail Address: __________________________________

Date Completed: __________________________________












9



















delivery to:


















10



counted.


















(vi) any Ballot which the Court determines, after notice and a hearing, that such vote













11







notification.














line.





*****

EXHIBIT 2-D

Form Ballot (Chisholm Parent Equity Interests Ballot)

CHISHOLM PARENT EQUITY INTERESTS BALLOT



------------------------------------------------------------ x

In re : Chapter 11

:


LLC, et al., :


------------------------------------------------------------ x




CLASS 7






sent this Ballot to you because our records indicate that you are a holder of an Interest in Class 7

(Chisholm Parent Equity Interests) and, accordingly, you have a right to vote to accept or reject

the Joint Chapter 11 Plan of Reorganization of Chisholm Oil and Gas, LLC and Its Affiliated

Debtors [D.I. 85] (as may be amended, modified, or supplemented, the “Plan”).2

















2






(iii) e-mail at the following address [email protected], or (iv) telephone at

1-866-989-6146 (toll free) or 1-818-646-2298 (international). You may also obtain copies of any









your Interests. Your Interests have been placed in Class 7 under the Plan. If you hold Claims or

Interests in more than one Class, you will receive a Ballot for each Class in which you are entitled

to vote.






3














for each E-Ballot ID# you receive, as applicable. Holders who cast a Ballot using the E-









Item 1. Treatment of Your Class 7 Chisholm Parent Equity Interests.


of your Class 7 Chisholm Parent Equity Interests if the Plan is consummated:




pursuant to Section 6(d)(xii) thereof, then on the Effective Date,

each holder of Chisholm Parent Equity Interests shall receive, in full

and final satisfaction of such Chisholm Parent Equity Interests, such

holder’s Pro Rata share of:

4

1. 2% of the New Equity Interests, subject to dilution by the

Warrant Equity and the MIP Equity; and

2. Warrants for up to 5% of the New Equity Interests, subject

to dilution by the MIP Equity.

(ii) If (A) Class 4 or Class 7 do not vote to accept the Plan or (B) prior



Section 6(d)(xii) thereof, then no holder of Chisholm Parent Equity

Interests shall receive any distribution on account of such Chisholm

Parent Equity Interests.



Item 2. Interest.


undersigned was the holder of a Class 7 Chisholm Parent Equity Interest.


The holder of a Class 7 Chisholm Parent Equity Interest in the Debtor set forth in Item 2


ACCEPT THE PLAN

☐

REJECT THE PLAN

☐




If no holders of Class 7 Chisholm Parent Equity Interests eligible to vote to accept or reject

the Plan vote on the Plan, then the Plan will be deemed accepted by Class 7 Chisholm Parent

Equity Interests.





5

































the contrary, any Person that opts out of the releases set forth in Section 10.7of the Plan shall not be a Released Party.







6





10.9 of the Plan.






The holder of a Class 7 Chisholm Parent Equity Interests elects to:




1. that as of the Voting Record Date, the undersigned is either: (a) the Person (as

defined in the Plan) that is the holder of the Class 7 Chisholm Parent Equity

Interests(s) being voted; or (b) the Person that is an authorized signatory for the

Person that is the holder of the Class 7 Chisholm Parent Equity Interest being voted;




3. that the Person has cast the same vote with respect to all Class 7 Chisholm Parent

Equity Interests;

4. that no other Ballots with respect to the amount of the Class 7 Chisholm Parent

Equity Interests identified in Item 2 have been cast or, if any other Ballots have

been cast with respect to such Interest(s) then any such Ballots dated earlier are

hereby revoked;


acceptance of the treatment of such Person’s Class 7 Chisholm Parent Equity

Interest(s);


provided for its Interest(s) under the Plan;

7














8

Name of Holder: __________________________________


Signature: __________________________________



Title: __________________________________

Address: __________________________________

__________________________________

__________________________________

Telephone No.: __________________________________

E-Mail Address: __________________________________

Date Completed: __________________________________












9



















delivery to:


















10



counted.


















(vi) any Ballot for which the Court determines, after notice and a hearing, that such vote













11







notification.














line.





*****