8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2009

UNITED REFINING ENERGY CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-33868	42-1732420
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

823 Eleventh Avenue New York, NY	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 956-5803

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

UNITED REFINING ENERGY CORP. (THE “COMPANY”) AND CHAPARRAL ENERGY, INC. (“CHAPARRAL”) CLAIM THE PROTECTION OF THE SAFE HARBOR FOR “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ARE NOT HISTORICAL FACTS. SUCH FORWARD-LOOKING STATEMENTS, BASED UPON THE CURRENT BELIEFS AND EXPECTATIONS OF MANAGEMENT OF THE COMPANY AND CHAPARRAL REGARDING, AMONG OTHER THINGS, THE COMPANY’S PROPOSED BUSINESS COMBINATION WITH CHAPARRAL DISCUSSED HEREIN AND THE BUSINESS OF CHAPARRAL, ARE SUBJECT TO RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE FORWARD-LOOKING STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS: (I) THE COMPANY’S ABILITY TO COMPLETE ITS PROPOSED BUSINESS COMBINATION WITH CHAPARRAL WITHIN THE SPECIFIED TIME LIMITS; (II) OFFICERS AND DIRECTORS ALLOCATING THEIR TIME TO OTHER BUSINESSES OR POTENTIALLY HAVING CONFLICTS OF INTEREST WITH THE COMPANY’S BUSINESS OR IN APPROVING THE TRANSACTION; (III) SUCCESS IN RETAINING OR RECRUITING, OR CHANGES REQUIRED IN, THE COMPANY’S OFFICERS, KEY EMPLOYEES OR DIRECTORS FOLLOWING THE TRANSACTION; (IV) DELISTING OF THE COMPANY’S SECURITIES FROM THE NYSE AMEX FOLLOWING THE TRANSACTION AND INABILITY TO LIST THE COMPANY’S SECURITIES ON THE NYSE; (V) THE POTENTIAL LIQUIDITY AND TRADING OF THE COMPANY’S PUBLIC SECURITIES; (VI) THE COMPANY’S REVENUES AND OPERATING PERFORMANCE; (VII) CHANGES IN OVERALL ECONOMIC CONDITIONS; (VIII) ANTICIPATED BUSINESS DEVELOPMENT ACTIVITIES OF THE COMPANY FOLLOWING THE TRANSACTION; (IX) RISKS AND COSTS ASSOCIATED WITH REGULATION OF CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS (INCLUDING PURSUANT TO SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002); AND (X) OTHER RELEVANT RISKS DETAILED IN THE COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) AND THOSE FACTORS LISTED IN THE REVISED PRELIMINARY PROXY STATEMENT UNDER “RISK FACTORS”. THE INFORMATION SET FORTH HEREIN SHOULD BE READ IN LIGHT OF SUCH RISKS. NEITHER THE COMPANY NOR CHAPARRAL ASSUMES ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED IN THIS REPORT.

THE COMPANY HAS HELD, AND INTENDS TO HOLD, PRESENTATIONS FOR CERTAIN OF ITS SECURITYHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING THE COMPANY’S SECURITIES, REGARDING ITS PROPOSED BUSINESS COMBINATION WITH CHAPARRAL, AS DESCRIBED IN THE PRELIMINARY PROXY STATEMENT.

THE COMPANY HAS FILED A PRELIMINARY PROXY STATEMENT WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION. SECURITYHOLDERS OF THE COMPANY AND OTHER INTERESTED PERSONS ARE URGED TO READ THE REVISED PRELIMINARY PROXY STATEMENT, THE CURRENT REPORTS ON FORM 8-K FILED BY THE COMPANY WITH THE SEC ON OCTOBER 13, 2009, OCTOBER 14, 2009 AND NOVEMBER 14, 2009 (COLLECTIVELY THE “CURRENT REPORTS”) AND ANY OTHER DOCUMENTS FILED OR TO BE FILED BY THE COMPANY WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ THE COMPANY’S FINAL PROSPECTUS, DATED DECEMBER 11, 2007, ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2009 (THE “ANNUAL REPORT”) AND OTHER REPORTS AS FILED WITH THE SEC, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE COMPANY’S OFFICERS AND DIRECTORS AND THEIR AFFILIATES AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTION. THE DEFINITIVE PROXY STATEMENT WILL BE MAILED TO THE COMPANY’S STOCKHOLDERS AND WARRANTHOLDERS AS OF NOVEMBER 20, 2009, THE RECORD DATE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS. STOCKHOLDERS, WARRANTHOLDERS AND OTHERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT WITHOUT CHARGE, BY DIRECTING A REQUEST TO THE COMPANY IN WRITING AT 823 ELEVENTH AVENUE, NEW YORK, NY 10019, OR BY TELEPHONE AT (212) 956-5803. FREE COPIES OF THESE DOCUMENTS CAN ALSO BE OBTAINED, WHEN AVAILABLE, AT THE SEC’S INTERNET SITE (http://www.sec.gov).

THE COMPANY AND CHAPARRAL AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETINGS OF THE COMPANY’S STOCKHOLDERS AND WARRANTHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS. THE UNDERWRITERS OF THE COMPANY’S INITIAL PUBLIC OFFERING MAY PROVIDE ASSISTANCE TO THE COMPANY, CHAPARRAL AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS, AND MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES. A SUBSTANTIAL PORTION OF THE UNDERWRITERS’ FEES RELATING TO THE COMPANY’S INITIAL PUBLIC OFFERING WERE DEFERRED PENDING STOCKHOLDER APPROVAL OF THE COMPANY’S INITIAL BUSINESS COMBINATION, AND STOCKHOLDERS ARE ADVISED THAT THE UNDERWRITERS HAVE A FINANCIAL INTEREST IN THE SUCCESSFUL OUTCOME OF THE PROXY SOLICITATION. INFORMATION ABOUT THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL REPORT. ADDITIONAL INFORMATION REGARDING THE INTERESTS OF POTENTIAL PARTICIPANTS IS INCLUDED IN THE REVISED PRELIMINARY PROXY STATEMENT AND OTHER MATERIALS TO BE FILED BY THE COMPANY WITH THE SEC.

THE INFORMATION ON NEITHER THE COMPANY’S WEBSITE NOR CHAPARRAL’S WEBSITE IS, AND SHALL NOT BE DEEMED TO BE, A PART OF THIS CURRENT REPORT OR INCORPORATED IN FILINGS THE COMPANY OR CHAPARRAL MAKE WITH THE SEC.

THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTIONS IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Item 1.01. Entry Into a Material Definitive Agreement.

General

On November 23, 2009, United Refining Energy Corp., a Delaware corporation (“United”, the “Company”, “we”, “us” or “our”), Chaparral Energy, Inc., a privately owned Delaware corporation (“Chaparral”), and Chaparral Subsidiary, Inc., a newly formed Delaware corporation and wholly-owned subsidiary of United (“Merger Sub”), entered into Amendment No. 1 to the Agreement and Plan of Reorganization (the “Amendment”) dated October 9, 2009 by and among Chaparral, United and Merger Sub (the “Merger Agreement”).

The Amendment to the Merger Agreement, among other things, makes the following amendments to the Merger Agreement:

1. The Amendment reduces the number of shares of United common stock (the “Common Stock”) the Chaparral stockholders are receiving at closing from 58,000,000 to 51,500,000.

2. The Amendment reduces the amount of contingent shares of Common Stock the Chaparral Stockholders are entitled to receive from 20,000,000 to 10,000,000 (the “Contingent Stock Consideration”). All 10,000,000 shares of Contingent Stock Consideration will be issued at closing and held in escrow, subject to forfeiture. 5,000,0000 shares of the Contingent Stock Consideration may be used to satisfy any indemnification obligations of Chaparral pursuant to the Merger Agreement (as amended by the Amendment).

3. The Amendment changes the terms upon which the Contingent Stock Consideration will be released. Pursuant to the Amendment, the full amount of the Contingent Stock Consideration will be released from escrow at such time as (i) Chaparral maintains uninterrupted compliance with the covenants of its then-existing credit facility throughout the 12-month period up to and including stock price measurement period, and (ii) the daily average of open, high, low and closing price of the Common Stock exceeds $15.00 per share for 30 trading days within any 60 consecutive trading days at any time during the period from the Closing Date through the sixth anniversary of the Closing Date.

4. United Refining, Inc. (the “Sponsor”) agreed to cancel 4,167,500 shares of Common Stock owned by Sponsor at the closing of the transaction.

5. The amount of shares owned by the Sponsor that will remain in escrow and be subject to the same share conditions as the Contingent Stock Consideration was decreased from 5,625,000 to 2,812,500.

6. The number of shares of Common Stock reserved for issuance under the Company’s 2009 Long-Term Incentive Plan was increased from 7,500,000 to 8,900,000.

United’s board of directors has unanimously approved the Amendment and has recommended its stockholders vote to approve the Merger Agreement, and each other proposal to be set forth in the definitive proxy statement, at the special meeting of United’s stockholders, to be held pursuant to the terms of United’s amended and restated certificate of incorporation.

A copy of the press release announcing the Amendment to the Merger Agreement is attached as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
2.1.1	Amendment No. 1, dated November 23, 2009, to Agreement and Plan of Reorganization, dated October 9, 2009, by and among United Refining Energy Corp., Chaparral Energy, Inc. and Chaparral Subsidiary, Inc.
99.1	Press release dated November 24, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

November 24, 2009	UNITED REFINING ENERGY CORP.
	By:	/s/  John Catsimatidis
	Name:	John Catsimatidis
	Title:	Chairman and Chief Executive Officer

Exhibit Index

Exhibit Number	Description
2.1.1	Amendment No. 1, dated November 23, 2009, to Agreement and Plan of Reorganization, dated October 9, 2009, by and among United Refining Energy Corp., Chaparral Energy, Inc. and Chaparral Subsidiary, Inc.
99.1	Press release dated November 24, 2009

EX-2.1.1

Exhibit 2.1.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of November 23, 2009 by and among Chaparral Energy, Inc., a Delaware corporation (“Chaparral”), United Refining Energy Corp., a Delaware corporation (“Parent”) and Chaparral Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and Chaparral are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. The Parties entered into that certain Agreement and Plan of Reorganization, dated October 9, 2009 (the “Purchase Agreement”).

B. Each of the Parties wishes to amend the Purchase Agreement as provided herein.

NOW THERFORE, in consideration of the premises and mutual agreements and covenants set forth herein, and intending to be legally bound hereby, the Parties hereto hereby agree as follows:

Section 1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.

Section 2. Amendments to Purchase Agreement.

2.1 Section 1.3(a) is hereby amended and restated to read as follows:

“(a) At the Effective Time, by virtue of the Merger and without any action on the part of Chaparral or the holders of any securities of Chaparral, all of the Chaparral Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive an aggregate of sixty one million five hundred thousand (61,500,000) shares of common stock (the “Stock Consideration”) of Parent, par value $0.0001 per share (“Parent Common Stock”). At the Closing, all of the Stock Consideration shall be issued in the name of the stockholders of Chaparral of record immediately prior to the Closing (individually, a “Chaparral Stockholder” and collectively, the “Chaparral Stockholders”) in accordance with the allocation set forth on Exhibit B attached hereto, of which (i) fifty one million five hundred thousand (51,500,000) shares of the Stock Consideration shall be distributed to the Chaparral Stockholders in accordance with the allocation set forth on Exhibit B attached hereto (the “Distributed Shares”), and (ii) ten million (10,000,000) shares of the Stock Consideration (the “Escrow Shares”) shall be escrowed in accordance with the allocation set forth on Exhibit B attached hereto and (A) five million (5,000,000) of the Escrow Shares shall be held to cover any indemnification claims of Parent or Merger Sub against Chaparral pursuant to Section 5.3 of this Agreement (the “Indemnification Shares”) and (B) all Escrow Shares shall be subject to forfeiture and cancellation in the event the Escrow Shares are not earned pursuant to Section 1.5(a) of this Agreement.”

2.2 Section 1.3(c) is hereby amended and restated to read as follows:

“(c) All Chaparral Common Stock shall, by virtue of the Merger and without any action on the part of the Chaparral Stockholders, be automatically cancelled and shall cease to exist, and each Chaparral Stockholder shall cease to have any rights with respect thereto, except the right to receive the Stock Consideration, sometimes referred to herein as the “Merger Consideration”.”

2.3 Section 1.3(d) is hereby amended and restated to read as follows:

“(d) Each Chaparral Stockholder shall enter into a “lock-up” agreement substantially in the form set forth on Exhibit C attached hereto (a “Lock Up Agreement”) pursuant to which such Chaparral Stockholder shall agree, for a period of one year from the Closing Date with respect to the Distributed Shares, and six months from the date such Escrow Shares are no longer subject to the Securities Escrow

Agreement Amendment, that such Chaparral Stockholder shall neither, on his, her or its own behalf or on behalf of Persons, family members or trusts affiliated with or controlled by him, her or it, offer, issue, grant any option on, sell or otherwise dispose of any portion of the Stock Consideration issued to such Chaparral Stockholder.”

2.4 Section 1.4 is hereby deleted in its entirety and restated to read as follows:

“[Intentionally Omitted]”.

2.5 Section 1.5 is hereby amended and restated to read as follows:

“1.5 Escrow Shares and Sponsor Earn-Out Sharebrs.

(a) At the Effective Time, the Escrow Shares shall be deposited with Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), and the terms of the Securities Escrow Agreement dated December 11, 2007 (the “Securities Escrow Agreement”) by and among Parent, United Refining, Inc. (the “Sponsor”) and Escrow Agent shall be amended and restated to (1) include Chaparral as a party to such amended agreement, and (2) provide that in the event (x) Chaparral maintains uninterrupted compliance with the covenants of its then-existing credit facility throughout the 12-month period up to and including stock price measurement period, and (y) the daily average of open, high, low and closing price of the Parent Common Stock exceeds $15.00 per share for 30 trading days within any 60 consecutive trading days at any time during the period from the Closing Date through the sixth anniversary of the Closing Date, the Chaparral Stockholders shall be entitled to receive from escrow the Escrow Shares, to the extent the Escrow Shares are not used to satisfy any indemnification obligations pursuant to Section 5.3 of this Agreement, in accordance with the allocation set forth on Exhibit B (the “Securities Escrow Agreement Amendment”). The release of Escrow Stock hereunder to shall be treated as comprised of two components, respectively a principal component and an interest component, the amounts of which shall be determined as provided in Treasury Regulation Section 1.483-4(b) example (2) using the 3-month test rate of interest provided for in Treasury Regulation Section 1.1274(a)(1)(ii) employing the semi-annual compounding period. As to each release to each former Chaparral Stockholder, shares representing the principal component (with a value equal to the principal component) and shares representing the interest component (with a value equal to the interest component) shall be represented by separate share certificates.

(b) At the Effective Time, the Securities Escrow Agreement Amendment shall also provide that (1) 4,270,000 shares of the 11,250,000 shares of Parent Common Stock owned by the Sponsor and currently escrowed pursuant to the Securities Escrow Agreement (the “Sponsor Shares”) shall be released from escrow at Closing to the Sponsor, (2) 2,812,500 of the Sponsor Shares will be subject to forfeiture and cancellation in the case the event set forth in Section 1.5(a)(2) herein shall not have occurred (the “Sponsor Earn-Out Shares”) and (3) the remaining 4,167,500 Sponsor Shares shall be forfeited and cancelled as of the Closing Date, and the Sponsor shall cease to have any rights with respect thereto. All of the Sponsor Earn-Out Shares will be released from escrow to the Sponsor at such time as the condition to the release of the Escrow Shares, as set forth in Section 1.5(a)(2) hereof, shall have been satisfied and without regard to the status of any Indemnification Shares used to cover indemnification claims. The Securities Escrow Agreement Amendment shall provide that it is a condition to the release from escrow of any Sponsor Earn-Out Shares that the Sponsor enter into a Lock Up Agreement pursuant to which the Sponsor shall agree, for a period of six months from the date of release of such shares from escrow, that the Sponsor shall not on its own behalf or on behalf of Persons or trusts affiliated with or controlled by it, offer, issue, grant any option on, sell or otherwise dispose of any portion of the Sponsor Earn-Out Shares then-released to the Sponsor.”

2.6 Section 2.14(a) (excluding items (i) through (xv) thereunder which remain unchanged) is hereby amended and restated to read as follows:

“Except for such Chaparral Material Contracts that Chaparral has filed with the Securities and Exchange Commission (the “SEC”) as a material contract as required by Item 601(b)(10) of Regulation S-K, Section 2.14 of the Chaparral Disclosure Schedules sets forth a list of, and Chaparral has made

available to Parent, true, correct and complete copies of, each written contract, agreement, commitment, arrangement, lease, license, permit or plan and each other instrument to which Chaparral or any Subsidiary is a party or by which Chaparral or any Subsidiary is bound as of the date hereof (each, a “Chaparral Material Contract”) that:”

2.7 Section 2.19(a)(viii) is hereby amended and restated to read as follows:

“(viii) mortgages or other liens under Chaparral’s Fifth Amendment to Seventh Restated Credit Agreement, dated as of May 21, 2009, by and among Chaparral, Chaparral Energy, L.L.C., as Borrower Representative for the Borrowers, JP Morgan Chase Bank, N.A., as Administrative Agent, and the Lender parties thereto (the “Chaparral Credit Agreement”).”

2.8 The second paragraph of Section 5.3(a) is hereby amended and restated to read as follows:

“The Securities Escrow Agreement Amendment shall further provide that the value of each Indemnification Share for purposes of paying any claim for indemnification under this Section 5.3(a) shall be equal to the price used to determine whether the Chaparral Stockholders have earned the Escrow Shares pursuant to Section 1.5(a)(2)(y) of this Agreement, howsoever calculated. Any Indemnification Shares remaining after reduction for Damages paid pursuant to this Section 5.3(a), if any, will remain subject to the provisions of Section 1.5(a) of this Agreement.”

2.9 Section 5.7(b) is hereby amended and restated to read as follows:

“(b) duly call, give notice of, convene and hold a special meeting of the warrantholders of Parent (the “Warrantholder Meeting”) for the purposes of considering certain amendments to the terms of the Warrant Agreement dated December 11, 2007, by and between Parent and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), covering all of the Warrants (the “Warrantholder Proposal”, and collectively with the Stockholder Matters, the “Proxy Matters”). The terms of any amendment to the Warrant Agreement to allow for the Warrantholder Proposal must be approved by a majority in interest of the Warrants (the “Required Warrantholder Vote”) and must be mutually agreeable to Parent and Chaparral. Parent shall cause its investment bankers listed on Section 3.21 of the Parent Disclosure Schedule to keep Chaparral regularly apprised of the status of the negotiations with respect to the Warrantholder Proposal and any expected or anticipated terms and conditions of the Warrantholder Proposal.”

2.10 Section 6.1(b) is hereby amended and restated to read as follows:

“(b) Warrantholder Proposal. Parent shall have received the Required Warrantholder Vote pursuant to Parent’s proxy statement filed with the SEC (the “Proxy Statement”) to allow for the amendment of the Warrant Agreement to reflect the Warrantholder Proposal on such terms as shall be mutually agreeable to Parent and Chaparral.”

2.11 Section 6.2(k) is hereby deleted and amended and restated to read as follows:

“(k) Securities Escrow Agreement Amendment. Parent shall have received a copy of the Securities Escrow Agreement Amendment duly executed by Chaparral and the Escrow Agent.”

2.12 Section 6.3(n)(ii)(y) is hereby amended and restated to read as follows:

“(y) the Escrow Shares and Sponsor Earn-Out Shares, as applicable, issued and released from escrow pursuant to the Securities Escrow Agreement Amendment to the Chaparral Stockholders and Sponsor, in accordance with Section 1.5 of this Agreement, and”.

2.13 Exhibit B of the Purchase Agreement is hereby amended and restated to read as follows:

	Beneficial Ownership of Chaparral Before Transaction	Percentage Ownership of Chaparral Shares		Beneficial Ownership of Parent After Transaction	Beneficial Ownership of Escrow Shares
Fischer Investments, L.L.C.	372,500	42.5	%	21,874,288	4,247,435
Altoma Energy, GP	224,500	25.6	%	13,183,295	2,559,863
CHK Holdings, LLC	280,000	31.9	%	16,442,417	3,192,702
Total	877,000	100.0	%	51,500,000	10,000,000

2.14 All references to “Earn-Out Shares” in Exhibit C of the Purchase Agreement shall refer to “Escrow Shares”.

2.15 Section 3 of Exhibit C of the Purchase Agreement is hereby amended and restated to read as follows:

“Lock-Up Period. For the purposes hereof, the “Lock-Up Period” shall mean (i) with respect to all of the United Shares which constitute the Distributed Shares (as such term is defined in the Merger Agreement), the period beginning on the Closing Date (as such term is defined in the Merger Agreement) and ending on the date that is the one year anniversary of the Closing Date and (ii) with respect to all of the United Shares that constitute Escrow Shares or Sponsor Earn-Out Shares (as such terms are defined in the Merger Agreement), the period beginning on the date on which such Escrow Shares or Sponsor Earn-Out Shares, as applicable, are deemed released and ending on the date that is the six month anniversary of such date.”

2.16 Section 4(a) of Appendix E of the Purchase Agreement is hereby amended and restated to read as follows:

“(a) Shares Available. Subject to adjustment as provided in Section 4(c), the aggregate number of Shares with respect to which Awards may be granted under the Plan shall be up to 8,900,000 Shares. If any Award is exercised, paid, forfeited, terminated or canceled without the delivery of Shares, then the Shares covered by such Award, to the extent of such payment, exercise, forfeiture, termination or cancellation, shall again be Shares with respect to which Awards may be granted. Awards will not reduce the number of Shares that may be issued pursuant to the Plan if the settlement of the Award will not require the issuance of Shares, as, for example, an Other Stock-Based Award that can be satisfied only by the payment of cash.”

2.17 A new Section 12 shall be added to Exhibit F of the Purchase Agreement to read as follows:

“12. Equal Terms. The terms and conditions of Sections 2, 3(a), 3(b), 5, 6, 7, 9 and 10 of each of the Agreements for John A. Catsimatidis and Mark A. Fischer shall be identical.”

Section 3. References. All references in the Purchase Agreement to “Agreement,” “herein,” “hereof,” or terms of like import referring to the Agreement or any portion thereof are hereby amended to refer to the Purchase Agreement, as amended by this Amendment.

Section 4. Effect of Amendment; Effectiveness of Amendment. Except as and to the extent expressly modified by this Amendment, the Purchase Agreement (including all schedules and exhibits thereto) shall remain in full force and effect in all respects.

Section 5. Governing Law; Jurisdiction. This Amendment shall be governed by, construed and enforced in accordance with the Laws of the State of Delaware without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Amendment shall be heard and determined exclusively in any state or federal court located in New Castle County, Delaware. The Parties hereby: (a) submit to the exclusive jurisdiction of any Delaware state or federal court for the purpose of any Action arising out of or relating to this Amendment brought by any Party and (b) irrevocably waive, and agree not to assert by way of

motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Amendment or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each of Parent, Merger Sub, and Chaparral agrees that a final judgment in any action or proceeding with respect to which all appeals have been taken or waived, shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Law. Each of Parent, Merger Sub, and Chaparral irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Amendment, on behalf of itself or its property, by personal delivery of copies of such process to such Party. Nothing in this Section 5 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Section 6. Counterparts. This Amendment may be executed and delivered (including by facsimile) in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each Party hereto has caused this Amendment No. 1 to Agreement and Plan of Reorganization to be signed and delivered by its respective duly authorized officer as of the date first above written.

CHAPARRAL ENERGY, INC.
By:	/s/    Mark A. Fischer
Name:	Mark A. Fischer
Title:	Chairman, President & CEO

UNITED REFINING ENERGY CORP.
By:	/s/    John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	Chairman and Chief Executive Officer

CHAPARRAL SUBSIDIARY, INC.
By:	/s/    John A. Catsimatidis
Name:	John A. Catsimatidis
Title:	Chairman, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

Chaparral Energy and United Refining Energy Announce Adjusted

Economic Terms of Proposed Merger Transaction

• Increased value to public shareholders

• Shares to existing Chaparral shareholders reduced to 51.5 million from 58 million shares

• Sponsor shares reduced to 4.3 million from 5.6 million

• 50% reduction of earn-out shares

• Earn-out simplified: one price target of $15.00 within a six year period

OKLAHOMA CITY and NEW YORK, November 24, 2009 - Chaparral Energy, Inc. (“Chaparral” or “the Company”), a privately-owned SEC reporting, independent oil and gas exploration and production company, and United Refining Energy Corp. (“URX”), a publicly held special purpose acquisition company (NYSE Amex: URX; Units: URX.U, Warrants: URX.WT) jointly announced that they have amended their definitive agreement. The new terms of the transaction have been revised so that Chaparral shareholders will now exchange their entire equity stake for 51.5 million shares in the combined company, a reduction of 6.5 million shares, and the shares held by the URX sponsor will be reduced from 5.6 million to 4.3 million shares. The total reduction of shares results in a revised upfront transaction value of approximately $1.7 billion, or 5.1x 2010 projected EBITDA. Additionally, the terms of the earn-out shares were simplified to reflect one stock price target of $15.00 per share, to be achieved within a six year period. The amount of contingent shares available to be earned by United Refining Energy’s sponsor and current Chaparral Energy shareholders, was reduced to 2.8 million shares and 10 million shares, respectively. The redemption price for the warrants has been modified from $0.50 per warrant to $0.55 per warrant.

Additional information regarding the Company, its proposed acquisition of Chaparral and the related transactions is available in the revised Preliminary Proxy Statement and the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 24, 2009 and October 14, 2009 (collectively the “Current Reports”), copies of which, together with other reports filed by the Company, may be obtained without charge, at the SEC’s website at http://www.sec.gov.

1

Not a Proxy Statement

This press release is not a proxy statement or a solicitation of proxies from the holders of the Company’s securities. Any solicitation of proxies will be made only pursuant to the Definitive Proxy Statement to be mailed to all Company stockholders and warrantholders who hold such securities as of the record date. Interested investors and security holders are urged to read the Definitive Proxy Statement and appendices thereto, when available, and the Current Reports because they contain important information about the Company, Chaparral and the proposals to be presented at the Special Meeting of Stockholders and the Special Meeting of Warrantholders, as the case may be.

About United Refining Energy Corp.

The Company is a special purpose acquisition company formed in 2007 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets in the energy industry. The Company’s initial public offering (“IPO”) of units was consummated on December 11, 2007, raising net proceeds of approximately $464 million (which includes the proceeds of a private placement of 15,600,000 warrants for $15.6 million to its sponsor), of which approximately $449 million was placed in a trust account immediately following the IPO. Each unit is composed of one share of Company common stock and one warrant with an exercise price of $7.00. As of November 6, 2009, the Company held approximately $451.5 million (or approximately $10.03 per share) in a trust account maintained by an independent trustee, which will be released upon the consummation of the proposed transaction. For more information on the Company, please refer to SEC filings or visit www.urxny.com.

About Chaparral Energy, Inc.

Chaparral is an independent oil and natural gas exploitation and production company headquartered in Oklahoma City, Oklahoma. Since its inception in 1988, Chaparral has increased reserves and production primarily by acquiring and enhancing properties in its core areas of the Mid-Continent and the Permian Basin. Beginning in 2000, Chaparral expanded its geographic focus to include additional areas of Gulf Coast, Ark-La-Tex, North Texas and the Rocky Mountains. For more information on Chaparral please visit www.chaparralenergy.com.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company, Chaparral and the Company’s business after completion of the proposed transactions. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, which are based upon the current beliefs and expectations of the management of the Company and Chaparral, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the Forward-Looking Statements: (i) the Company’s ability to complete its proposed business combination with Chaparral within the specified time limits; (ii) officers and directors allocating their time to other businesses or potentially having conflicts of interest with the Company’s business or in approving the Transaction; (iii) success in

2

retaining or recruiting, or changes required in, the Company’s officers, key employees or directors following the Transaction; (iv) delisting of the Company’s securities from the NYSE Amex following the Transaction and inability to list the Company’s securities on the NYSE; (v) the potential liquidity and trading of the Company’s public securities; (vi) the Company’s revenues and operating performance; (vii) changes in overall economic conditions; (viii) anticipated business development activities of the Company following the Transaction; (ix) risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002); and (x) other relevant risks detailed in the Company’s filings with the SEC and those factors listed in the revised Preliminary Proxy Statement under “Risk Factors”. The information set forth herein should be read in light of such risks. Neither the Company nor Chaparral assumes any obligation to update the information contained in this release.

Additional Information and Where to Find It

This press release is being made pursuant to and in compliance with Rules 145, 165 and 425 of the Securities Act of 1933, as amended, and does not constitute an offer of any securities for sale or a solicitation of an offer to buy any securities. The Company, Chaparral and their respective directors and officers may be deemed to be participants in the solicitation of proxies for the special meetings of the Company’s stockholders and warrantholders to be held to approve the proposed transactions described herein. The underwriters of the Company’s initial public offering may provide assistance to the Company, Chaparral and their respective directors and executive officers, and may be deemed to be participants in the solicitation of proxies. A substantial portion of the underwriters’ fees relating to the Company’s initial public offering were deferred pending stockholder approval of the Company’s initial business combination, and stockholders are advised that the underwriters have a financial interest in the successful outcome of the proxy solicitation. In connection with the proposed transaction, the Company has filed with the Securities and Exchange Commission a preliminary proxy statement and will file a definitive proxy statement. The Company’s stockholders and warrantholders are advised to read, when available, the preliminary proxy statement, the definitive proxy statement and other documents filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the special meetings because these documents will contain important information. The definitive proxy statement will be mailed to the Company’s stockholders and warrantholders as of a record date to be established for voting. The Company’s stockholders and warrantholders will also be able to obtain a copy of the proxy statement, without charge, by directing a request to: United Refining Energy Corp., 823 Eleventh Avenue, New York, NY 10019. The preliminary proxy statement and definitive proxy statement, once available, can also be obtained, without charge, at the Securities and Exchange Commission’s website at http://www.sec.gov.

Contacts:

United Refining Energy Corp.	Chaparral Energy, Inc.
Investor inquiries:	Investor inquiries:
Matthew Abenante	Joe Evans, CFO
Capital Link, Inc.	405-478-8770
212-661-7566	joe.evans@chaparralenergy.com
URX@CapitalLink.com
	Media inquiries:
Media inquiries:	Lisa Elliott
Gerald McKelvey	DRG&E
Rubenstein Associates, Inc.	713-529-6600
212-843-8013	lelliott@drg-e.com
gmckelvey@rubenstein.com

# # #

3