Exhibit 4.2


 


FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of April 1, 2021 by and among HIGHPOINT OPERATING CORPORATION, a Delaware
corporation (“HighPoint OpCo”), and FIFTH POCKET PRODUCTION, LLC, a Colorado limited liability company (“Fifth
Pocket,” and collectively with HighPoint OpCo, the “New Guarantors”), each a Subsidiary of Bonanza Creek
Energy, Inc. (or its successor) (the “Company”), HIGHPOINT RESOURCES CORPORATION, a Delaware corporation (“HighPoint
Resources” and the “Successor Guarantor”), a Subsidiary of the Company and successor to Boron Merger Sub, Inc.,
a Subsidiary Guarantor under the Indenture (“Boron Merger Sub”), BONANZA CREEK ENERGY, INC., a Delaware corporation,
on behalf of itself and the Subsidiary Guarantors other than Boron Merger Sub (the “Existing Guarantors”) under the
Indenture referred to below, and U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture referred to below (the “Trustee”).


 


WITNESSETH:


 


WHEREAS the Company has heretofore
executed and delivered an Indenture dated as of April 1, 2021 (as amended, supplemented or otherwise modified through the date hereof,
the “Indenture”), by and among the Company, the Existing Guarantors and the Trustee, providing for the issuance of
7.50% Senior Notes due 2026 (the “Notes”);


 


WHEREAS, on April 1,
2021, Boron Merger Sub merged with and into HighPoint Resources, pursuant to that certain Agreement and Plan of Merger, dated as of November 9,
2020, by and between the Company and certain other parties thereto;


 


WHEREAS Section 5.02
of the Indenture provides that under certain circumstances the successor of a Subsidiary Guarantor is required to execute and deliver
to the Trustee a supplemental indenture pursuant to which the successor assumes all of the obligations of such Subsidiary Guarantor under
its Subsidiary Guarantee;


 


WHEREAS Section 4.14
of the Indenture provides that under certain circumstances the Company is required to cause the New Guarantors to execute and deliver
to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the Company’s
obligations under the Notes and the Indenture pursuant to a guarantee on the terms and conditions set forth herein and therein; and


 


WHEREAS pursuant to Section 8.01
of the Indenture, the Trustee, the Company and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture;


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Successor
Guarantor, the Trustee and, on behalf of itself and the Existing Guarantors, the Company mutually covenant and agree for the equal and
ratable benefit of the Holders as follows:


 


SECTION 1. Definitions.
For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture;
and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in
this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 






     


     


    

 


SECTION 2. Agreement
to Guarantee. The New Guarantors and the Successor Guarantor hereby unconditionally and irrevocably agree, jointly and severally with
all other Subsidiary Guarantors, to guarantee the Company’s obligations under the Notes and the Indenture on the terms and subject
to the conditions set forth in Article Eleven of the Indenture and to be bound by all other applicable provisions of the Indenture.


 


SECTION 3. Ratification
of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound
hereby.


 


SECTION 4. Governing
Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


SECTION 5. Trustee
Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantors and the Successor
Guarantor.


 


SECTION 6. Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.


 


SECTION 7. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.


 


[Remainder of Page Intentionally Left Blank]


 






     


     


    

 


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


 


	 	BONANZA CREEK ENERGY, INC.
	 	 
	 	By:	/s/ Brant DeMuth
	 	 	Name: Brant DeMuth
	 	 	Title: Chief Financial Officer
	 	 	 
	 	HIGHPOINT RESOURCES CORPORATION, as Successor Guarantor to BORON MERGER SUB, INC.
	 	 
	 	By:	/s/ Brant DeMuth
	 	 	Name: Brant DeMuth
	 	 	Title: Chief Financial Officer
	 	 	 
	 	HIGHPOINT OPERATING CORPORATION, as a New Guarantor
	 	 
	 	By:	/s/ Brant DeMuth
	 	 	Name: Brant DeMuth
	 	 	Title: Chief Financial Officer
	 	 	 
	 	FIFTH POCKET PRODUCTION, LLC, as a New Guarantor
	 	 
	 	By:	/s/ Brant DeMuth
	 	 	Name: Brant DeMuth
	 	 	Title: Chief Financial Officer
	 	 	 



 


Signature Page to Supplemental Indenture


 






    


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/ Kathy L. Mitchell
	 	 	Name: Kathy L. Mitchell
	 	 	Title: Vice President



 


Signature Page to Supplemental
Indenture