Exhibit 10.1


 





THIS
RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF
A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL
APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. Nothing contained
in thIS RESTRUCTURING SUPPORT and lock-up AGREEMENT shall be an admission of fact or liability or, UNTIL the occurrence of the
Agreement effective date on THE TERMS DESCRIBED HEREIN, deemed binding on any of the parties hereto. 


 


Restructuring
Support and Lock-Up Agreement1


 


This
RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT (including all exhibits and schedules attached hereto and incorporated herein, this
“Agreement”) is made and entered into as of December 23, 2016, by and among the following parties:


 


		i.	Bonanza
                                         Creek Energy, Inc. (“BCEI”), a publicly traded company organized under
                                         the laws of the state of Delaware and its direct and indirect subsidiaries (collectively,
                                         the “Company” or the “Company Parties” and such
                                         Company Parties (including, without limitation, BCEI) that file petitions commencing
                                         the Chapter 11 Cases (as defined below), collectively, the “Debtors”);



 


		ii.	those
                                         certain beneficial holders, or investment advisors or managers for the account of beneficial
                                         holders, of (i) the 63⁄4% senior notes due 2021 issued under
                                         that certain indenture dated as of April 9, 2013 by and among BCEI, as issuer, the Company
                                         Parties, as guarantors from time to time party thereto and Delaware Trust Company, as
                                         trustee (as successor to Wells Fargo Bank, National Association) (the “Trustee”)
                                         (as amended, modified or otherwise supplemented from time to time prior to the date hereof,
                                         the “2021 Indenture” and the notes issued under the 2021 Indenture,
                                         the “2021 Notes”) and (ii) the 53⁄4% senior
                                         notes due 2023 issued under that certain indenture dated as of July 18, 2014 by and among
                                         BCEI, as issuer, the Company Parties, as guarantors from time to time party thereto and
                                         the Trustee, as trustee (as successor to Wells Fargo Bank, National Association) (as
                                         amended, modified or otherwise supplemented from time to time prior to the date hereof,
                                         the “2023 Indenture” and, together with the 2021 Indenture, the “Indentures”
                                         and the notes issued under the 2023 indenture, the “2023 Notes” and,
                                         together with the 2021 Notes, the “Notes”), that execute signature
                                         pages hereto (such beneficial holders, or investment advisors or managers for the account
                                         of beneficial holders, the “Supporting Noteholders”); and



 


		iii.	NGL
                                         Energy Partners LP, a publicly traded master limited partnership organized under the
                                         laws of the state of Delaware, and its indirect subsidiary NGL Crude Logistics, LLC,
                                         a limited liability company organized under the laws of Delaware






 


 


 









		1	Capitalized
                                         terms used but not otherwise defined herein have the meaning ascribed to such terms in
                                         the Plan (as defined herein) attached hereto as Exhibit A, subject to Section
                                         2 hereof.





 




    


     


    

(together,
“NGL” and, collectively, with (i) the Company Parties, (ii) the Supporting Noteholders and (iii) any transferee
that becomes a Supporting Noteholder pursuant to section ‎4.04(a) of this Agreement, the “Parties” and
each individually, a “Party”).


 


RECITALS


 


WHEREAS,
the Supporting Noteholders, NGL and the Company have engaged in good faith, arm’s-length negotiations regarding a restructuring
transaction (the “Restructuring”) pursuant to the terms and upon the conditions set forth in this Agreement;


 


WHEREAS,
the Debtors intend to commence voluntary reorganization cases (the “Chapter 11 Cases”) under chapter 11 of
title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”),
in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to effect the Restructuring
through the prepackaged chapter 11 plan of reorganization (including all exhibits, appendices, and schedules thereto, as may be
amended or supplemented from time to time in accordance with the terms of this Agreement, the “Plan”) attached
hereto as Exhibit A and the other Definitive Documentation (as defined below);


 


WHEREAS,
the Supporting Noteholders or affiliates of Supporting Noteholders have agreed to backstop a rights offering (the “Rights
Offering”) for an investment in the Company in the amount of $200,000,000 as part of an approved Plan, backstopped by
certain of the Supporting Noteholders (the “Backstop Parties”) pursuant to that certain backstop commitment
agreement (the “Backstop Commitment Agreement”) to be executed by the Parties prior to the commencement of
the Chapter 11 Cases and containing terms and conditions set forth in the term sheet attached as Exhibit B hereto
(the “Rights Offering Term Sheet”) and otherwise acceptable to the Supporting Noteholders and the Company;


 


WHEREAS,
the Parties have agreed that, on the Plan Effective Date, the Company and NGL Crude Logistics, LLC shall enter into a new crude
oil purchase and sale agreement (the “New NGL Agreement”) in accordance with the term sheet attached hereto
as Exhibit C (the “NGL Term Sheet”);


 


WHEREAS,
the Parties have agreed to certain terms with respect to the organization and governance of the Company Parties following the
effective date of the Plan (the “Plan Effective Date”);


 


WHEREAS,
the Company Parties have agreed to take certain actions in support of the Restructuring on the terms and conditions set forth
in this Agreement.


 


NOW,
THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:


 


AGREEMENT


 


Section
1.Agreement Effective Date. This Agreement shall become effective and binding upon each of the Parties on the date
(such date, the “Agreement Effective Date”) on which:


 




    2


     


    

(1)(a)(i) the
Company Parties shall have executed and delivered counterpart signature pages of this Agreement to counsel to the Supporting Noteholders
and NGL, (ii) the Noteholders holding more than 50% of the aggregate outstanding principal amount of the Notes (determined
without regard to any claims held by a person or entity that is an “insider” as that term is defined in section 101(31)
of the Bankruptcy Code) shall have executed and delivered to counsel to the Debtors counterpart signature pages of this Agreement,
and (iii) NGL shall have executed and delivered to counsel to the Debtors counterpart signature pages to this Agreement;
(b) the Company Parties have given notice to counsel to the Supporting Noteholders and NGL in accordance with Section ‎10.12
hereof that each of the foregoing conditions set forth in this ‎Section 1, in each case, has been satisfied, all signature
pages held by such Company Parties as contemplated above shall have been released for attachment to the relevant agreements, and
this Agreement is declared effective as to all Parties; and (c) the Company Parties shall have paid all fees and expenses required
to be paid pursuant to ‎Section 9 hereof or (2) in respect of any Supporting Noteholder that executes and delivers a
counterpart signature page to this Agreement after the occurrence of the conditions described in the immediately preceding clause
(1) of this ‎Section 1, as of the date that such Supporting Noteholder delivers and the Company Parties accept such counterpart
signature page.


 


Section
2.Exhibits Incorporated by Reference. Each of the exhibits attached hereto is expressly incorporated herein and
made a part of this Agreement, and all references to this Agreement shall include such exhibits. In the event of any inconsistency
between this Agreement (without reference to the exhibits) and the exhibits (other than the Plan) this Agreement (without reference
to the exhibits) shall govern. In the event of any inconsistency between this Agreement (without reference to the exhibits) or
the exhibits (other than the Plan) and the Plan, the Plan shall govern.


 


Section
3.Definitive Documentation. The definitive documents and agreements governing the Restructuring (collectively,
the “Definitive Documentation”) shall consist of: (a) the Plan (and all exhibits thereto); (b) the order of
the Bankruptcy Court entered pursuant to section 1129 of the Bankruptcy Code confirming the Plan (the “Confirmation Order”)
and pleadings in support of entry of the Confirmation Order; (c) the disclosure statement relating to the Plan, including
all exhibits, appendices and schedules thereto, as amended, supplemented or modified from time to time (the “Disclosure
Statement”) and the other solicitation materials in respect of the Plan (such materials, collectively, the “Solicitation
Materials”); (d) the order of the Bankruptcy Court approving the Disclosure Statement and the Solicitation Materials;
(e) customary “first day” and “second day” motions and proposed orders (the “First Day and Second
Day Pleadings”); (f) the motion and proposed order, if any, to be filed on the first day of the Chapter 11 Cases seeking
use of cash collateral to fund the administration of the Chapter 11 Cases (collectively, the “Cash Collateral Motion”);
(g) the motion and proposed order to be filed on the first day of the Chapter 11 Cases seeking Bankruptcy Court approval of certain
procedures and forms related to the Rights Offering and assumption of the Backstop Commitment Agreement (collectively, the “Approval
Motion”); (h) any settlement, compromise, amendment or other restructuring of the FT Agreements (as defined in
the Plan), or any replacement agreement and (i) all other documents and forms of documents, agreements, schedules and exhibits
to the Plan (the “Plan Supplement”). Where Definitive Documentation remains subject to negotiation and completion
as of the Agreement Effective Date, such Definitive Documentation shall, upon completion, contain terms, conditions, representations,
warranties,


 




    3


     


    

and
covenants consistent with the terms of this Agreement, and shall be subject to any consent rights set forth in this Agreement
and otherwise be in form and substance reasonably acceptable to the Debtors and the Required Supporting Noteholders; provided,
that provisions of the Plan and the Confirmation Order that affect the economic recovery of the Supporting Noteholders, the allocation
of New Common Stock, or the releases granted therein to the Supporting Noteholders shall be in form and substance acceptable to
the Required Supporting Noteholders; provided, further, that (i) any modification, amendment, or supplement
to the Plan or the Confirmation Order that adversely affects the New NGL Agreement shall be in form and substance acceptable to
NGL and (ii) any terms, provisions, or requests for relief contained in the Definitive Documentation that disproportionately
adversely affect any particular Supporting Noteholder shall be in form and substance acceptable to such Supporting Noteholder.
As used herein, the term “Required Supporting Noteholders” means, at any relevant time, the Supporting Noteholders
holding greater than 50% of the outstanding principal amount of the Notes held by the Supporting Noteholders.


 


Section
4.Commitments Regarding the Restructuring.


 


4.01.       Commitment
of the Supporting Noteholders.


 


(a)       During
the period beginning on the Agreement Effective Date and ending on the Termination Date (as defined in Section ‎7.06) (such
period, the “Effective Period”), each Supporting Noteholder shall (severally and not jointly), in each of its
capacities as a holder of Claims (as defined below):


 


(i)       use
good faith efforts to implement the transactions and other actions contemplated hereby in accordance with the terms of the Plan,
the Rights Offering Term Sheet and the New NGL Agreement;


 


(ii)       support
and take all actions reasonably necessary or reasonably requested by the Company Parties to facilitate consummation of the Restructuring
in a timely and expeditious manner (but without limiting consent and approval rights provided for in this Agreement), including,
to the extent a class is permitted to vote to accept or reject the Plan and upon receipt of a disclosure statement that is subject
to approval by the Bankruptcy Court, vote each of its claims whether acquired prior to, on or subsequent to the Agreement Effective
Date (all claims held against the Debtors, the “Claims”) to (A) accept the Plan by delivering its duly executed
and completed ballot(s) accepting the Plan on a timely basis and (B) not withdraw, amend, or revoke (or cause to be withdrawn,
amended, or revoked) its vote with respect to the Plan, provided, that the votes of the Supporting Noteholders shall be
immediately revoked and deemed null and void ab initio upon termination of this Agreement other than pursuant to ‎7.05
of this Agreement;


 


(iii)       (A)
support the confirmation of the Plan, the transactions contemplated therein, and approval of the Disclosure Statement and the
Solicitation Materials and (B) not (1) object to, delay, interfere, impede, or take any other action to delay, interfere or impede,
directly or indirectly, with the Restructuring, confirmation of the Plan, or approval of the Disclosure Statement or the Solicitation
Materials (including joining in, supporting or encouraging any efforts to object to or oppose any of the foregoing) or (2) propose,
file, support, or vote for,


 




    4


     


    

directly
or indirectly, any restructuring, workout, plan of arrangement, alternative transaction, including, but not limited to, a sale
pursuant to section 363 of the Bankruptcy Code, or chapter 11 plan for the Debtors other than the Restructuring and the Plan;


 


(iv)       not
commence any proceeding to oppose or alter any of the terms of the Plan or any other document filed by the Debtors in connection
with the confirmation of the Plan (as long as such documents are consistent with the terms and conditions of this Agreement),
provided, that nothing in this Agreement shall prevent any Supporting Noteholder from withholding, amending, or revoking
its timely consent or vote with respect to the Plan if this Agreement is terminated with respect to such Supporting Noteholder
other than pursuant to Section ‎7.05 of this Agreement;


 


(v)       support
(and not object to) any First Day and Second Day Pleadings consistent with this Agreement filed by the Debtors in furtherance
of the Restructuring that the Supporting Noteholders have reviewed and consented to in accordance with and to the extent set forth
in Section 3 of this Agreement prior to filing;


 


(vi)       not,
nor encourage any other person or entity to, take any action, including initiating or joining in any legal proceeding that is
inconsistent with this Agreement, or delay, impede, appeal, or take any other negative action, directly or indirectly, that could
reasonably be expected to interfere with the approval, acceptance, confirmation, consummation, or implementation of the Restructuring
or the Plan, as applicable;


 


(vii)       use
reasonable efforts to execute any document and give any notice, order, instruction, or direction necessary or reasonably requested
by the Debtors that is consistent with the transactions contemplated by this Agreement and the Plan to support, facilitate, implement,
consummate, or otherwise give effect to the Restructuring, provided, that no Supporting Noteholder shall be required to
make any such effort if prohibited by applicable law or government regulation;


 


(viii)       use
good faith efforts to negotiate, execute and implement the Definitive Documentation on terms consistent with this Agreement;


 


(ix)       not,
directly or indirectly, instruct (or join in any direction requesting that) any agent under any loan documents or the Trustee,
as applicable, to take any action, or refrain from taking any action, that would be inconsistent with this Agreement, the Plan,
or the Restructuring; and


 


(x)       not
object to or opt out of any release included in the Solicitation Materials or the Plan.


 


(b)       Nothing
contained herein shall limit (i) the rights of any Supporting Noteholder under applicable bankruptcy or insolvency law, or
in any foreclosure or similar proceeding, including appearing as a party in interest in any matter to be adjudicated in the Chapter
11 Cases, so long as the exercise of any such right is consistent with such Supporting Noteholder’s obligations hereunder;
(ii) subject to the terms of Section ‎4.05 hereof, the ability of any Supporting Noteholder to purchase, sell or enter
into any transactions in connection with its Claims, subject to the terms hereof; (iii) subject to the terms of Section 4.01‎(a)
hereof, any right of a Supporting


 




    5


     


    

Noteholder
under (x) the Notes or (y) any other applicable agreement, instrument or document that gives rise to any Claim or Interest
of such Supporting Noteholder, nor shall anything contained herein be deemed to constitute a waiver or amendment of any provision
of any such agreement described in the foregoing clauses (x) and (y); (iv) the ability of any Supporting Noteholder to consult
with the Company or any creditor of the Company; or (v) the ability of any Supporting Noteholder to enforce any right, remedy,
condition, consent or approval requirement under this Agreement or any of the Definitive Documentation.


 


4.02.       Commitments
of NGL.


 


(a)       During
the Effective Period, NGL agrees:


 


(i)       its
Claims shall be allowed in the amount of $98,406,124 as a General Unsecured Claim against Bonanza Creek Operating in its Chapter
11 Case, subject to this Agreement remaining in effect as to the Company and NGL; provided, that, in the event this Agreement
is terminated as between the Company and NGL for any reason, any and all rights of NGL with respect to the assertion, allowance
and estimation (for any purpose) of any Claim, in any amount, it may have against any Debtor shall be preserved, it being understood
and agreed by the Parties that nothing contained herein is intended or should be construed as a waiver of any Parties’ rights
with respect to any Claim NGL may have against any Debtor in the event that this Agreement is terminated with respect to NGL;
provided, further, that the Company Parties and the Supporting Noteholders agree and acknowledge that the Claim
amount referenced in this Section ‎4.02(a)(i) was determined as a result of compromise in relation to this Agreement, and
if this Agreement is terminated for any reason, then (A) the Claim amount referenced herein shall be of no further force or effect,
and (B) neither the Company Parties nor the Supporting Noteholders shall assert, reference or quote the NGL Claim amount referenced
in this Section ‎4.01(a)(i), or the fact that NGL agreed to the Claim amount referenced in this Section ‎4.02(a)(i) in
the context of this Agreement, in any proceeding, pleading, or otherwise, or any court filing in the Bankruptcy Court or any other
venue (including joining in, supporting or encouraging any efforts by any other person or entity related to the foregoing). Notwithstanding
anything to the contrary, the Parties agree that this Section ‎4.01(a)(i) shall survive termination of this Agreement;


 


(ii)       to
use good faith efforts, support, and take all actions reasonably necessary or reasonably requested by the other Parties to facilitate
consummation of the Restructuring, including the New NGL Agreement, in a timely and expeditious manner (but without limiting consent
and approval rights provided for in this Agreement), including, to the extent a class is permitted to vote to accept or reject
the Plan and upon receipt of a disclosure statement that is subject to approval by the Bankruptcy Court, vote each of its Claims
whether acquired prior to, on or subsequent to the Agreement Effective Date to (A) accept the Plan by delivering its duly executed
and completed ballot(s) accepting the Plan on a timely basis and (B) not withdraw, amend, or revoke (or cause to be withdrawn,
amended, or revoked) its vote with respect to the Plan, provided, that the votes of NGL shall be immediately revoked and
deemed null and void ab initio upon termination of this Agreement other than pursuant to ‎7.05 of this Agreement; and


 


(iii)       to
not (1) object to, delay, interfere, impede, join, or take any other action to delay, interfere or impede, directly or indirectly,
with the Restructuring or (2) propose, file,


 




    6


     


    

support,
or vote for, directly or indirectly, any restructuring, workout, plan of arrangement, alternative transaction other than the Restructuring
and the Plan.


 


(b)       Nothing
contained herein shall limit (i) the rights of NGL under applicable bankruptcy or insolvency law, or in any foreclosure or
similar proceeding, including appearing as a party in interest in any matter to be adjudicated in the Chapter 11 Cases, so long
as the exercise of any such right is consistent with NGL’s obligations hereunder; (ii) subject to the terms of Section
4.02‎(a) hereof, any right of NGL under any other applicable agreement, instrument or document that gives rise to any Claim
or Interest of NGL, nor shall anything contained herein be deemed to constitute a waiver or amendment of any provision of any
such agreement described in the foregoing clause; (iii) the ability of NGL to consult with the Company or any creditor of
the Company; (iv) the ability of NGL to terminate the NGL FT Agreement (as defined in the Plan); or (v) the ability
of NGL to enforce any right, remedy, condition, consent or approval requirement under this Agreement or any of the Definitive
Documentation.


 


4.03.       Commitment
of the Company Parties.


 


(a)       During
the Effective Period, the Company Parties agree to:


 


(i)       pursue
the Restructuring on the terms set forth in this Agreement, the Rights Offering Term Sheet, the NGL Term Sheet, and the Plan and
not sign any agreement to pursue any auction, sale process or other restructuring transaction for the Company or substantially
all of its assets;


 


(ii)       use
good faith efforts to implement this Agreement and the Plan in accordance with the Rights Offering Term Sheet, the NGL Term Sheet,
the transactions and other actions contemplated hereby and thereby;


 


(iii)       (A) support
and complete the Restructuring and all transactions set forth in this Agreement; (B) negotiate in good faith all Definitive Documentation
that is subject to negotiation as of the Agreement Effective Date; (C) execute and deliver any other required agreements to effectuate
and consummate the Restructuring; (D) make commercially reasonable efforts to obtain required regulatory and/or third-party
approvals for the Restructuring; (E) complete the Restructuring in a timely and expeditious manner, and as otherwise required
by this Agreement and the Definitive Documentation; (F) not undertake any actions materially inconsistent with the Restructuring
or the adoption and implementation of the Plan and confirmation thereof; and (G) use commercially reasonable efforts to obtain
Bankruptcy Court approval of the releases set forth in the Plan;


 


(iv)       not
object to, delay, impede or take any other action that is materially inconsistent with, or is intended or is likely to interfere
with, acceptance or implementation of the Restructuring or the New NGL Agreement;


 


(v)       not
seek to amend or modify, or file a pleading seeking authority to amend or modify, the Definitive Documentation or any other document
related to the Notes or the Restructuring in a manner that is materially inconsistent with this Agreement;


 




    7


     


    

(vi)       not
file any pleading materially inconsistent with the Restructuring or the terms of this Agreement;


 


(vii)       not
release, settle or compromise, other than in the ordinary course of business, any Claim or Cause of Action, other than the FT
Agreement Claims, that is not specifically agreed to be released, settled, or compromised pursuant to this Agreement in a manner
that is not reasonably acceptable to the Required Supporting Noteholders; and


 


(viii)       not
release, settle or compromise the FT Agreement Claims in a manner that is not acceptable to the Required Supporting Noteholders;
provided that the NGL Term Sheet is an acceptable settlement of the FT Agreement Claims of NGL.


 


(b)       During
the Effective Period, the Company Parties or the Debtors, as applicable, also agree to the following affirmative covenants:


 


(i)       the
Debtors shall provide counsel for the Supporting Noteholders and NGL at least two (2) calendar days (or such shorter prior review
period as necessary in light of exigent circumstances) prior to the date when the Debtors intend to file such document draft copies
of all material motions and proposed orders intended to be filed with the Bankruptcy Court. To the extent reasonably practicable,
the Debtors shall provide counsel for the Supporting Noteholders and NGL at least five (5) calendar days prior to the date when
the Debtors intend to file such document draft copies of all First Day and Second Day Pleadings, the Cash Collateral Motion, the
Approval Motion, the Confirmation Order, and the Plan Supplement. The Debtors shall consult in good faith with counsel for the
Supporting Noteholders and NGL regarding the form and substance of all such material proposed filings with the Bankruptcy Court.
Counsel to the Supporting Noteholders and NGL shall provide all comments to such motions by no later than one (1) calendar day
(or within such time period as is reasonably practicable in light of the time at which such motions were provided to counsel for
prior review) prior to the date when the Debtors intend to file with the Bankruptcy Court such motions, and Debtors’ counsel
shall consult in good faith with such counsel regarding any comments so provided if Debtors’ counsel shall not be in agreement
with such comments; provided, that the consent requirements set forth in Section 3 of this Agreement shall apply with respect
to all First Day and Second Day Pleadings, the Cash Collateral Motion, the Approval Motion, and any other motions, declarations,
proposed orders or other filings with the Bankruptcy Court that constitute Definitive Documentation; the Chapter 11 Cases shall
be commenced on or before 11:59 p.m. Eastern Standard Time on January 5, 2017 (the “Petition Date”), subject
to extension with the consent of the Required Supporting Noteholders;


 


(ii)       the
Debtors shall request, and take reasonable actions to prosecute such request, that the Bankruptcy Court schedule the hearing to
consider confirmation of the Plan on or before 35 days after the Petition Date;


 


(iii)       the
Debtors shall request, and take reasonable actions to prosecute such request, that the Bankruptcy Court enter an order approving
the Approval Motion on or before 5 days after the Petition Date;


 




    8


     


    

(iv)       the
Debtors shall, within five (5) days of the Petition Date, file a motion, and thereafter take reasonable actions to prosecute such
motion, seeking entry by the Bankruptcy Court of an order determining the amount of any Rejection Claim for purposes of (a) voting
to accept or reject the Plan and (b) setting a reserve for distribution in respect of unliquidated claims;


 


(v)       the
Debtors shall timely file a formal objection to (or otherwise address in a manner reasonably acceptable to the Required Supporting
Noteholders) any unresolved motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing
the appointment of an examiner, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (C)
dismissing the Chapter 11 Cases, (D) modifying or terminating the Debtors’ exclusive right to file and/or solicit acceptances
of a plan of reorganization under section 1121 of the Bankruptcy Code or (E) seeking relief that (x) is inconsistent with
this Agreement in any respect or (y) that is contrary to, or would, or would reasonably be expected to, frustrate the purposes
of this Agreement, including by preventing the consummation of the Restructuring;


 


(vi)       the
Debtors shall timely file a formal written response in opposition to (or otherwise address in a manner reasonably acceptable to
the Required Supporting Noteholders) any objection filed with the Bankruptcy Court by any Person with respect to the Cash Collateral
Motion;


 


(vii)       the
Debtors shall pay the reasonable and documented fees and expenses of the Supporting Noteholders (a) invoiced and outstanding as
of the Petition Date in advance of the Petition Date and (b) thereafter, in the manner, and to the extent, provided for in this
agreement or any order entered by the Bankruptcy Court;


 


(viii)       the
Debtors shall pay the reasonable and documented fees and expenses of NGL in the manner, and to the extent, provided for in this
Agreement;


 


(ix)       the
Debtors shall promptly notify the Supporting Noteholders and NGL in writing of any governmental or third-party complaints, litigations,
investigations, or hearings (or written communications indicating that the same may be contemplated or threatened); and


 


(x)       the
Debtors shall promptly notify the Supporting Noteholders and NGL of any uncured breach by the Company in respect of any of the
obligations, representations, warranties or covenants set forth in this Agreement by furnishing written notice to the Supporting
Noteholders and NGL pursuant to Section ‎10.12 hereof within three (3) business days of actual knowledge of such breach.


 


(c)       The
Company Parties shall not seek, solicit, or support any dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors, merger, transaction, consolidation, business combination, joint venture, partnership sale of assets, financing
(debt or equity), refinancing, or restructuring of the Company, other than the Restructuring (each, an “Alternative Transaction”),
except with the prior written consent of the Supporting Noteholders; provided that any refinancing of the Company’s
RBL Credit Facility (as defined in the Plan) in connection with the Restructuring shall not constitute an Alternative Transaction.
If


 




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any
Company Party, directly or indirectly, through any of its representatives or advisors, receives a bona fide proposal for an Alternative
Transaction from any third party (who has not withdrawn such proposal) and such Debtor has determined in good faith that such
Alternative Transaction is, or after reasonable commercial negotiations may be, higher or otherwise better than the Restructuring,
then such Debtor shall, within two business days of making such determination, notify counsel to the Supporting Noteholders of
the receipt of such proposal, with such notice to include the material terms thereof, including the identity of the person or
group of persons involved. The Company Parties shall not enter into any confidentiality agreement with a party interested in an
Alternative Transaction unless such party consents to identifying and providing to counsel to the Supporting Noteholders (under
a reasonably acceptable confidentiality agreement) the foregoing information.


 


(d)       Notwithstanding
anything to the contrary herein, nothing in this Agreement shall require the board of directors, board of managers, directors,
managers, or officers or any other fiduciary of a Debtor to take any action, or to refrain from taking any action, with respect
to the Restructuring to the extent such board of directors, board of managers, or such similar governing body determines, based
on advice of counsel, that taking such action, or refraining from taking such action, as applicable, may be required to comply
with applicable law or its fiduciary obligations under applicable law; provided, that any such action that results in a
termination of this Agreement in accordance with the terms hereof shall be subject to the provisions set forth in ‎Section
7 hereof.


 


4.04.       Transfer
of Claims and Securities.


 


(a)       During
the Effective Period, (i) no Supporting Noteholder shall sell, assign, transfer, permit the participation in, or otherwise dispose
of (each, a “Transfer”) any ownership in any of the Claims, unless the transferee thereof either (i) is
a Supporting Noteholder, or (ii) prior to or contemporaneously with such Transfer, agrees in writing for the benefit of the other
Parties to be bound by all of the terms of this Agreement with respect to such acquired Claim by executing the joinder substantially
in the form attached hereto as Exhibit D (the “Joinder Agreement”), and delivering
an executed copy thereof, within five (5) business days of the closing of such Transfer, to the parties set forth in Section
‎10.11 hereof, in which event the transferee shall be deemed to be a Supporting Noteholder under this Agreement with respect
to such transferred Claims. Each Supporting Noteholder agrees and acknowledges that any Transfer of Claims that does not comply
with the terms and procedures set forth in this Section ‎4.04 shall be deemed null and void ab initio.


 


(b)       Notwithstanding
anything herein to the contrary, (i) any Supporting Noteholder may Transfer (by purchase, sale, assignment, participation,
or otherwise) any Claims to an entity that is acting in its capacity as a Qualified Marketmaker2 without the requirement
that the Qualified


 


 


 









		2	For
                                         the purposes of this Section 4.04, a “Qualified Marketmaker” means
                                         an entity that (a) holds itself out to the market as standing ready in the ordinary
                                         course of its business to purchase from customers and sell to customers claims against
                                         and/or interests in (as applicable) the Debtors and their affiliates (including debt
                                         securities or other debt) or enter with customers into long and short positions in claims
                                         against the Debtors and their affiliates (including debt securities or other debt), in
                                         its capacity as a dealer or market maker in such claims against the Debtors and their
                                         affiliates and (b) is in fact regularly in the business of making a market in claims
                                         against issuers or borrowers (including debt securities or other debt).


 




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Marketmaker
be or become a Supporting Noteholder; provided, that the Qualified Marketmaker subsequently Transfers (by purchase, sale,
assignment, participation, or otherwise) the right, title, or interest in such Claims to a transferee that is or becomes a Supporting
Noteholder by executing a Joinder Agreement, prior to or contemporaneously with such Transfer, and delivering an executed copy
thereof, within five (5) business days of the closing of such Transfer, to the parties set forth in Section ‎10.11 hereof,
in which event the transferee shall be deemed to be a Supporting Noteholder under this Agreement with respect to such transferred
Claims; and (ii) to the extent a Supporting Noteholder, acting in its capacity as a Qualified Marketmaker, acquires any Claims
from a holder of such claim or interest who is not a Supporting Noteholder, it may transfer (by purchase, sale, assignment, participation,
or otherwise) such claim or interest without the requirement that the transferee be or become a Supporting Noteholder in accordance
with this Section 4.03.


 


(c)       NGL
shall not Transfer any Claims.


 


(d)       This
Agreement shall in no way be construed to preclude the Supporting Noteholders from acquiring additional Claims; provided,
that (i) if any Supporting Noteholder or NGL acquires additional Claims after the Agreement Effective Date, such Party shall
use commercially reasonable efforts to promptly notify counsel to the Debtors of such acquisition including the amount of such
acquisition and (ii) such acquired Claims shall automatically and immediately upon acquisition by a Supporting Noteholder
or NGL be deemed subject to the terms of this Agreement (regardless of when or whether notice of such acquisition is given to
the Debtors).


 


4.05.       Representations
and Warranties of Supporting Noteholders.  Each Supporting Noteholder, severally, and not jointly, represents and warrants
to all Parties that:


 


(a)       it
is the beneficial owner of the face amount or unit amount, as applicable, of the Claims, or is the nominee, investment manager,
or advisor for beneficial holders of the Claims, as reflected, subject to Section ‎10.16 of this Agreement, in such Supporting
Noteholder’s signature block to this Agreement (each such signature block, a “Supporting Noteholder Signature Block”),
which amount each Party understands and acknowledges is proprietary and confidential to such Supporting Noteholder (such Claims,
the “Supporting Noteholder Owned Debtor Claims”);


 


(b)       it
has the full power and authority to act on behalf of, vote and consent to matters concerning the Supporting Noteholder Owned Debtor
Claims (or direct such action, vote, or consent);


 


(c)       the
Supporting Noteholder Owned Debtor Claims are free and clear of any lien, security interest, charge, claim, equity, option, proxy,
voting restriction, right of first refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would
adversely affect in any material respect such Supporting Noteholder’s ability to perform any of its obligations under this
Agreement at the time such obligations are required to be performed;


 


(d)       
it is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities
Act”) or (B) an institutional “accredited


 




    11


     


    

investor”
(as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act) (C) a Regulation S non-U.S.
person or (D) the foreign equivalent of (A) or (B) above; and


 


(e)       the
execution, delivery, and performance of this Agreement does not and shall not: (i) violate any provision of law, rules or regulations
applicable to it or any of its subsidiaries in any material respect, (ii) violate its certificate of incorporation, bylaws,
or other organizational documents; or (iii) conflict with, result in a breach of, or constitute (with due notice or lapse
of time or both) a default under any contractual obligation to which it is a party, which violation, conflict, breach, or default,
would have a material adverse effect on the Restructuring.


 


4.06.       Representations
and Warranties of NGL.  NGL represents and warrants to all Parties that:


 


(a)       it
is the beneficial owner of and has the full power and authority to act on behalf of, vote and consent (or direct such action,
vote, or consent) to matters concerning its Claims, including all Claims related to the NGL FT Agreement, and has not Transferred
any such Claims;


 


(b)       NGL’s
Claims are free and clear of any lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first
refusal, or other limitation on disposition, transfer, or encumbrances of any kind, that would adversely affect in any material
respect NGL’s ability to perform any of its obligations under this Agreement at the time such obligations are required to
be performed;


 


(c)       it
is either (A) a qualified institutional buyer as defined in Rule 144A of the Securities Act or (B) an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act) (C) a
Regulation S non-U.S. person or (D) the foreign equivalent of (A) or (B) above; and


 


(d)       the
execution, delivery, and performance of this Agreement does not and shall not: (i) violate any provision of law, rules or regulations
applicable to it or any of its subsidiaries in any material respect, (ii) violate its certificate of incorporation, bylaws,
or other organizational documents; or (iii) conflict with, result in a breach of, or constitute (with due notice or lapse
of time or both) a default under any contractual obligation to which it is a party, which conflict, breach, or default, would
have a material adverse effect on the Restructuring.


 


Section
5.Mutual Representations, Warranties, and Covenants.  Each of the Parties, severally and not jointly represents,
warrants, and covenants to each other Party:


 


5.01.       Enforceability. 
It is validly existing and in good standing under the laws of the state of its organization, and this Agreement is a legal, valid,
and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited
by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.


 


5.02.       No
Consent or Approval.  Except as expressly provided in this Agreement, the Plan or the Bankruptcy Code, no consent or
approval is required by any other person or entity in


 




    12


     


    

order
for it to effectuate the Restructuring contemplated by, and perform the respective obligations under, this Agreement.


 


5.03.       Power
and Authority.  Except as expressly provided in this Agreement, it has all requisite corporate or other power and authority
to enter into, execute, and deliver this Agreement and to effectuate the Restructuring contemplated by, and perform its respective
obligations under, this Agreement.


 


5.04.       Governmental
Consents. Except as expressly set forth herein and with respect to the Company Parties’ performance of this Agreement
(and subject to necessary Bankruptcy Court approval and/or regulatory approvals associated with the Restructuring), the execution,
delivery and performance by it of this Agreement does not, and shall not, require any registration or filing with consent or approval
of, or notice to, or other action to, with or by, any federal, state, or other governmental authority or regulatory body.


 


Section
6.Acknowledgement.  Notwithstanding any other provision herein, this Agreement is not and shall not be deemed
to be an offer with respect to any securities or solicitation of votes for the acceptance of a plan of reorganization for purposes
of sections 1125 and 1126 of the Bankruptcy Code or otherwise.  Any such offer or solicitation will be made only in compliance
with all applicable securities laws and provisions of the Bankruptcy Code.  The Debtors will not solicit acceptances of the
Plan from Supporting Noteholders in any manner inconsistent with the Bankruptcy Code or applicable bankruptcy law.


 


Section
7.Termination Events.


 


7.01.       Supporting
Noteholder Termination Events.


 


(a)       This
Agreement may be terminated as between the Supporting Noteholders and the other Parties by the delivery to counsel to the Company
Parties, counsel to NGL and counsel to the other Supporting Noteholders of a written notice in accordance with Section ‎10.12
hereof by the Required Supporting Noteholders, upon the occurrence and continuation of any of the following events:


 


(i)       the
material breach by any of the Company Parties of any of the representations, warranties, or covenants of such breaching Party
as set forth in this Agreement, and which breach remains uncured for a period of five (5) business days following such breaching
Party’s receipt of notice pursuant to Section ‎10.11 hereof (with copies of any such notice being contemporaneously
provided to the other Company Parties, counsel to NGL and Davis Polk);


 


(ii)       the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any injunction,
judgment, decree, charge, ruling, or order enjoining the consummation of a material portion of the Restructuring, or materially
affecting the recovery of the Supporting Noteholders in an adverse manner contemplated by this Agreement; provided, that
the Company Parties shall have ten (10) business days after issuance of such injunction, judgment, decree, charge, ruling, or
order to obtain relief that would allow consummation of the Restructuring that (i) does not prevent or diminish in a material
way


 




    13


     


    

compliance
with the terms of this Agreement or (ii) is otherwise reasonably acceptable to the Required Supporting Noteholders;


 


(iii)       an
examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code), or a trustee or receiver
shall have been appointed in one or more of the Chapter 11 Cases;


 


(iv)       any
Company Party files any motion or pleading with the Bankruptcy Court that is materially inconsistent with this Agreement and such
motion or pleading has not been withdrawn or is not otherwise denied by the Bankruptcy Court within five (5) business days of
receipt of notice by such Party that such motion or pleading is inconsistent with this Agreement;


 


(v)       the
entry of a ruling or order by the Bankruptcy Court that would prevent consummation of the Restructuring; provided, that
the Debtors shall have sought a stay of such relief within five (5) business days after the date of such issuance and shall have
five (5) business days after issuance of such ruling or order to obtain relief that (i) does not prevent or diminish in a material
way compliance with the terms of this Agreement or (ii) is otherwise reasonably acceptable to the Required Supporting Noteholders;


 


(vi)       the
conversion or dismissal of the Chapter 11 Cases, unless such conversion or dismissal, as applicable, is made with the prior written
consent of counsel to the Supporting Noteholders;


 


(vii)       any
of the Definitive Documentation shall have been amended or modified in a manner that materially affects the Supporting Noteholders
in an adverse manner, without the prior written consent of the counsel to the Supporting Noteholders; provided, that modifying
(a) the allocation of Subscription Rights and New Common Stock among Holders of Claims in Class 2D to equal the allocation of
Subscription Rights and New Common Stock among Holders of Claims in Classes 1D and 3D-7D, (b) the conditions upon which holders
of Existing Equity Interests may receive their distribution provided for in the Plan or (c) the amount of Subscription Rights
and New Common Stock distributed to holders of General Unsecured Claims against Bonanza Creek Operating, if necessary solely as
a result of the allowance, estimation, voting, recharacterization, or classification of General Unsecured Claims against Bonanza
Creek Operating (other than Note Claims) by Final Order of the Court (each of the foregoing, a “Required Modification”)
in the Plan or Definitive Documentation shall not give rise to any right to terminate this Agreement under this Section ‎7.01(a)(vii)
if (x) the Bankruptcy Court rules or orders that such Required Modification is necessary to enter the Confirmation Order and (y)
the Required Supporting Noteholders have not proposed an alternative modification or amendment reasonably acceptable to the Company
Parties that would allow the Debtors to obtain confirmation of the Plan.


 


(viii)       the
Bankruptcy Court grants relief terminating, annulling or modifying the automatic stay (as set forth in section 362 of the Bankruptcy
Code) to permit the exercise of remedies against any assets of the Company having an aggregate fair market value in excess of
$10 million without the prior written consent of the Required Supporting Noteholders;


 




    14


     


    

(ix)       the
Company Parties have not commenced solicitation of acceptances of the Plan within one (1) business day after the date hereof;


 


(x)       the
Chapter 11 Cases are not commenced before the Bankruptcy Court by the date set forth in Section ‎4.03(b)(i) of this Agreement
(including as such date may be extended therein);


 


(xi)       the
Debtors have not filed within one (1) business day after the Petition Date (A) the Approval Motion, and (B) a motion requesting
that the Bankruptcy Court schedule a joint hearing to consider the Approval Motion, confirmation of the Plan and approval of the
Disclosure Statement on or before 35 days after the Petition Date;


 


(xii)       the
Bankruptcy Court has not entered within 35 days of the Petition Date an order approving the Approval Motion;


 


(xiii)       the
Confirmation Order has not been entered by the Bankruptcy Court within 105 days of the Petition Date (the “Confirmation
Milestone”);


 


(xiv)       the
Plan Effective Date has not occurred within 14 days following the date of entry of the Confirmation Order; and


 


(xv)       the
Debtors release, settle or compromise the FT Agreement Claims in a manner not acceptable to the Required Supporting Noteholders,
it being agreed that entering into the New NGL Agreement on terms substantially as set forth in the NGL Term Sheet represents
a settlement of the FT Agreement Claims of NGL acceptable to the Required Supporting Noteholders.


 


(b)       The
milestones set forth in sections (x) through (xiv) may be extended with the written consent of the Required Supporting Noteholders;
provided, that the Confirmation Milestone may not be extended beyond 120 days after the Petition Date as to any Supporting
Noteholder who does not consent to any such extension.


 


7.02.       NGL
Termination Events.


 


(a)       This
Agreement may be terminated as between NGL and the other Parties by the delivery to counsel to the Company Parties and counsel
to the Supporting Noteholders of a written notice in accordance with Section ‎10.12 hereof by NGL, upon the occurrence and
continuation of any of the following events:


 


(i)       the
material breach by any of the Company Parties of any of the representations and warranties as set forth in this Agreement or the
covenants contained in Sections 4.03(a)(i) through (vi), 4.03(a)(viii), 4.03(b)(ii), 4.03(b)(iv), 4.03(b)(vii) through (ix) or
4.03(c) as set forth in this Agreement, and which breach remains uncured for a period of five (5) business days following the
Company’s receipt of notice pursuant to Section ‎10.11 hereof (with copies of any such notice being contemporaneously
provided to the other Company Parties, counsel to the Supporting Noteholders and Davis Polk);


 




    15


     


    

(ii)       the
material breach by any of the Supporting Noteholders of any of the representations and warranties as set forth in this Agreement
or the covenants contained in Sections 4.02(a)(i) through (ix) as set forth in this Agreement, which breach would result in the
failure of the Debtors to obtain confirmation of the Plan, and which breach remains uncured for a period of ten (10) business
days after the receipt by the Supporting Noteholders or NGL, as applicable, of notice of such breach;


 


(iii)       the
issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any injunction,
judgment, decree, charge, ruling, or order enjoining the consummation of a material portion of the Restructuring, or materially
affecting the New NGL Agreement or NGL’s economic benefits thereunder in a manner adverse to NGL; provided, that
the Company Parties shall have ten (10) business days after issuance of such injunction, judgment, decree, charge, ruling, or
order to obtain relief that would allow consummation of the Restructuring that (i) does not prevent or diminish in a material
way compliance with the New NGL Agreement or (ii) is otherwise reasonably acceptable to NGL;


 


(iv)       any
Company Party files any motion or pleading with the Bankruptcy Court that is materially inconsistent with this Agreement or the
New NGL Agreement and such motion or pleading has not been withdrawn or is not otherwise denied by the Bankruptcy Court within
five (5) business days of receipt of notice by such Party that such motion or pleading is inconsistent with this Agreement;


 


(v)       the
conversion or dismissal of the Chapter 11 Cases, unless such conversion or dismissal, as applicable, is made with the prior written
consent of counsel to NGL; and


 


(vi)       any
of the Definitive Documentation shall have been amended or modified in a manner that materially affects NGL or that is inconsistent
with this Agreement or the New NGL Agreement, without the prior written consent of the counsel to NGL.


 


7.03.       Debtors’
Termination Events. 


 


(a)       The
Debtors may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance
with Section ‎10.12 hereof, upon the occurrence of any of the following events: (i) the breach by any of
the Supporting Noteholders of any material provision set forth in this Agreement that remains uncured for a period of ten (10)
business days after the receipt by the Supporting Noteholders or NGL, as applicable, of notice of such breach; (ii) the board
of directors, board of managers, or such similar governing body of any Debtor determines based on advice of counsel that proceeding
with any of the Restructuring would be inconsistent with the exercise of its fiduciary duties, including any determination by
the such governing body, in its sole discretion, that an insufficient number or amount of acceptances of the Plan had been received
as of the date set forth in Section ‎4.03(b)(i) of this Agreement to support a decision to commence the Chapter 11 Cases;
or (iii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of
any final, non-appealable injunction, judgment, decree, charge, ruling or order enjoining the consummation of a material portion
of the Restructuring unless the Supporting Noteholders shall have sought a stay of such injunction, judgment, decree, charge,
ruling or order


 




    16


     


    

within
five (5) business days after the date of such issuance and shall have obtained relief from such injunction, judgment, decree,
charge, ruling or order within five (5) business days after such issuance that would allow consummation of the Restructuring that
(i) does not prevent or diminish in a material way compliance with the terms of this Agreement or (ii) is otherwise reasonably
acceptable to the Company Parties.


 


(b)       The
Debtors may terminate this Agreement as to all Parties upon written notice, delivered in accordance with Section ‎10.12
hereof, if holders of at least two-thirds in amount of Claims classified in Class
2D under the Plan have not become Parties to this Agreement on or prior to January 5, 2017.


 


7.04.       Mutual
Termination.  This Agreement, and the obligations of all Parties hereunder, may be terminated by mutual agreement among
all of the following: (a) the Required Supporting Noteholders and (b) each of the Company Parties.


 


7.05.       Termination
Upon Completion of the Restructuring.  This Agreement shall terminate automatically without any further required action
or notice on the Plan Effective Date.


 


7.06.       Effect
of Termination. 


 


(a)       No
Party may terminate this Agreement if such Party failed to perform or comply in all material respects with the terms and conditions
of this Agreement, with such failure to perform or comply causing, or resulting in, the occurrence of one or more termination
events specified herein. The date on which termination of this Agreement as to a Party is effective in accordance with Sections
7.01, 7.02, 7.03, 7.04 or 7.05, shall be referred to as the “Termination Date.”


 


(b)       Except
as set forth below, upon the occurrence of a Termination Date as to a Party, this Agreement shall be of no further force and effect
and each Party subject to such termination shall be released from its commitments, undertakings, and agreements under or related
to this Agreement and shall have the rights and remedies that it would have had, had it not entered into this Agreement, and shall
be entitled to take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take
had it not entered into this Agreement. Upon the occurrence of a Termination Date, any and all consents or ballots tendered by
the Parties subject to such termination before a Termination Date shall be deemed, for all purposes, to be null and void from
the first instance and shall not be considered or otherwise used in any manner by the Parties in connection with the Restructuring
and this Agreement or otherwise.


 


(c)       Notwithstanding
anything to the contrary in this Agreement, the foregoing shall not be construed to prohibit the Debtors or any of the Supporting
Noteholders from contesting whether any such termination is in accordance with the terms of, or to seek enforcement of any rights
under this Agreement that arose or existed before a Termination Date. Except as expressly provided in this Agreement, nothing
herein is intended to, or does, in any manner waive, limit, impair, or restrict (a) any right of any Debtor or the ability of
any Debtor to protect and preserve its rights (including rights under this Agreement), remedies, and interests, including its
claims against any Supporting Noteholder or NGL, (b) any right of any Supporting Noteholder, or the ability of any Supporting
Noteholder to protect and preserve its rights (including rights under this


 




    17


     


    

Agreement)
and remedies including its claims against any Debtor or Supporting Noteholder and (c) any right of NGL, or the ability of
NGL to protect and preserve its rights (including rights under this Agreement) and remedies including its claims against any Debtor.


 


Section
8.Amendments. This Agreement may not be modified, amended, or supplemented without the prior written consent of
the Company Parties and the Required Supporting Noteholders; provided, that this Agreement may not be modified, amended, or supplemented
in a manner that (i) adversely affects NGL without the prior written consent of Company Parties, the Required Supporting
Noteholders and NGL, (ii) disproportionately affects any particular Supporting Noteholder without the prior written consent
of such Supporting Noteholder and (iii) alters Section ‎‎7.01(b) without the prior written consent each Supporting
Noteholder.


 


Section
9. Fees and Expenses. So long as this Agreement has not been terminated, the Company Parties hereby agree to pay
in cash, in full, in accordance with their respective engagement letters, all invoiced fees and out-of-pocket expenses incurred
by the Supporting Noteholders, including all invoiced fees and out-of-pocket expenses of (a) Kirkland & Ellis LLP; (b) Evercore
Group L.L.C.; (c) local counsel in the venue in which the Company Parties commence the Chapter 11 Cases; and (d) such other professionals
that the Supporting Noteholders deem reasonably necessary to consummate the Restructuring, with the prior written consent of the
Company, not to be unreasonably withheld. So long as this Agreement has not been terminated, the Company Parties hereby agree
to pay, on the Plan Effective Date, all invoiced fees and out-of-pocket expenses in cash, in full incurred by NGL, before and
after the Petition Date, including all invoiced fees and out-of-pocket expenses of (a) Greenberg Traurig, LLP; (b) Cypress Associates
LLC; (c) local counsel in the venue in which the Company Parties commence the Chapter 11 Cases; and (d) such other professionals
that NGL deems reasonably necessary to consummate the Restructuring, with the prior written consent of the Company, not to be
unreasonably withheld, in each case incurred prior to the earlier of the Plan Effective Date and the termination of this Agreement.
The Company Parties hereby acknowledge and agree that the fees and expenses incurred by the Supporting Noteholders and NGL prior
to the termination of this Agreement are of the type that should be entitled to treatment as administrative expense claims pursuant
to sections 503(b) and 507(a)(2) of the Bankruptcy Code.


 


Section
10.Miscellaneous.


 


10.01.       Management
Incentive Plan. The Restructuring will include a management incentive plan (the “Management Incentive Plan”)
reserving New Common Stock (as defined in the Plan) constituting 10% of the equity of the Company on a fully-diluted basis (the
“MIP Pool”).  Unless otherwise agreed to by the Company and the Supporting Noteholders, 40% of the MIP
Pool (the “Emergence Grants”) shall be allocated to employees (including, in the sole discretion of the existing
board of directors, any reserve for open positions) prior to or during the Chapter 11 Cases in such amounts as determined by the
compensation committee of the existing board of directors of BCEI, subject to the reasonable consent of appropriate representatives
of the Supporting Noteholders within ten business days after receipt thereof, with such awards to be granted on the Plan Effective
Date. The Emergence Grants shall be (i) 50% in the form of options with a 10-year term struck at plan value and (ii) 50%
in the form of restricted stock units; and in each case shall vest one-third on each of the first three anniversaries of the Plan
Effective Date.  The vesting of the Emergence Grants will fully accelerate on a Change in Control (as


 




    18


     


    

defined
in the Severance Plan), unless, in connection with such Change in Control, the Emergence Grants are continued or assumed by the
Company or the acquirer or are substituted or replaced by the acquirer with awards with substantially equivalent terms and value.
All future grants under the Management Incentive Plan shall be determined by the compensation committee of the compensation committee
of the board of directors of the Company following the Plan Effective Date and shall be awarded from the portion of the MIP Pool
that does not constitute Emergence Grants. Additionally, BCEI shall assume the existing Executive Change in Control and Severance
Plan and related executive employment agreements (such plan and the provisions of such agreements that provide for participation
in such plan, collectively, the “Severance Plan”), subject to modification as necessary to ensure that
(i) the Restructuring and any associated organizational changes shall not constitute a Change in Control or serve as a basis
to trigger severance benefits under the Severance Plan and (ii) the New Board shall not be permitted to amend the Severance
Plan to impair vesting (including accelerated vesting) of the Emergence Grants. BCEI shall also assume the existing 2016 short-term
incentive plan (“STIP”).  The Company will also establish, in consultation with the Note Parties, a 2017
STIP, reasonably consistent with prior STIPs of BCEI.


 


10.02.       Forbearance.
During the period commencing on the date hereof and ending on the termination of this Agreement in accordance with its terms,
the Supporting Noteholders hereby agree to forbear from the exercise of any rights or remedies they may have under the Indentures
and under applicable United States or foreign law or otherwise with respect to any defaults or events of default which may arise
under the Indentures at any time on or before the termination of the Agreement.  For the avoidance of doubt, the forbearance
set forth in this Section ‎10.02 shall not constitute a waiver with respect to any defaults or events of default under the
Indentures, and shall not bar any Supporting Noteholder from filing a proof of claim or taking action to establish the amount
of such claim.  If the transactions contemplated hereby are not consummated, or if this Agreement is terminated for any reason,
the Parties fully reserve any and all of their rights.  


 


10.03.       Further
Assurances.  Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments
and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be
required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring, as applicable.


 


10.04.       Complete
Agreement.  This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof
and supersedes all prior agreements, oral, or written, among the Parties with respect thereto.


 


10.05.       Headings. 
The headings of all sections of this Agreement are inserted solely for the convenience of reference and are not a part of and
are not intended to govern, limit, or aid in the construction or interpretation of any term or provision hereof.


 


10.06.       GOVERNING
LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM.  THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE


 




    19


     


    

CONFLICT
OF LAWS PRINCIPLES THEREOF.  Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim
arising out of or related to this Agreement, to the extent possible, in either the United States District Court for the Southern
District of New York or any New York State court located in New York County (the “Chosen Courts”), and solely
in connection with claims arising under this Agreement: (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts;
(b) waives any objection to laying venue in any such action or proceeding in the Chosen Courts; and (c) waives any objection
that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto; provided, that
if the Debtors commence the Chapter 11 Cases, then the Bankruptcy Court (or court of proper appellate jurisdiction) shall be the
exclusive jurisdiction, rather than any Chosen Court.


 


10.07.       Confidentiality.
The Company Parties shall keep strictly confidential and shall not, without the prior written consent of the applicable Supporting
Noteholder, disclose publicly, or to any person the holdings or claims of any Supporting Noteholder, including the principal amount
of any claims arising under the Notes.


 


10.08.       Trial
by Jury Waiver. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


10.09.       Execution
of Agreement.  This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature
and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall
constitute the same agreement.  Each individual executing this Agreement on behalf of a Party has been duly authorized and
empowered to execute and deliver this Agreement on behalf of said Party.


 


10.10.       Interpretation
and Rules of Construction.  This Agreement is the product of negotiations among the Parties, and in the enforcement or
interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against
any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective
in regard to the interpretation hereof. The Parties were each represented by counsel during the negotiations and drafting of this
Agreement and continue to be represented by counsel. In addition, this Agreement shall be interpreted in accordance with section
102 of the Bankruptcy Code.


 


10.11.       Successors
and Assigns. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and
permitted assigns, as applicable. There are no third-party beneficiaries under this Agreement, and the rights or obligations of
any Party under this Agreement may not be assigned, delegated, or transferred to any other person or entity. 


 


10.12.       Notices. 
All notices hereunder shall be deemed given if in writing and delivered, if sent by electronic mail, courier, or registered or
certified mail (return receipt requested) to the following addresses (or at such other addresses as shall be specified by like
notice):


 



    20


     


    




(a) if to a Company Party, to:


 


Bonanza Creek
Energy, Inc.


 410 17th
Street, Suite 1400





Denver, Colorado
80202





Attention: 
Skip Marter





E-mail address: 
smarter@bonanzacrk.com





 


with copies
(which alone shall not constitute notice) to:


 


Davis
Polk & Wardwell LLP





450
Lexington Avenue





New
York, New York 10017





Attention:
Marshall Huebner, Brian Resnick and Daniel Silberger





E-mail addresses: marshall.huebner@davispolk.com,


brian.resnick@davispolk.com, and daniel.silberger@davispolk.com


 


(b)       if
to a Supporting Noteholder to:


 


Kirkland & Ellis
LLP

601 Lexington Avenue





New York, NY 10022

Attention: Edward Sassower, P.C.

E-mail address: edward.sassower@kirkland.com


 





-and-


 


Kirkland & Ellis
LLP

300 North LaSalle

Chicago, IL 60654

Attention: Steven N. Serajeddini

E-mail address: steven.serajeddini@kirkland.com


 


(c)       if
to NGL


 


NGL
Crude Logistics, LLC

Attn: Vice President – Rockies

Brookhollow Central II, Suite 1250

2900 North Loop West

Houston, TX 77092


 


-and-


 


NGL
Crude Logistics, LLC

Attn: Senior Vice President

Brookhollow Central II, Suite 1250



 




    21


     


    

2900
North Loop West

Houston, TX 77092


 


-and-


 


NGL
Energy Partners LP

Attn: Executive Vice President/General Counsel

3773 Cherry Creek North Drive, Suite 1000

Denver, CO 80209


 


and-


 


Greenberg
Traurig, LLP

MetLife Building

200 Park Avenue

New York, New York 10166

Attention: Iskender H. Catto and Ryan A. Wagner

E-mail addresses: cattoi@gtlaw.com and wagnerr@gtlaw.com


 


or such other address as may
have been furnished by a Party to each of the other Parties by notice given in accordance with the requirements set forth above.


 


Any notice
given by delivery, mail, or courier shall be effective when received. 


 


10.13.       Access.
The Company Parties will provide the Supporting Noteholders and their respective attorneys, consultants, accountants, and other
authorized representatives (each an “Access Party”) reasonable access, upon reasonable notice during normal
business hours, to relevant properties, books, contracts, commitments, records, management personnel, and advisors of the Company
Parties; provided, that the Company Parties’ obligation hereunder shall be conditioned upon such Access Party
agreeing to maintain the confidentiality of any information received in connection with the foregoing, other than any such information
that is available to such Access Party on a non-confidential basis (the “Information”) except that Information
may be disclosed (a) to such Access Party’s affiliates and the partners, directors, officers, employees, service providers,
agents and advisors of such Access Party and of such Access Party’s affiliates on a “need to know” basis solely
in connection with the transactions contemplated hereby, (b) to the extent requested by any regulatory authority purporting to
have jurisdiction over such Access Party or its affiliates, (c) to the extent required by applicable law, (d) to any of the Parties,
or (e) with the consent of the Debtors.


 


10.14.       Independent
Due Diligence and Decision Making. Each Supporting Noteholder and NGL hereby confirms that it is (a) a sophisticated party
with respect to the matters that are the subject of this Agreement, (b) has had the opportunity to be represented and advised
by legal counsel in connection with this Agreement and acknowledges and agrees that it voluntarily and of its own choice and not
under coercion or duress enters into the Agreement, (c) has adequate information concerning the matters that are the subject of
this Agreement and (d) has independently and without reliance upon any other Party hereto, or any of their affiliates, or any
officer, employee, agent or representative thereof, and based on such information as it has


 




    22


     


    

deemed
appropriate, made its own analysis and decision to enter into this Agreement, except that it has relied upon each other Party’s
express representations, warranties, and covenants in this Agreement.


 


10.15.       Waiver.
If the Restructuring is not consummated, or if this Agreement is terminated for any reason, the Parties fully reserve any and
all of their rights.


 


10.16.       Reporting
of Debtor Claims. The Parties agree and acknowledge that the reported amount of the Claims reflected in each Supporting Noteholder
Signature Block does not necessarily reflect the full amount of such Supporting Noteholder’s Claims (including, without
limitation, principal, accrued and unpaid interest, fees and expenses) and any disclosure made on any Supporting Noteholder Signature
Block shall be without prejudice to any subsequent assertion by or on behalf of such Supporting Noteholder of the full amount
of its Claims.


 


10.17.       Automatic
Stay. The Company acknowledges and agrees, and shall not dispute, that the giving of a termination notice in accordance with
Sections 7 and ‎10.12 hereof by any of the Supporting Noteholders or NGL shall not be a violation of the automatic stay under
section 362 of the Bankruptcy Code (and the Company hereby waives, to the greatest extent possible, the applicability of such
automatic stay to the giving of such notice), and the Supporting Noteholders and NGL are hereby authorized to take any steps necessary
to effectuate the termination of this Agreement notwithstanding section 362 of the Bankruptcy Code or any other applicable
law, and no cure period contained in this Agreement shall be extended pursuant to sections 108 or 365 of the Bankruptcy Code
or any other applicable law without the prior written consent of the Required Supporting Noteholders or NGL, as applicable.


 


10.18.       Settlement
Discussions; No Admission. This Agreement and the Plan are part of a proposed settlement of matters that could otherwise be
the subject of litigation among the Parties hereto. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal
Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not
be admissible into evidence in any proceeding other than a proceeding to enforce the terms of this Agreement. This Agreement shall
in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or
fault or liability or damages whatsoever.


 


10.19.       Several,
Not Joint, Claims. The agreements, representations, warranties, and obligations of the Parties under this Agreement are, in
all respects, several and not joint.


 


10.20.       Severability.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable,
the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement for each Party
remain valid, binding, and enforceable.


 


10.21.       Specific
Performance/Remedies. It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any
breach of this Agreement by any Party and each non-breaching Party shall be entitled to seek specific performance and injunctive
or other equitable relief (including attorney’s fees and costs) as a remedy for any such breach, in addition to any other
remedy to which such non-breaching Party may be entitled, at law or


 




    23


     


    

equity,
without the necessity of proving the inadequacy of money damages as a remedy, including an order of the Chosen Court or the Bankruptcy
Court requiring any Party to comply promptly with any of its obligations hereunder. Each Party agrees to waive any requirement
for the securing or posting of a bond in connection with such remedy.


 


10.22.       Remedies
Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law
or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall
not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.


 


IN WITNESS
WHEREOF, the Parties have executed this Agreement on the day and year first above written.


 


 


[Remainder
of page intentionally left blank.]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    24


     


    

Company
Party Signature Page to the Restructuring Support and Lock-Up Agreement


 


Bonanza
Creek Energy, Inc.


 


on behalf of itself and all other
Company Parties


 








	By:	/s/ Richard Carty	 
	Name:	Richard Carty	 
	Title: 	President and Chief Executive Officer	 



 


 


 


 


 


 





 





 







	 	 	 








 




    


     


    

Supporting
Noteholder Signature Page to 

the Restructuring Support and Lock-Up Agreement


 


[______], as [Noteholder]




 


	 	By:     	 	 
	 	 	Name:	 
	 	 	Title:	 


 


Address:


 



 


 


 


Email address(es):





Telephone:


 


	Aggregate Amounts or Units, as Applicable,
    Beneficially Owned or Managed on Account of:
	2021
    Notes Claims (if any)	$
	2023
    Notes Claims (if any)	$
	BCEI
    Common Shares (if any)	 



 


 


 


 



    


     


    

NGL Signature
Page to 

the Restructuring Support and Lock-Up Agreement


 


	 	NGL Energy Partners LP	 
	 	 	 
	 	 	 
	 	By:     	 	 
	 	 	Name:	 
	 	 	Title:	 


 


Address:


 



 


 


Email address(es):





Telephone:


 




    


     


    

NGL Signature
Page to 

the Restructuring Support and Lock-Up Agreement


 


	 	NGL Crude Logistics, LLC	 
	 	 	 
	 	 	 
	 	By:    	 	 
	 	 	Name:	 
	 	 	Title:	 


 


Address:


 



 


 


Email address(es):





Telephone:


 




    


     


    

EXHIBIT
A to the Restructuring Support Agreement


 


Prepackaged
Plan


 


 




 


 


 


 


 


 


 


 


 


 


 






    


     


    

  


IN
THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


 


		)	 
	In re:

         

        BONANZA CREEK ENERGY,
        INC., et al.,

         

        Debtors.1
	) 

        ) 

        ) 

        )

        

        ) 

        ) 

        ) 
	Chapter 11

         

        Case No. 17-__________
        (___)

         

        Joint Administration
        Requested

         

		)	 





 


 





DEBTORS’
JOINT PREPACKAGED PLAN OF REORGANIZATION

UNDER CHAPTER 11 OF THE BANKRUPTCY CODE


 







	DAVIS
                           POLK & WARDWELL LLP

                           450 Lexington Avenue

                           New York, New York 10017

                           Telephone: (212) 450-4000

        

        Facsimile: (212) 607-7983

        Marshall S. Huebner

        

        Brian M. Resnick

        

        Daniel M. Silberger

         

        Counsel to the Debtors

        and Debtors in Possession
	RICHARDS,
                           LAYTON & FINGER, P.A.

        

        One Rodney
        Square

        

        920 North King
        Street

        

        Wilmington,
        Delaware 19801

        

        Telephone:
        (302) 651-7700

        

        Facsimile:
        (302) 651-7701

        

        Mark D. Collins (No.
        2981)

        

        Amanda R. Steele
        (No. 5530)

        

        Brendan J.
        Schlauch (No. 6115)

        

         

        Counsel to the Debtors

        and Debtors in Possession

        





 


 


 





	Dated:	December 23, 2016
	 	Wilmington, Delaware





 


 


 


 










 






1
The Debtors and debtors in possession in these cases and the last
four digits of their respective Employer Identification Numbers are: Bonanza Creek Energy, Inc. (0631), Bonanza Creek Energy Operating
Company, LLC (0537), Bonanza Creek Energy Resources, LLC (6378), Holmes Eastern Company, LLC (5456), Rocky Mountain Infrastructure, LLC
(6659), Bonanza Creek Energy Upstream LLC (6378) and Bonanza Creek Energy Midstream, LLC (6378). The Debtors’ mailing address
is 410 17th Street, Suite 1400, Denver, Colorado 80202.


  



    


     


    




 





Table
of Contents





 






Page


 


Article
1


 




	Definitions
    and Rules of Interpretation	1
	Section
    1.1.   Definitions	1
	Section
    1.2.   Rules of Interpretation	16
	Section
    1.3.   Computation of Time	17
	Section
    1.4.   References to Monetary Figures	17
	Section
    1.5.   Exhibits; Schedules; Plan Supplement	17
	Section
    1.6.   Consent Rights of Required Supporting Noteholders	17



 


Article
2


 


	Treatment
    of Administrative Expense Claims and Priority Tax Claims	17
	Section
    2.1.   Treatment of Administrative Expense Claims	17
	Section
    2.2.   Treatment of Priority Tax Claims	18



 


Article
3


 


	Classification
    and Treatment of Other Claims and Interests	18



 


	Section
    3.1.   Classes and Treatment of Claims Against and Interests in the Debtors	19
	Section
    3.2.   Treatment of Claims Against and Interests in the Debtors	21
	Section
    3.3.   Treatment of Intercompany Claims	23



 


Article
4


 


	Acceptance
    or Rejection of the Plan	24



 


	Section
    4.1.   Voting of Claims	24
	Section
    4.2.   Presumed Acceptance of Plan	24
	Section
    4.3.   Deemed Rejection of Plan	24
	Section
    4.4.   Acceptance by Impaired Classes	24
	Section
    4.5.   Elimination of Vacant Classes	24
	Section
    4.6.   Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code	24
	Section
    4.7.   Modification and Severability as to Debtors; Reservation of Rights	25



 


Article
5


 


	Implementation
    of the Plan	25



 


	Section
    5.1.   Continued Organizational Existence	25
	Section
    5.2.   Section 1145 Exemption	25
	Section
    5.3.   Authorization of New Equity Securities	26
	Section
    5.4.   Cancellation of Existing Securities and Related Agreements, the Indentures and the RBL Credit Agreement	26
	Section
    5.5.   Financing and Restructuring Transactions	27



 



    


     


    




 


Article
6


 


	Provisions
    Governing Distributions	28



 


	Section
    6.1.   Disbursing Agent	28
	Section
    6.2.   Timing and Delivery of Distributions	29
	Section
    6.3.   Manner of Payment under Plan	31
	Section
    6.4.   Undeliverable or Non-Negotiated Distributions	32
	Section
    6.5.   Claims Paid by Third Parties	33



 


Article
7


 


	Filing
    of Administrative Expense Claims	33



 


	Section
    7.1.   Professional Fee Claims	33
	Section
    7.2.   Administrative Expense Claims	33



 


Article
8


 


	Disputed
    Claims	34



 


	Section
    8.1.   Objections to Claims	34
	Section
    8.2.   Resolution of Disputed Claims	35
	Section
    8.3.   Estimation of Claims and Interests	35
	Section
    8.4.   Payments and Distributions for Disputed Claims	35
	Section
    8.5.   No Amendments to Claims	36
	Section
    8.6.   No Interest	36



 


Article
9


 


	Executory
    Contracts and Unexpired Leases	37



 


	Section
    9.1.   Assumption of Executory Contracts and Unexpired Leases	37
	Section
    9.2.   Schedules of Executory Contracts and Unexpired Leases	37
	Section
    9.3.   Categories of Executory Contracts and Unexpired Leases to Be Assumed	38
	Section
    9.4.   Assumption and Rejection Procedures and Resolution of Treatment Objections	40
	Section
    9.5.   Rejection Claims	42
	Section
    9.6.   Assignment	42
	Section
    9.7.   Approval of Assumption, Rejection, Retention or Assignment of Executory Contracts and Unexpired Leases	42
	Section
    9.8.   Modifications, Amendments, Supplements, Restatements or Other Agreements	43



 


Article
10


 


	Provisions
    Regarding Governance of the Reorganized Debtors	44



 


	Section
    10.1.   Organizational Action	44
	Section
    10.2.   Organizational Documents	44
	Section
    10.3.   Directors and Officers of the Reorganized Debtors	45



 



    ii


     


    




Article
11


 


	Effect
    of Confirmation	46



 


	Section
    11.1.   Vesting of Assets	46
	Section
    11.2.   Release of Liens	46
	Section
    11.3.   Releases and Discharges	46
	Section
    11.4.   Discharge and Injunction	47
	Section
    11.5.   Term of Injunction or Stays	48
	Section
    11.6.   Exculpation	48
	Section
    11.7.   Release by the Debtors	48
	Section
    11.8.   Voluntary Releases by the Holders of Claims and Interests	49
	Section
    11.9.   Injunction	50
	Section
    11.10.   Setoff and Recoupment	51
	Section
    11.11.   Preservation of Causes of Action	51
	Section
    11.12.   Compromise and Settlement of Claims and Controversies	52



 


Article
12


 


	Conditions
    Precedent to Confirmation and Effectiveness of the Plan	52



 


	Section
    12.1.   Conditions to Confirmation	52
	Section
    12.2.   Conditions to Effectiveness	53
	Section
    12.3.   Waiver of Conditions to Confirmation or Effectiveness	54



 


Article
13


 


	Modification,
    Revocation or Withdrawal of the Plan	54



 


	Section
    13.1.   Plan Modifications	54
	Section
    13.2.   Revocation or Withdrawal of the Plan and Effects of Non-Occurrence of Confirmation or Effective Date	54



 


Article
14


 


	Retention
    of Jurisdiction by the Bankruptcy Court	55



 


Article
15


 


	Miscellaneous	57



 


	Section
    15.1.   Exemption from Transfer Taxes and Recording Fees	57
	Section
    15.2.   Expedited Tax Determination	57
	Section
    15.3.   Payment of Statutory Fees	57
	Section
    15.4.   Plan Supplement	57
	Section
    15.5.   Claims against Other Debtors	58
	Section
    15.6.   Substantial Consummation	58
	Section
    15.7.   Section 1125 of the Bankruptcy Code	58
	Section
    15.8.   Nonseverability	58
	Section
    15.9.   Governing Law	59
	Section
    15.10.   Binding Effect	59
	Section
    15.11.   Notices	59
	Section
    15.12.   Reservation of Rights	60







    iii


     


    

 


	Section
    15.13.   Further Assurances	60


 





Schedules


 


Schedule 9.2(a):Executory
Contracts and Unexpired Leases to Be Assumed

Schedule 9.2(b):Executory Contracts and Unexpired Leases to Be Rejected





 




    iv


     


    

Introduction


 


Pursuant
to section 1121(a) of the Bankruptcy Code,2 the Debtors in the above-captioned jointly administered Chapter 11 Cases
respectfully propose the Plan. The Debtors are the proponents of the Plan under section 1129 of the Bankruptcy Code. The Plan
contemplates the reorganization of the Debtors and the resolution of all outstanding Claims against, and Interests in, the Debtors.


 


Pursuant
to section 1125(g) of the Bankruptcy Code, votes to accept or reject a plan of reorganization may be solicited from holders of
Claims or Interests entitled to vote on a plan if such solicitation complies with applicable nonbankruptcy law and if such holder
was solicited before the commencement of the Chapter 11 Cases in a manner complying with applicable nonbankruptcy law. The Disclosure
Statement that accompanies the Plan contains, among other things, a discussion of the Debtors’ history, businesses, properties
and operations, projections for those operations, risk factors associated with the Debtors’ businesses and the Plan, and
a summary and analysis of the Plan and certain related matters.


 


Article
1

Definitions and Rules of Interpretation


 


Section
1.1.Definitions


 


Unless
the context requires otherwise, the following terms used in the Plan shall have the following meanings:


 


		1.	“53⁄4%
                                         Senior Notes” means those certain 53⁄4% senior notes due 2023 issued
                                         in the aggregate principal amount of $300,000,000 pursuant to the 53⁄4% Senior
                                         Notes Indenture.



 


		2.	“53⁄4%
                                         Senior Notes Guarantee Claim” means a Claim asserted against a Subsidiary Debtor
                                         by a holder of, and on account of, a 53⁄4% Senior Note.



 


		3.	“53⁄4%
                                         Senior Notes Indenture” means that certain indenture, dated as of July 18,
                                         2014, by and among Bonanza Creek, Delaware Trust Company, as trustee (as successor to
                                         Wells Fargo Bank, National Association), as the same may be amended, supplemented, revised
                                         or modified from time to time.



 


		4.	“53⁄4%
                                         Senior Notes Parent Claim” means a Claim asserted against Bonanza Creek by
                                         a holder of, and on account of, a 53⁄4% Senior Note.



 


		5.	“53⁄4% Senior Notes
                                         Trustee” means Delaware Trust Company, solely in its capacity as indenture
                                         trustee under the 53⁄4% Senior Notes Indenture.



 


		6.	“63⁄4% Senior Notes”
                                         means those certain 63⁄4% senior notes due 2021 issued in the aggregate principal
                                         amount of $500,000,000 pursuant to the 2021 Senior Notes Indenture.



 


 


 




2                                         Capitalized terms shall have the meanings ascribed to them in Section 1.1 of the
                                         Plan.


 








    


     


    

		7.	“63⁄4% Senior Notes
                                         Guarantee Claim” means a Claim asserted against a Subsidiary Debtor by a holder
                                         of, and on account of, a 63⁄4% Senior Note.



 


		8.	“63⁄4% Senior Notes
                                         Indenture” means that certain indenture, dated as of April 9, 2013, by and
                                         among Bonanza Creek, each of the guarantors party thereto, Delaware Trust Company, as
                                         trustee (as successor to Wells Fargo Bank, National Association), as the same may be
                                         amended, supplemented, revised or modified from time to time.



 


		9.	“63⁄4% Senior Notes
                                         Parent Claim” means a Claim asserted against Bonanza Creek by a holder of,
                                         and on account of, a 63⁄4% Senior Note.



 


		10.	“63⁄4%
                                         Senior Notes Trustee” means Delaware Trust Company, solely in its capacity
                                         as indenture trustee under the 63⁄4% Senior Notes Indenture.



 


		11.	“Administrative
                                         Expense Claim” means a Claim against any of the Debtors for payment of an administrative
                                         expense of a kind specified in section 503(b) of the Bankruptcy Code and entitled to
                                         priority pursuant to section 507(a)(2) of the Bankruptcy Code, including, but not limited
                                         to, Professional Fee Claims, the Backstop Fee and the Termination Fee (as defined in
                                         the Backstop Agreement).



 


		12.	“Administrative
                                         Expense Claim Bar Date” means the date that is 30 calendar days after the Effective
                                         Date.



 


		13.	“Affiliate”
                                         has the meaning set forth in section 101(2) of the Bankruptcy Code.



 


		14.	“Allowed”
                                         means, as to a Claim or an Interest, a Claim or an Interest allowed under the Plan, under
                                         the Bankruptcy Code, by a Final Order, or by agreement, as applicable. For the avoidance
                                         of doubt, (a) there is no requirement to file a Proof of Claim (or move the Bankruptcy
                                         Court for allowance) to be an Allowed Claim under the Plan, and (b) Unimpaired Claims
                                         shall be Allowed to the same extent that such Claims would be allowed under applicable
                                         nonbankruptcy law.



 


		15.	“Assumption
                                         Effective Date” means the date upon which the assumption of an executory contract
                                         or unexpired lease under the Plan is deemed effective, which in no case shall be later
                                         than the Effective Date unless otherwise agreed to by the relevant Assumption Party.



 


		16.	“Assumption
                                         Party” means a counterparty to an executory contract or unexpired lease to
                                         be assumed and/or assigned by the applicable Debtor under the Plan.



 


		17.	“Avoidance Actions”
                                         means any and all avoidance, recovery, subordination, or other claims, actions, or remedies
                                         that may be brought by or on behalf of the Debtors or their Estates or other authorized
                                         parties in interest under the Bankruptcy Code or applicable non-bankruptcy law, including
                                         actions or remedies under sections 502, 510, 542, 544, 545, and 547 through and including
                                         553 of the Bankruptcy Code



 


		18.	“Backstop
                                         Agreement” means that certain Backstop Commitment Agreement to be entered into
                                         by Bonanza Creek and the Backstop Parties.



 




    2


     


    

		19.	“Backstop
                                         Fee” means the Commitment Premium (as defined in the Backstop Agreement) to
                                         be paid to the Backstop Parties on the Effective Date in the form of New Common Stock
                                         pursuant to the Backstop Agreement.



 


		20.	“Backstop
                                         Parties” means those parties that agree to backstop the Rights Offering pursuant
                                         to the Backstop Agreement, each in its respective capacity as such.



 


		21.	“Ballot”
                                         means the voting form distributed to each holder of an Impaired Claim entitled to vote
                                         on the Plan, on which the holder is to indicate acceptance or rejection of the Plan in
                                         accordance with the Voting Instructions and make any other elections or representations
                                         required pursuant to the Plan.



 


		22.	“Bankruptcy
                                         Code” means title 11 of the United States Code, as now in effect or hereafter
                                         amended, to the extent applicable to the Chapter 11 Cases.



 


		23.	“Bankruptcy
                                         Court” means the United States Bankruptcy Court for the District of Delaware,
                                         and, with respect to withdrawal of any reference under section 157 of title 28 of the
                                         United States Code and/or order of a district court pursuant to section 157(a) of title
                                         28 of the United States Code with respect to the Chapter 11 Cases, the United States
                                         District Court for the District of Delaware.



 


		24.	“Bankruptcy
                                         Rules” means the Federal Rules of Bankruptcy Procedure, each as now in effect
                                         or as hereafter amended, to the extent applicable to the Chapter 11 Cases.



 


		25.	“Beneficial
                                         Ballots” means the ballots upon which Beneficial Holders shall indicate to
                                         Nominees their acceptance or rejection of the Plan in accordance with the Voting Instructions.



 


		26.	“Beneficial
                                         Holder” means, with respect to any security, the Entity having the Beneficial
                                         Ownership of such security.



 


		27.	“Beneficial
                                         Ownership” means, with respect to any security, “beneficial ownership”
                                         of such security as determined pursuant to Rule 13d-3 of the Exchange Act.



 


		28.	“Board”
                                         means, as of any date prior to the Effective Date, Bonanza Creek’s then-existing
                                         board of directors, including any duly formed committee thereof.



 


		29.	“Bonanza
                                         Creek” means Bonanza Creek Energy, Inc.



 


		30.	“Bonanza
                                         Creek Operating” means Bonanza Creek Energy Operating Company, LLC.



 


		31.	“Business
                                         Day” means any day other than a Saturday, a Sunday, a “legal holiday”
                                         (as defined in Bankruptcy Rule 9006(a)) or any other day on which banking institutions
                                         in New York, New York are required or authorized to close by law or executive order.



 


		32.	“Cash”
                                         means legal tender of the United States of America or equivalents thereof, including,
                                         without limitation, payment in such tender by check, wire transfer or any other customary
                                         payment method.



 




    3


     


    

		33.	“Cause of Action”
                                         means any claims, interests, damages, remedies, causes of action, demands, rights, actions,
                                         suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses,
                                         liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether
                                         known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent
                                         or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly
                                         or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law,
                                         equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim,
                                         or recoupment and claims under contracts or for breaches of duties imposed by law; (b)
                                         the right to object to or otherwise contest Claims or Interests; (c) claims pursuant
                                         to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d)
                                         such claims and defenses as fraud, mistake, duress, and usury, and any other defenses
                                         set forth in section 558 of the Bankruptcy Code.



 


		34.	“Chapter
                                         11 Cases” means the cases under chapter 11 of the Bankruptcy Code commenced
                                         by the Debtors on or after the Petition Date (and not otherwise dismissed), currently
                                         pending in the Bankruptcy Court with the case numbers as set forth in Schedule A to the
                                         Plan, that are jointly administered in the case styled In re Bonanza Creek Energy,
                                         Inc., et al., Case No. [·]-[·].



 


		35.	“Claim”
                                         means a “claim” as defined in section 101(5) of the Bankruptcy Code.



 


		36.	“Claims
                                         Objection Deadline” means 11:59 p.m. (prevailing Eastern Time) on the 365th
                                         calendar day after the Effective Date, subject to further extensions and/or exceptions
                                         as may be ordered by the Bankruptcy Court.



 


		37.	“Class”
                                         means any group of Claims or Interests classified by the Plan pursuant to section 1122(a)
                                         of the Bankruptcy Code.



 


		38.	“Collateral”
                                         means any property or interest in property of any Debtor subject to a Lien to secure
                                         the payment or performance of a Claim, which Lien is not subject to avoidance and is
                                         not otherwise invalid under the Bankruptcy Code or other applicable law.



 


		39.	“Confirmation”
                                         means confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code.



 


		40.	“Confirmation
                                         Date” means the date on which the Confirmation Order is entered by the Bankruptcy
                                         Court on its docket.



 


		41.	“Confirmation
                                         Hearing” means the hearing held by the Bankruptcy Court to consider confirmation
                                         of the Plan pursuant to sections 1128 and 1129 of the Bankruptcy Code, as such hearing
                                         may be adjourned or continued from time to time.



 


		42.	“Confirmation
                                         Order” means the order of the Bankruptcy Court entered pursuant to section
                                         1129 of the Bankruptcy Code confirming the Plan in form and substance reasonably acceptable
                                         to the Required Supporting Noteholders.



 


		43.	“Contingent”
                                         means, when used in reference to a Claim, any Claim, the liability for which attaches
                                         or is dependent upon the occurrence or happening of, or is triggered by,



 




    4


     


    

an
event that has not yet occurred as of the date on which such Claim is sought to be estimated or on which an objection to such
Claim is filed, whether or not such event is within the actual or presumed contemplation of the holder of such Claim and whether
or not a relationship between the holder of such Claim and the applicable Debtor now or hereafter exists or previously existed.


 


		44.	“Creditor”
                                         means any holder of a Claim against any of the Debtors.



 


		45.	“Cure”
                                         means a distribution made by the Reorganized Debtors following the Effective Date pursuant
                                         to an executory contract or unexpired lease assumed under section 365 or 1123 of the
                                         Bankruptcy Code (i) in an amount equal to the Proposed Cure (including if such Proposed
                                         Cure is zero dollars) or (ii) if a Treatment Objection is filed with respect to
                                         the applicable Proposed Cure, then in an amount equal to the unpaid monetary obligations
                                         owing by the applicable Debtor and required to be paid pursuant to section 365(b) of
                                         the Bankruptcy Code, as may be (x) determined by Final Order or (y) otherwise
                                         agreed upon by such Debtor and the applicable Assumption Party, which agreement shall
                                         be reasonably acceptable to the Required Supporting Noteholders.



 


		46.	“D&O
                                         Liability Insurance Policies” means all insurance policies for directors’,
                                         managers’ and officers’ liability (including employment practices liability
                                         and fiduciary liability) maintained by the Debtors prior to the Effective Date, including
                                         as such policies may extend to employees, and any such policies that are “tail”
                                         policies.



 


		47.	“Debtors”
                                         means Bonanza Creek Energy, Inc., Bonanza Creek Energy Operating Company, LLC, Bonanza
                                         Creek Energy Resources, LLC, Holmes Eastern Company, LLC, Rocky Mountain Infrastructure,
                                         LLC, Bonanza Creek Energy Upstream LLC, and Bonanza Creek Energy Midstream, LLC. To the
                                         extent that the context requires any reference to the Debtors after the Effective Date,
                                         Debtors shall mean the Reorganized Debtors.



 


		48.	“Debtors’ Case Information
                                         Website” means the website to be established by the Solicitation and Claims
                                         Agent after the Petition Date that will contain information regarding the Chapter 11
                                         Cases.



 


		49.	“Disallowed”
                                         means, when used in reference to a Claim, all or that portion, as applicable, of any
                                         Claim against any Debtor that has been disallowed under the Plan, the Bankruptcy Code,
                                         applicable law, or by a Final Order.



 


		50.	“Disbursing
                                         Agent” means Reorganized Bonanza Creek or any Person or Entity designated or
                                         retained by the Reorganized Debtors, in their sole discretion and without the need for
                                         any further order of the Bankruptcy Court, to serve as disbursing agent under the Plan.



 


		51.	“Disclosure
                                         Statement” means the disclosure statement relating to the Plan, including all
                                         exhibits, appendices and schedules thereto, as amended, supplemented or modified from
                                         time to time.



 




    5


     


    

		52.	“Disputed”
                                         means, when used in reference to a Claim, any Claim against any of the Debtors or any
                                         portion thereof that is neither an Allowed Claim nor a Disallowed Claim.



 


		53.	“Disputed Claims Reserve”
                                         means a reserve of Warrants, New Common Stock, Subscription Rights, and Cash, in the
                                         same proportions and amounts as provided for in the Plan, that may be funded on or after
                                         the Effective Date pursuant to Section 8.4(b) hereof.



 


		54.	“Distribution
                                         Date” means any of (i) the Initial Distribution Date, (ii) each Interim
                                         Distribution Date and (iii) the Final Distribution Date.



 


		55.	“Distribution
                                         Record Date” means the Confirmation Date or, with respect to securities held
                                         by DTC, the Initial Distribution Date.



 


		56.	“DTC”
                                         means The Depository Trust Company.



 


		57.	“Effective
                                         Date” means the Business Day selected by the Debtors, in consultation with
                                         the Required Supporting Noteholders, that is (i) on or after the Confirmation Date
                                         and on which date no stay of the Confirmation Order is in effect and (ii) on or
                                         after the date on which the conditions to effectiveness of the Plan specified in Section
                                         12.2 of the Plan have been either satisfied or waived as set forth herein.



 


		58.	“Emergence
                                         Grants” has the meaning assigned to it in the Management Incentive Plan.



 


		59.	“Employment
                                         Agreements” has the meaning set forth in Section 9.3(d) of the Plan.



 


		60.	“Entity”
                                         means an “entity” as defined in section 101(15) of the Bankruptcy Code.



 


		61.	“Equity
                                         Release Consent Notice” means the notice distributed to each holder of Existing
                                         Equity Interests that provides such holder the option to not be a Releasing Party under
                                         Section 11.8 of the Plan and forgo the consideration or distributions set forth in Section
                                         3.2(g) of the Plan.



 


		62.	“Estate”
                                         means, individually, the estate of each of the Debtors and collectively, the estates
                                         of all of the Debtors created under section 541 of the Bankruptcy Code.



 


		63.	“Exchange
                                         Act” means the Securities Exchange Act of 1934, as amended, and the rules and
                                         regulations thereunder.



 


		64.	“Excluded
                                         Parties” means, collectively, (a) the RBL Agent and any
                                         holder of an Allowed RBL Credit Facility Secured Claim if the holders of the Allowed
                                         RBL Credit Facility Secured Claims vote as a Class to reject the Plan and (b) any
                                         holder of Interests in or Claims against any Debtor, or any other Person, that (i) seeks
                                         any relief materially adverse to the Restructuring Transactions, (ii) is entitled to
                                         vote on the Plan and does not vote to accept the Plan, (iii) opts out of any third-party
                                         releases sought in connection with the Plan, or (iv) objects to the Plan or supports
                                         an objection to the Plan.



 




    6


     


    

		65.	“Existing
                                         Equity Interests” means all Interests in Bonanza Creek immediately prior to
                                         the commencement of Bonanza Creek’s Chapter 11 Case, including all equity, warrants,
                                         options and common shares.



 


		66.	“Exit
                                         RBL Facility” means the new or amended credit facility under the Exit RBL Facility
                                         Documents.



 


		67.	“Exit
                                         RBL Facility Documents” means all loan, security and other documents and filings,
                                         in each case related to the Exit RBL Facility subject to the terms set forth in the Plan
                                         Supplement, which terms shall be reasonably acceptable to the Required Supporting Noteholders.



 


		68.	“Final
                                         Distribution Date” means a date selected by the Reorganized Debtors in their
                                         sole discretion that is no earlier than 20 calendar days after the date on which all
                                         Disputed General Unsecured Claims and Disputed Unsecured Trade Claims have become either
                                         Allowed Claims or Disallowed Claims.



 


		69.	“Final
                                         Order” means an order or judgment of the Bankruptcy Court or any other court
                                         of competent jurisdiction that has been entered on the docket in the Chapter 11 Cases
                                         (or the docket of such other court) that is not subject to a stay and has not been modified,
                                         amended, reversed or vacated and as to which (i) the time to appeal, petition for certiorari,
                                         or move for a new trial, reargument or rehearing has expired and as to which no appeal,
                                         petition for certiorari, or other proceedings for a new trial, reargument or rehearing
                                         shall then be pending, or (ii) if an appeal, writ of certiorari, new trial, reargument
                                         or rehearing thereof has been sought, such order or judgment shall have been affirmed
                                         by the highest court to which such order was appealed, or certiorari shall have
                                         been denied, or a new trial, reargument or rehearing shall have been denied or resulted
                                         in no modification of such order, and the time to take any further appeal, petition for
                                         certiorari or move for a new trial, reargument or rehearing shall have expired.



 


		70.	“FT
                                         Agreement Claim” means, collectively, the NGL FT Agreement Claim and the Silo
                                         FT Agreement Claim.



 


		71.	“General
                                         Unsecured Claim” means Notes Claims, Rejection Claims and FT Agreement Claims.



 


		72.	“Governmental
                                         Unit” means a “governmental unit” as defined in section 101(27)
                                         of the Bankruptcy Code.



 


		73.	“Impaired”
                                         means, when used in reference to a Claim, any Claim against any of the Debtors that is
                                         impaired within the meaning of section 1124 of the Bankruptcy Code.



 


		74.	“Indemnification
                                         Obligation” means any obligation of any Debtor to indemnify directors, officers
                                         or employees of any of the Debtors who served in such capacity, with respect to or based
                                         upon any act or omission taken or omitted in any of such capacities, or for or on behalf
                                         of any Debtor, whether pursuant to agreement, the Debtors’ respective articles
                                         or certificates of incorporation, corporate charters, bylaws, operating agreements



 




    7


     


    

or
similar corporate documents or other applicable contract or law in effect as of the Effective Date.


 


		75.	“Indentures” means
                                         the 53⁄4% Senior Notes Indenture and the 63⁄4% Senior Notes Indenture.



 


		76.	“Indenture
                                         Trustees” means, collectively, the 53⁄4% Senior Notes Trustee and
                                         the 63⁄4% Senior Notes Trustee.



 


		77.	“Initial
                                         Distribution Date” means a date selected by the Reorganized Debtors that is
                                         on or as soon as reasonably practicable after the Effective Date, which shall be the
                                         date on which initial distributions under the Plan are made.



 


		78.	“Insurance
                                         Plans” means the Debtors’ insurance policies and any agreements, documents
                                         or instruments relating thereto entered into before the Petition Date.



 


		79.	“Intercompany
                                         Claim” means any Claim by a Debtor against another Debtor.



 


		80.	“Intercompany
                                         Contract” means a contract solely between two or more Debtors entered into
                                         before the Petition Date.



 


		81.	“Interest”
                                         means any equity security within the meaning of section 101(16) of the Bankruptcy Code,
                                         including, without limitation, all issued, unissued, authorized or outstanding limited
                                         liability company membership interests (including common and preferred) or other equity
                                         interests, together with any warrants, options, convertible securities, liquidating preferred
                                         securities or contractual rights to purchase or acquire any such equity interests at
                                         any time and all rights arising with respect thereto.



 


		82.	“Interim
                                         Distribution Date” means the date that is no later than 180 calendar days after
                                         the Initial Distribution Date or the most recent Interim Distribution Date thereafter,
                                         which shall be the date on which interim distributions under the Plan are made, with
                                         such periodic Interim Distribution Dates occurring until the Final Distribution Date
                                         has occurred, it being understood that the Reorganized Debtors may increase the frequency
                                         of Interim Distribution Dates in their sole discretion as circumstances warrant.



 


		83.	“Lien”
                                         means a “lien” as defined in section 101(37) of the Bankruptcy Code.



 


		84.	“Local
                                         Rules” means the Local Bankruptcy Rules of the United States Bankruptcy Court
                                         for the District of Delaware.



 


		85.	“Management
                                         Incentive Plan” means the management incentive plan that provides for the issuance
                                         of up to 10% of the New Common Stock on a fully diluted basis in the form of options
                                         and/or other equity-based compensation to management and directors of Reorganized Bonanza
                                         Creek as determined by the New Board, which shall be substantially in the form set forth
                                         in the Plan Supplement.



 




    8


     


    

		86.	“Master
                                         Ballots” means the master ballots upon which the Nominees of Beneficial Holders
                                         shall reflect the acceptances and rejections of the Plan by their respective Beneficial
                                         Holders in accordance with the Voting Instructions.



 


		87.	“New
                                         Board” means the board of directors of Reorganized Bonanza Creek on the Effective
                                         Date as specified in ‎Section 10.3 hereof.



 


		88.	“New
                                         Certificate of Incorporation” means the certificate of incorporation of Reorganized
                                         Bonanza Creek, which shall be substantially in the form set forth in the Plan Supplement.



 


		89.	“New
                                         Common Stock” means the shares of common stock, par value $.01 per share, of
                                         Reorganized Bonanza Creek to be authorized and issued hereunder or for purposes specified
                                         herein, which shall be entitled to a single vote per share on all matters on which the
                                         New Common Stock is entitled to vote.



 


		90.	“New
                                         Equity Securities” means, collectively, the New Common Stock and the Warrants.



 


		91.	“New
                                         NGL Agreement” means that certain new crude oil purchase and sale agreement
                                         by and between the Reorganized Debtors and NGL to be entered into on the Effective Date,
                                         the form of which shall be contained in the Plan Supplement.



 


		92.	“NGL”
                                         means NGL Crude Logistics, LLC.



 


		93.	“NGL
                                         FT Agreement” means that certain Agreement Regarding the Term Purchase of Crude
                                         Oil from Bonanza Creek Energy Operating Company, LLC to NGL Crude Logistics, LLC, dated
                                         October 1, 2014, by and between NGL Crude Logistics, LLC and Bonanza Creek Energy Operating
                                         Company, LLC, as may be amended, restated, supplemented or modified from time to time.



 


		94.	“NGL
                                         FT Agreement Claim” means any and all Claims of NGL Crude Logistics, LLC against
                                         Bonanza Creek Energy Operating Company, LLC, arising out of or related to the NGL FT
                                         Agreement including, for the avoidance of doubt, any Contingent and/or Unliquidated Claim.



 


		95.	“Nominee”
                                         means any broker, dealer, commercial loans institution, financial institution or other
                                         nominee (or its mailing agent) in whose name securities are registered or held of record
                                         on behalf of a Beneficial Holder.



 


		96.	“Notes”
                                         means, collectively, the 53⁄4% Senior Notes and the 63⁄4% Senior
                                         Notes.



 


		97.	“Notes
                                         Claims” means, collectively, the Notes Parent Claims and the Notes Guarantee
                                         Claims.



 


		98.	“Notes
                                         Guarantee Claims” means, collectively, the 53⁄4% Senior Notes Guarantee
                                         Claims and the 63⁄4% Senior Notes Guarantee Claims.



 




    9


     


    

		99.	“Notes
                                         Parent Claims” means, collectively, the 53⁄4% Senior Notes Parent
                                         Claims and the 63⁄4% Senior Notes Parent Claims.



 


		100.	“Notice
                                         of Intent to Assume or Reject” means a notice delivered by the Debtors or by
                                         the Reorganized Debtors pursuant to ‎Article 9 of the Plan stating an intent to assume
                                         or reject an executory contract or unexpired lease and including a proposed Assumption
                                         Effective Date or Rejection Effective Date, as applicable, and, if applicable, a Proposed
                                         Cure and/or a statement of proposed assignment.



 


		101.	“Other
                                         Priority Claim” means a Claim against any Debtor, other than an Administrative
                                         Expense Claim or a Priority Tax Claim, entitled to priority in right of payment pursuant
                                         to section 507(a) of the Bankruptcy Code.



 


		102.	“Other
                                         Secured Claim” means any Secured Claim against any Debtor or portion thereof,
                                         and for the avoidance of doubt, excluding Priority Claims and RBL Credit Facility Secured
                                         Claims.



 


		103.	“Person”
                                         means a “person” as defined in section 101(41) of the Bankruptcy Code.



 


		104.	“Petition
                                         Date” means, with respect to a Debtor, the date on which such Debtor commenced
                                         its Chapter 11 Case.



 


		105.	“Plan”
                                         means this Joint Prepackaged Plan of Reorganization under Chapter 11 of the Bankruptcy
                                         Code, including the Plan Supplement and all exhibits, supplements, appendices and schedules
                                         to any of the foregoing, as any of them may be amended or modified from time to time
                                         hereunder or in accordance with applicable law.



 


		106.	“Plan
                                         Documents” means the agreements, instruments and documents to be executed,
                                         delivered, assumed and/or performed in conjunction with the consummation of the Plan
                                         on and after the Effective Date, including, without limitation, those contained in the
                                         Plan Supplement.



 


		107.	“Plan
                                         Supplement” means, collectively, the documents, agreements, instruments, schedules
                                         and exhibits and forms thereof, each in form and substance reasonably acceptable to the
                                         Required Supporting Noteholders, to be filed as specified in ‎Section 15.4 of the
                                         Plan as the Plan Supplement, as each such document, agreement, instrument, schedule and
                                         exhibit and form thereof may be altered, restated, modified or replaced from time to
                                         time, including subsequent to the filing of any such documents. Each such document, agreement,
                                         instrument, schedule or exhibit or form thereof is referred to herein as a “Plan
                                         Supplement.” For the avoidance of doubt, Schedules 9.2(a) and 9.2(b) hereto shall
                                         not be deemed to be included in the “Plan Supplement.”3



 


		108.	“Priority
                                         Claims” means, collectively, Priority Tax Claims and Other Priority Claims.



 





 






3 The Plan Supplement
may include, among other documents, the following: (i) the organizational documents of the Reorganized Debtors; (ii) the form
or material terms of the Exit RBL Facility Documents; (iii) the form of Warrant Agreement and (iv) the identity and affiliations
of each director and officer of the Reorganized Debtors.


 




    10


     


    

		109.	“Priority
                                         Tax Claim” means a Claim (whether secured or unsecured) of a Governmental Unit
                                         against any Debtor entitled to priority pursuant to section 507(a)(8) or specified under
                                         section 502(i) of the Bankruptcy Code.



 


		110.	“Professional”
                                         means a person retained in the Chapter 11 Cases by separate Bankruptcy Court order pursuant
                                         to sections 327 and 1103 of the Bankruptcy Code or otherwise.



 


		111.	“Professional
                                         Fee Claims” means an Administrative Expense Claim of a Professional against
                                         any Debtor for compensation for services rendered or reimbursement of costs, expenses
                                         or other charges and disbursements incurred during the period from the Petition Date
                                         through and including the Confirmation Date.



 


		112.	“Proof
                                         of Claim” means a proof of claim against a Debtor filed by a holder of a Claim
                                         against any Debtor.



 


		113.	“Proposed
                                         Cure” means, for a particular executory contract or unexpired lease, the consideration
                                         that the Debtors propose, in consultation with the Required Supporting Noteholders (which
                                         may be zero or some amount greater than zero) on a Notice of Intent to Assume or
                                         Reject as full satisfaction of the Debtors’ obligations with respect to such executory
                                         contract or unexpired lease pursuant to section 365(b) of the Bankruptcy Code.



 


		114.	“Ratable
                                         Share” means, as of a date certain:



 


		(i)	For
                                         an Allowed RBL Credit Facility Secured Claim, the ratio of such Allowed RBL Credit Facility
                                         Secured Claim to the aggregate amount of all Allowed RBL Credit Facility Secured
                                         Claims as of such date.



 


		(ii)	For
                                         an Allowed General Unsecured Claim against a Debtor, the ratio of such Allowed General
                                         Unsecured Claim to the aggregate amount of all Allowed General Unsecured Claims
                                         against such Debtor as of such date.



 


		(iii)	For
                                         an Allowed Existing Equity Interest, the ratio of such Allowed Existing Equity Interest
                                         to the aggregate amount of all Allowed Existing Equity Interests as of such date.



 


		115.	“RBL
                                         Agent” means KeyBank National Association, solely in its capacity as administrative
                                         agent and issuing lender under the RBL Credit Facility.



 


		116.	“RBL
                                         Credit Agreement” means the Credit Agreement dated as of March 29, 2011, as
                                         amended, restated, supplemented or otherwise modified from time to time, among Bonanza
                                         Creek, as borrower, the RBL Agent, as administrative agent, and the RBL Lenders.



 


		117.	“RBL
                                         Transaction Documents” means the RBL Credit Agreement and the other Loan Documents
                                         (as defined in the RBL Credit Agreement).



 


		118.	“RBL
                                         Credit Facility” means the credit facility under the RBL Credit Agreement.



 




    11


     


    

		119.	“RBL
                                         Credit Facility Secured Claim” means a Claim of the RBL Agent or any RBL Lender
                                         against a Debtor arising out of or related to the RBL Credit Facility including, for
                                         the avoidance of doubt, any Contingent and/or Unliquidated Claim.



 


		120.	“RBL
                                         Lender” means any lender from time to time party to the RBL Credit Agreement,
                                         solely in its capacity as such.



 


		121.	“Reinstated”
                                         or “Reinstatement” means (i) leaving unaltered the legal, equitable
                                         and contractual rights to which a Claim or Interest entitles the holder thereof so as
                                         to leave such Claim or Interest Unimpaired in accordance with section 1124 of the Bankruptcy
                                         Code or (ii) notwithstanding and without giving effect to any contractual provision
                                         or applicable law that entitles a Creditor to demand or receive accelerated payment of
                                         a Claim after the occurrence of a default, (A) curing any such default that occurred
                                         before or after the Petition Date, other than a default of a kind specified in section
                                         365(b)(2) of the Bankruptcy Code, (B) reinstating the maturity of such Claim as
                                         such maturity existed before such default, (C) compensating the Creditor for any
                                         damages incurred as a result of any reasonable reliance by such Creditor on such contractual
                                         provision or such applicable law and (D) not otherwise altering the legal, equitable
                                         or contractual rights to which such Claim entitles the Creditor; provided, however,
                                         that any contractual right that does not pertain to the payment when due of principal
                                         and interest on the obligation on which such Claim is based, including, without limitation,
                                         financial covenant ratios, negative pledge covenants, covenants or restrictions on merger
                                         or consolidation, “going dark” provisions and affirmative covenants regarding
                                         corporate existence, prohibiting certain transactions or actions contemplated by the
                                         Plan or conditioning such transactions or actions on certain factors, shall not be required
                                         to be cured or reinstated to accomplish Reinstatement.



 


		122.	“Rejection
                                         Bar Date” means the deadline for filing Proofs of Claim arising from the rejection
                                         of an executory contract or unexpired lease pursuant to the Plan, which deadline shall
                                         be 30 calendar days after the Debtors serve notice of the entry of an order (including,
                                         without limitation, the Confirmation Order) approving the rejection of such executory
                                         contract or unexpired lease.



 


		123.	“Rejection
                                         Claim” means a Claim against any Debtor under section 502(g) of the Bankruptcy
                                         Code.



 


		124.	“Rejection
                                         Effective Date” means the date upon which the rejection of an executory contract
                                         or unexpired lease under the Plan is deemed effective.



 


		125.	“Rejection
                                         Party” means a counterparty to an executory contract or unexpired lease to
                                         be rejected by the Debtors under the Plan.



 


		126.	“Released
                                         Parties” means, in each case excluding the Excluded Parties, (i) the Debtors;
                                         (ii) the Reorganized Debtors; (iii) the RBL Agent; (iv) the RBL Lenders; (v) holders
                                         of Notes Claims; (vi) the Indenture Trustees; (vii) NGL; and (viii) as to each of
                                         the foregoing Entities in clauses (i) through (vii), each such Entity’s predecessors,
                                         successors and assigns, subsidiaries, affiliates, managed accounts or funds, and their
                                         current and



 




    12


     


    

former
officers, directors, managers, partners, principals, shareholders, members, employees, agents, advisory board members, financial
advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors, and other
Professionals (in each case as to the foregoing Entities in clauses (i) through (viii), solely in their capacity as such).


 


		127.	“Reorganized
                                         Bonanza Creek” means Bonanza Creek and any successor thereto, whether by merger,
                                         consolidation or otherwise, on and after the Effective Date.



 


		128.	“Reorganized
                                         Debtors” means the Debtors and any successors thereto, whether by merger, consolidation
                                         or otherwise, on and after the Effective Date.



 


		129.	“Reorganized
                                         Subsidiary Debtors” means the Reorganized Debtors other than Reorganized Bonanza
                                         Creek.



 


		130.	“Reorganized
                                         Subsidiary Debtors’ Operating Agreements” means the operating agreements
                                         of the Reorganized Subsidiary Debtors that are corporations.



 


		131.	“Reorganized
                                         Subsidiary Debtors’ Certificates of Formation” means the certificates
                                         of formation of the Reorganized Subsidiary Debtors or, if any Reorganized Subsidiary
                                         Debtor is merged into another Entity pursuant to, as applicable, the Restructuring Transactions,
                                         then the surviving Entity of such merger.



 


		132.	“Required
                                         Supporting Noteholders” has the meaning given to it in the Restructuring Support
                                         Agreement.



 


		133.	“Restructuring
                                         Support Agreement” means the restructuring support agreement (as amended, supplemented
                                         or otherwise modified from time to time) by and among Bonanza Creek, the Guarantors (as
                                         defined therein), NGL, and the Supporting Noteholders party thereto from time to time,
                                         dated as of December 23, 2016.



 


		134.	“Restructuring
                                         Transactions” means those transactions described in ‎Section 5.5 of the
                                         Plan.



 


		135.	“Rights
                                         Offering” means that certain rights offering pursuant to which certain holders
                                         of General Unsecured Claims are entitled to receive Subscription Rights to acquire New
                                         Common Stock in accordance with the Rights Offering Procedures.



 


		136.	“Rights Offering Equity”
                                         means the New Common Stock distributed in connection with the Rights Offering upon exercise
                                         of the Subscription Rights.



 


		137.	“Rights
                                         Offering Procedures” means the procedures for the implementation of the Rights
                                         Offering approved by the Bankruptcy Court in the form attached to the Disclosure Statement
                                         as Appendix F.



 


		138.	“Section
                                         510(b) Claim” means a Claim or Cause of Action against any of the Debtors (i) arising
                                         from rescission of a purchase or sale of shares, notes or any other securities of any
                                         of the Debtors or an Affiliate of any of the Debtors, (ii) for damages arising from
                                         the



 




    13


     


    

purchase
or sale of any such security, (iii) for violations of the securities laws, misrepresentations or any similar Claims related
to the foregoing or otherwise subject to subordination under section 510(b) of the Bankruptcy Code, (iv) for reimbursement,
contribution or indemnification allowed under section 502 of the Bankruptcy Code on account of any such Claim, including Claims
based upon allegations that the Debtors made false and misleading statements or engaged in other deceptive acts in connection
with the offer or sale of securities or (v) for attorneys’ fees, other charges or costs incurred on account of any
of the foregoing Claims or Causes of Action.


 


		139.	“Secured
                                         Claim” means a Claim: (a) secured by a Lien on Collateral to the extent
                                         of the value of such Collateral, as determined in accordance with section 506(a) of the
                                         Bankruptcy Code or (b) subject to a valid right of setoff pursuant to section 553 of
                                         the Bankruptcy Code.



 


		140.	“Securities
                                         Act” means the Securities Act of 1933, as amended.



 


		141.	“Servicer”
                                         means an indenture trustee, owner trustee, pass-through trustee, subordination agent,
                                         agent, servicer or any other authorized representative of Creditors recognized by the
                                         Debtors or the Reorganized Debtors.



 


		142.	“Settlement
                                         Consideration” means the consideration transferred to the holders of Existing
                                         Equity Interests in exchange for the release by such holders of the Released Parties,
                                         consisting of (i) 4.5% of the New Common Stock, subject to dilution by the Management
                                         Incentive Plan, Warrants and the Rights Offering Equity and (ii) the Warrants.



 


		143.	“Severance
                                         Plan” has the meaning set forth in Section 9.3(d) of the Plan.



 


		144.	“Silo
                                         FT Agreement” means that certain Agreement Regarding the Term Purchase of Crude
                                         Oil to Silo Energy, LLC, dated as of October 8, 2014, by and between Silo Energy, LLC
                                         and Bonanza Creek Energy Operating Company, LLC, as may be amended, restated, supplemented
                                         or modified from time to time.



 


		145.	“Silo
                                         FT Agreement Claim” means any and all Claims of Silo Energy, LLC against Bonanza
                                         Creek Energy Operating Company, LLC, arising out of or related to the Silo FT Agreement
                                         including, for the avoidance of doubt, any Contingent and/or Unliquidated Claim.



 


		146.	“Solicitation
                                         and Claims Agent” means the Debtors’ solicitation agent, Prime Clerk
                                         LLC, which is located at 830 3rd Avenue, 9th Floor, New York, New York 10022.



 


		147.	“Subscription
                                         Rights” means the subscription rights to acquire New Common Stock offer in
                                         accordance with the Rights Offering Procedures.



 


		148.	“Subsidiary
                                         Debtors” means, collectively, each of the Debtors except Bonanza Creek.



 


		149.	“Supporting
                                         Noteholders” has the meaning given to it in the Restructuring Support Agreement.



 




    14


     


    

		150.	“Surety
                                         Bonds” means the surety bonds provided by the Debtors to third parties, pursuant
                                         to state and federal law, to secure the Debtors’ payment or performance of certain
                                         other obligations, including obligations owed to state or federal agencies, contractual
                                         obligations and obligations required by law.



 


		151.	“Transfer”
                                         means as to any security or the right to receive a security or to participate in any
                                         offering of any security (each, a “security” for purposes of this
                                         definition), the sale, transfer, pledge, hypothecation, encumbrance, assignment, constructive
                                         sale, participation in or other disposition of such security or the Beneficial Ownership
                                         thereof, the offer to make such a sale, transfer, constructive sale or other disposition,
                                         and each option, agreement, arrangement or understanding, whether or not in writing and
                                         whether or not directly or indirectly, to effect any of the foregoing. The term “constructive
                                         sale” for purposes of this definition means a short sale with respect to such
                                         security, entering into or acquiring an offsetting derivative contract with respect to
                                         such security, entering into or acquiring a futures or forward contract to deliver such
                                         security, or entering into any transaction that has substantially the same effect as
                                         any of the foregoing.



 


		152.	“Treatment
                                         Objection” means an objection to the Debtors’ proposed assumption or
                                         rejection of an executory contract or unexpired lease pursuant to the provisions of the
                                         Plan (including an objection to the proposed Assumption Effective Date or Rejection Effective
                                         Date, the Proposed Cure and/or any proposed assignment, but not including an objection
                                         to any Rejection Claim) that is properly filed with the Bankruptcy Court and served in
                                         accordance with the Local Rules by the applicable Treatment Objection Deadline.



 


		153.	“Treatment
                                         Objection Deadline” means the deadline for filing and serving a Treatment Objection,
                                         which deadline shall be 4:00 p.m. (prevailing Eastern Time) on, (i) for an executory
                                         contract or unexpired lease listed on Schedule 9.2(a) or 9.2(b) hereof, the 14th calendar
                                         day after the relevant schedule is filed and notice thereof is mailed, (ii) for
                                         an executory contract or unexpired lease the proposed treatment of which has been altered
                                         by an amended or supplemental Schedule 9.2(a) or 9.2(b), the 14th calendar day after
                                         such amended or supplemental schedule is filed and notice thereof is mailed, (iii) for
                                         an executory contract or unexpired lease for which a Notice of Intent to Assume or Reject
                                         is filed, the 14th calendar day after such notice is filed and mailed and (iv) for
                                         any other executory contract or unexpired lease, including any to be assumed or rejected
                                         by category pursuant to ‎Section 9.1 or ‎Section 9.3 of the Plan (without being
                                         listed on Schedule ‎9.2(a) or ‎9.2(b)), the deadline for objections to Confirmation
                                         of the Plan established pursuant to applicable order of the Bankruptcy Court.



 


		154.	“Unimpaired”
                                         means any Claim or Interest that is not Impaired.



 


		155.	“United
                                         States of America” or “United States” means the United States
                                         of America and its federal agencies.



 


		156.	“Unliquidated”
                                         means, when used in reference to a Claim, any Claim, the amount of liability for which
                                         has not been fixed, whether pursuant to an agreement, applicable law or otherwise, as
                                         of the date on which such Claim is sought to be estimated.



 




    15


     


    

		157.	“Unsecured
                                         Trade Claim” means any prepetition unsecured Claim against any of the Debtors
                                         that is not an Administrative Expense Claim, Priority Tax Claim, Other Priority Claim,
                                         Other Secured Claim, RBL Credit Facility Secured Claim, Notes Claim, Rejection Claim,
                                         FT Agreement Claim, Intercompany Claim or Section 510(b) Claim including, without limitation,
                                         any unsecured Claim under section 506(a)(1) of the Bankruptcy Code.



 


		158.	“Voting
                                         Deadline” means 6:00 p.m. (prevailing Eastern Time) on January 23, 2017.



 


		159.	“Voting
                                         Instructions” means the instructions for voting on the Plan contained in Article
                                         V of the Disclosure Statement and the Ballots, the Master Ballots and the Beneficial
                                         Ballots.



 


		160.	“Voting
                                         Record Date” means the record date for voting on the Plan, which shall be December
                                         20, 2016.



 


		161.	“Warrant”
                                         means the three (3) year warrants issued in accordance with this Plan, entitling their
                                         holders upon exercise thereof, on a pro rata basis, up to 7.5% of the total outstanding
                                         New Common Stock at a per share price based upon a total equity value of $1,450,000,000 of
                                         Reorganized Bonanza Creek and as more fully set forth in the Warrant Agreement.



 


		162.	“Warrant
                                         Agreement” means the documents governing the Warrants, the form of which shall
                                         be contained in the Plan Supplement.



 


		163.	“Workers’
                                         Compensation Plan” means each of the Debtors’ written contracts, agreements,
                                         agreements of indemnity and qualified self-insurance for workers’ compensation,
                                         policies, programs and plans for workers’ compensation entered into prior to the
                                         Petition Date.



 


Section
1.2.Rules of Interpretation


 


Unless
otherwise specified, all article, section, exhibit, schedule or Plan Supplement references in the Plan are to the respective article
in, section in, exhibit to, schedule to or Plan Supplement to the Plan, as the same may be amended, waived or modified from time
to time in accordance with the terms hereof or thereof. The words “herein,” “hereof,” “hereto,”
“hereunder” and other words of similar import refer to the Plan as a whole and not to any particular article, section,
subsection or clause contained herein. Whenever from the context it is appropriate, each term, whether stated in the singular
or the plural, shall include both the singular and the plural and any pronoun stated in the masculine, feminine or neuter gender
shall include the masculine, feminine and neuter gender. Captions and headings in the Plan are inserted for convenience of reference
only and are not intended to be a part of or to affect the interpretation hereof. Whenever the words “include,” “includes”
or “including” are used in the Plan, they shall be deemed to be followed by the words “without limitation,”
whether or not they are in fact followed by those words or words of like import. References from or through any date mean, unless
otherwise specified, from and including or through and including, respectively. Any references herein to a contract, instrument,
release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that
such document will be substantially in such form or substantially on such terms and conditions.


 




    16


     


    

As
to any reference in the Plan to a consent, approval or acceptance by any party, or to an issue, agreement, order or other document
(or the terms thereof) that shall be reasonably acceptable to any such party, such consent, approval or acceptance shall not be
unreasonably conditioned, delayed or withheld.


 


Section
1.3.Computation of Time


 


In
computing any period of time prescribed or allowed by the Plan, unless otherwise expressly provided, the provisions of Bankruptcy
Rule 9006(a) shall apply. If any payment, distribution, act or deadline under the Plan is required to be made or performed or
occurs on a day that is not a Business Day, then the making of such payment or distribution, the performance of such act or the
occurrence of such deadline shall be deemed to be on the next succeeding Business Day, but shall be deemed to have been completed
or to have occurred as of the required date.


 


Section
1.4.References to Monetary Figures


 


All
references in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly
provided.


 


Section
1.5.Exhibits; Schedules; Plan Supplement


 


All
exhibits and schedules to the Plan, including the Plan Supplement, are incorporated into and are a part of the Plan as if set
forth in full herein.


 


Section
1.6.Consent Rights of Required Supporting Noteholders


 


Notwithstanding
anything in the Plan to the contrary, any and all consent rights of the Required Supporting Noteholders set forth in the Restructuring
Support Agreement with respect to the form and substance of this Plan, the Plan Supplement, the other Plan Documents, and any
other Definitive Documentation (as defined in the Restructuring Support Agreement), including any amendments, restatements, supplements,
or other modifications to such documents, and any consents, waivers, or other deviations under or from any such documents, shall
be incorporated herein by this reference (including to the applicable definitions in section 1.1 hereof) and fully enforceable
as if stated in full herein until such time as the Restructuring Support Agreement is terminated in accordance with its terms.


 


Article
2

Treatment of Administrative Expense Claims and Priority Tax Claims


 


Section
2.1.Treatment of Administrative Expense Claims


 


(a)       Administrative
Expense Claims


 


Except
to the extent that the applicable holder of an Allowed Administrative Expense Claim agrees to less favorable treatment with the
Debtors or Reorganized Debtors, each holder of an Allowed Administrative Expense Claim shall receive, on account of such Allowed
Administrative Expense Claim, (i) payment in full in Cash (1) on or as soon as reasonably


 




    17


     


    

practicable
after the Effective Date (for Claims Allowed as of the Effective Date), (2) on or as soon as practicable after the date such
Claim is Allowed (or upon such other terms as may be agreed upon by such holder and the applicable Debtor or Reorganized Debtor)
or (3) as otherwise ordered by the Bankruptcy Court or (ii) such other treatment as agreed by such holder of an Allowed Administrative
Expense Claim and the Debtors or Reorganized Debtors.


 


Notwithstanding
the foregoing, Allowed Administrative Expense Claims regarding assumed agreements, obligations incurred by the Debtors in the
ordinary course of business during the Chapter 11 Cases and non-ordinary course obligations approved by the Bankruptcy Court shall
be paid in full and performed by the Reorganized Debtors in the ordinary course of business (or as otherwise approved by the Bankruptcy
Court) in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing or other
documents relating to such Claims.


 


(b)       Professional
Fee Claims


 


Except
to the extent that the applicable holder of an Allowed Professional Fee Claim agrees to less favorable treatment with the Reorganized
Debtors, each holder of a Professional Fee Claim shall be paid in full in Cash pursuant to ‎Section
7.1 hereof.


 


Section
2.2.Treatment of Priority Tax Claims


 


Except
to the extent that the applicable holder of an Allowed Priority Tax Claim has been paid by the Debtors before the Effective Date,
or the applicable Reorganized Debtor and such holder agree to less favorable treatment with the Reorganized Debtors, each holder
of an Allowed Priority Tax Claim shall receive, on account of such Allowed Priority Tax Claim, at the option of the Debtors or
Reorganized Debtors, (i) payment in full in Cash made on or as soon as reasonably practicable after the later of the Effective
Date and the first Distribution Date occurring at least 20 calendar days after the date such Claim is Allowed, (ii) regular
installment payments in accordance with section 1129(a)(9)(C) of the Bankruptcy Code or (iii) such other amounts and in such
other manner as may be determined by the Bankruptcy Court to provide the holder of such Allowed Priority Tax Claim deferred Cash
payments having a value, as of the Effective Date, equal to such Allowed Priority Tax Claim.


 


The
Reorganized Debtors shall have the right, in their sole discretion, to pay any Allowed Priority Tax Claim or any remaining balance
of an Allowed Priority Tax Claim (together with accrued but unpaid interest) in full at any time on or after the Effective Date
without premium or penalty.


 


Article
3

Classification and Treatment of Other Claims and Interests


 


Pursuant
to sections 1122 and 1123 of the Bankruptcy Code, Claims and Interests are classified for all purposes, including, without express
or implied limitation, voting, confirmation and distribution pursuant to the Plan, as set forth herein. A Claim or Interest shall
be deemed classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that
Class, and shall be deemed classified in a different Class to the extent that any


 




    18


     


    

remainder
of such Claim or Interest qualifies within the description of such different Class. A Claim or Interest is in a particular Class
only to the extent that such Claim or Interest is Allowed in that Class and has not been paid or otherwise satisfied prior to
the Effective Date. Any Claim or Interest that has been paid or satisfied, or any Claim or Interest that has been amended or superseded,
may be adjusted or expunged on the official claims register without a claims objection having to be filed and without any further
notice to or action, order or approval of the Bankruptcy Court.


 


Except
as otherwise specifically provided for in the Plan, the Confirmation Order or other order of the Bankruptcy Court, or required
by applicable non-bankruptcy law, in no event shall any holder of an Allowed Claim be entitled to receive payments that in the
aggregate exceed the Allowed amount of such holder’s Claim. For the purpose of classification and treatment under the Plan,
any Claim in respect of which multiple Debtors are jointly liable shall be treated as a separate Claim against each of the jointly
liable Debtors.


 


Section
3.1.Classes and Treatment of Claims Against and Interests in the Debtors


 


The
Plan constitutes a separate chapter 11 plan of reorganization for each Debtor. The Plan does not contemplate and is conditioned
on there being no substantive consolidation of any of the Debtors. For brevity and convenience, the classification and treatment
of Claims and Interests have been arranged into one chart. Such classification shall not affect any Debtor’s status as a
separate legal entity, change the organizational structure of the Debtors’ business enterprise, constitute a change of control
of any Debtor for any purpose, cause a merger or consolidation of any legal entities, or cause the transfer of any assets; and,
except as otherwise provided by or permitted under this Plan, all Debtors shall continue to exist as separate legal entities.


 


The
following table designates the classes of Claims against and Interests in the Debtors and specifies which of those classes are
(i) impaired or unimpaired by the Plan and (ii) entitled to vote to accept or reject the Plan in accordance with section
1126 of the Bankruptcy Code or deemed to accept or reject the Plan.4


 


	Class	Designation	Plan
    Treatment of Allowed Claims and Interests	Status	Voting
    Rights
	1A-7A	Other Priority Claims	Each holder of an
    Allowed Other Priority Claim shall be entitled to payment in full in Cash.	Unimpaired	Deemed

    to Accept
	1B-7B	Other Secured Claims	Each
    holder of an Allowed Other Secured Claim shall be entitled to payment in full in Cash; Reinstatement of the legal, equitable
    and contractual rights of the holder of such Claim; a distribution of the proceeds of the 	Unimpaired	Deemed

    to Accept



 


 


 









4 The information in the
table is provided in summary form, and is qualified in its entirety by Section 3.2 below. 






    19


     


    

	Class	Designation	Plan
    Treatment of Allowed Claims and Interests	Status	Voting
    Rights
	 	 	sale or disposition of the Collateral
    securing such Claim, in each case, solely to the extent of the value of the holder’s secured interest in such Collateral;
    return of Collateral securing such Claim; or other treatment that will render the Claim Unimpaired.	 	 
	1C-7C	RBL Credit Facility
    Secured Claims	Each
    holder of an Allowed RBL Credit Facility Secured Claim shall be entitled to receive, in full and final satisfaction of its
    Allowed RBL Credit Facility Secured Claim, either (i) the treatment such holder is legally entitled to under section 1129(b)(2)(A)
    of the Bankruptcy Code or (ii) at the election of the Debtors, with the consent of the Required Supporting Noteholders, either
    (a) payment in full in Cash of such Claim or (b) such holder’s Ratable Share of participation in the Exit RBL Facility.	Impaired	Entitled to Vote
	1D	General Unsecured
    Claims against Bonanza Creek	On
    the Effective Date, in full satisfaction of each Allowed General Unsecured Claim against Bonanza Creek, each holder thereof
    shall be entitled to receive its Ratable Share of:      (a) 29.4% of the New Common     Stock
    subject to dilution by the Management Incentive Plan, Warrants, and the Rights Offering Equity and (b) 37.8% of the
    Subscription     Rights.	Impaired	Entitled to Vote
	2D	General Unsecured
    Claims against Bonanza Creek Operating	On
    the Effective Date, in full satisfaction of each Allowed General Unsecured Claim against Bonanza Creek Operating, each holder
    thereof shall be entitled to receive its Ratable Share of 17.6% of the New Common Stock subject to dilution by the Management
    Incentive Plan, Warrants, and the Rights Offering Equity.	Impaired	Entitled to Vote
	3D-7D	General Unsecured
    Claims against Debtors other than Bonanza 	On
    the Effective Date, in full satisfaction of each Allowed General Unsecured Claim against Debtors other than Bonanza Creek
    and Bonanza Creek Operating, each holder thereof shall be entitled to receive its Ratable Share of:       (a) 48.5%
    of the New Common Stock subject to dilution by the Management 	Impaired	Entitled to Vote



 


 






    20


     


    

	Class	Designation	Plan
    Treatment of Allowed Claims and Interests	Status	Voting
    Rights
	 	Creek and Bonanza Creek Operating	Incentive Plan, Warrants, and the Rights Offering Equity and
    (b) 62.2% of the Subscription Rights.	 	 
	1E-7E	Unsecured Trade Claims	Each
    holder of an Allowed Unsecured Trade Claim shall be entitled to payment in full in Cash or other treatment that will render
    the Claim Unimpaired.	Unimpaired	Deemed to Accept
	1F-7F	Section 510(b) Claims	No distribution.	Impaired	Deemed to Reject
	1G	Existing Equity Interests	No distribution.	Impaired	Deemed to Reject
	2G-7G	Interests in Subsidiary
    Debtors	Reinstated or canceled.	Unimpaired	Deemed to Accept


 


Section
3.2.Treatment of Claims Against and Interests in the Debtors


 


(a)       Other
Priority Claims (Class 1A-7A)


 


Except
to the extent that the applicable Creditor agrees to less favorable treatment (or as provided in ‎Section
6.2 hereof) with the applicable Debtor or Reorganized Debtor, each holder of an Allowed Other Priority Claim against any of the
Debtors shall receive, in full satisfaction, settlement, release and discharge of and in exchange for such Claim, Cash in an amount
equal to the Allowed amount of such Claim on or as soon as reasonably practicable after the latest of (i) the Effective Date,
(ii) 20 calendar days after the date such Claim becomes Allowed and (iii) the date for payment provided by any applicable
agreement between the Reorganized Debtors and the holder of such Claim.


 


(b)       Other
Secured Claims (Class 1B-7B)


 


Except
to the extent that the applicable Creditor agrees to less favorable treatment with the applicable Debtors or Reorganized Debtors,
each holder of an Allowed Other Secured Claim shall receive, as determined by Debtors or Reorganized Debtors, and in full satisfaction,
settlement, release and discharge of and in exchange for such Allowed Other Secured Claim, one of the following treatments: (i)
payment in Cash in the amount of such Allowed Other Secured Claim, (ii) Reinstatement of the legal, equitable and contractual
rights of the holder relating to such Allowed Other Secured Claim, (iii) a distribution of the proceeds of the sale or disposition
of the Collateral securing such Allowed Other Secured Claim solely to the extent of the value of the holder’s secured interest
in such Collateral, (iv) a distribution of the Collateral securing such


 




    21


     


    

Allowed
Other Secured Claim without representation or warranty by or recourse against the Debtors or Reorganized Debtors or (v) such
other treatment as necessary to satisfy the requirements of section 1124 of the Bankruptcy Code. If an Other Secured Claim is
satisfied under clause ‎(i), ‎(iii),
‎(iv) or ‎(v),
the Liens securing such Other Secured Claim shall be deemed released without further action by any party. Each holder of an Allowed
Other Secured Claim shall take all actions to effectuate and confirm such termination, release and discharge as reasonably requested
by the Debtors or the Reorganized Debtors.


 


Any
distributions made pursuant to this ‎Section 3.2(b) shall
be made on or as soon as reasonably practicable after the latest of (i) the Effective Date, (ii) 20 calendar days after
the date such Claim becomes Allowed and (iii) the date for payment provided by any agreement between the applicable Debtor
and the holder of such Claim.


 


(c)       RBL
Credit Facility Secured Claims (Class 1C-7C)


 


Each
holder of an Allowed RBL Credit Facility Secured Claim shall be entitled to receive, in full and final satisfaction of its Allowed
RBL Credit Facility Secured Claim, either (i) the treatment such holder is legally entitled to under section 1129(b)(2)(A) of
the Bankruptcy Code or (ii) at the election of the Debtors, with the consent of the Required Supporting Noteholders, either (a)
payment in full in Cash of such Claim or (b) such holder’s Ratable Share of participation in the Exit RBL Facility.


 


(d)       General
Unsecured Claims (Class 1D-7D)


 


(i)       On
the Effective Date, in full satisfaction of each Allowed General Unsecured Claim against Bonanza Creek, each Holder thereof shall
receive its Ratable Share of: (a) 29.4% of the New Common Stock subject to dilution by the Management Incentive Plan, Warrants,
and the Rights Offering Equity and (b) 37.8% of the Subscription Rights.


 


(ii)       On
the Effective Date, in full satisfaction of each Allowed General Unsecured Claim against Bonanza Creek Operating, each Holder
thereof shall receive its Ratable Share of 17.6% of the New Common Stock subject to dilution by the Management Incentive Plan,
Warrants, and the Rights Offering Equity.


 


(iii)       On
the Effective Date, in full satisfaction of each Allowed General Unsecured Claim against Debtors other than Bonanza Creek and
Bonanza Creek Operating, each Holder thereof shall receive its Ratable Share of (a) 48.5% of the New Common Stock subject to dilution
by the Management Incentive Plan, Warrants, and the Rights Offering Equity and (b) 62.2% the Subscription Rights.


 


(iv)       Except
to the extent that the applicable Creditor agrees to less favorable treatment (or as provided in Section 6.2 hereof), each holder
of a General Unsecured Claim that is Disputed as of the Effective Date and becomes an Allowed General Unsecured Claim after the
Effective Date, shall receive, on or as soon as reasonably practicable after the Distribution Date that is at least 20 calendar
days after such General Unsecured Claim becomes an Allowed General Unsecured Claim, its Ratable Share of the consideration described
above.


 




    22


     


    

(v)       The
Note Claims shall be allowed in the aggregate principal amount of $800 million, plus all accrued and unpaid prepetition interest
(equal to $14.88 million as of December 31, 2016), prepayment premiums (equal to $51.19 million as of December 31, 2016), allowable
postpetition interest, and any other amounts or expenses payable under the Restructuring Support Agreement or Indentures and not
otherwise accounted for.


 


(e)       Unsecured
Trade Claims (Class 1E-7E)


 


Each
holder of an Allowed Unsecured Trade Claim as of the Effective Date shall be entitled to payment in full in Cash; or other treatment
that will render the Claim Unimpaired. The legal, equitable, and contractual rights of the holders of Unsecured Trade Claims are
unaltered by this Plan.


 


(f)       Section
510(b) Claims (Class 1F-7F)


 


The
holders of Section 510(b) Claims shall neither receive any distributions nor retain any property on account thereof pursuant to
the Plan. All Section 510(b) Claims shall be canceled and extinguished.


 


(g)       Existing
Equity Interests (Class 1G)


 


The
holders of Existing Equity Interests shall neither receive any distributions nor retain any property on account thereof pursuant
to the Plan. All Existing Equity Interests shall be canceled and extinguished.


 


Notwithstanding
the foregoing, on or as soon as reasonably practicable after the Effective Date, holders of Existing Equity Interests shall receive,
in exchange for the releases by such holders of the Released Parties, their Ratable Share of the Settlement Consideration; provided,
however, that any holder of an Existing Equity Interest that opts not to grant the voluntary releases contained in section
11.8 of the Plan shall not be entitled to receive its Ratable Share of the Settlement Consideration.


 


(h)       Interests
in Subsidiary Debtors (Class 2G-7G)


 


The
Interests in the Subsidiary Debtors shall be, in the discretion of the Reorganized Debtors Reinstated or canceled on the Effective
Date or as soon thereafter as reasonably practicable.


 


Section
3.3.Treatment of Intercompany Claims


 


In
accordance with and giving effect to the provisions of section 1124(1) of the Bankruptcy Code, Intercompany Claims are Unimpaired
by the Plan. The Debtors, however, retain the right to eliminate or adjust any Intercompany Claims as of the Effective Date by
offset, cancellation, contribution or otherwise. The Intercompany Claims do not constitute General Unsecured Claims or Unsecured
Trade Claims under the Plan will not receive any distributions of Cash, New Common Stock and/or other equity securities of the
Reorganized Debtors under the Plan.


 




    23


     


    

Article
4

Acceptance or Rejection of the Plan


 


Section
4.1.Voting of Claims


 


Each
holder of a Claim in an Impaired Class that is entitled to vote on the Plan as of the Voting Record Date pursuant to ‎Article
3 of the Plan shall be entitled to vote to accept or reject the Plan.


 


Section
4.2.Presumed Acceptance of Plan


 


Other
Priority Claims (Class 1A-7A), Other Secured Claims (Class 1B-7B), Unsecured Trade Claims (Class 1E-7E) and Interests in Subsidiary
Debtors (Class 2G-7G) are Unimpaired by the Plan. Pursuant to section 1126(f) of the Bankruptcy Code, the holders of Claims in
such Classes are conclusively presumed to have accepted the Plan, and the votes of such holders will not be solicited.


 


Section
4.3.Deemed Rejection of Plan


 


Section
510(b) Claims (Class 1F-7F) and Existing Equity Interests (Class 1G) shall not receive any distribution under the Plan on
account of such Claims or Interests. Pursuant to section 1126(g) of the Bankruptcy Code, the holders of Claims and Interests in
such Classes are deemed to have rejected the Plan, and the votes of such holders will not be solicited.


 


Section
4.4.Acceptance by Impaired Classes


 


Pursuant
to section 1126(c) of the Bankruptcy Code, and except as otherwise provided in section 1126(e) of the Bankruptcy Code, an Impaired
Class of Claims shall have accepted the Plan if the holders of at least two-thirds in dollar amount and more than one-half in
number of the Claims of such Class entitled to vote that actually vote on the Plan have voted to accept the Plan. RBL Credit Facility
Secured Claims and General Unsecured Claims (Classes 1C-7C and 1D-7D) are Impaired, and the votes of holders of Claims in such
Classes will be solicited. If holders of Claims in a particular Impaired Class of Claims were given the opportunity to vote to
accept or reject the Plan, but no holders of Claims in such Impaired Class of Claims voted to accept or reject the Plan, then
such Class of Claims shall be deemed to have accepted the Plan.


 


Section
4.5.Elimination of Vacant Classes


 


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 Bankruptcy Court solely for voting purposes as of the date of the Confirmation Hearing shall be deemed eliminated
from the Plan solely for purposes of (i) voting to accept or reject the Plan and (ii) determining acceptance or rejection
of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.


 


Section
4.6.Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code


 


The
Plan shall be deemed a separate chapter 11 plan for each Debtor. Those Debtors whose plans contain a rejecting Class of Claims,
if any, shall seek Confirmation of such plan


 




    24


     


    

pursuant
to section 1129(b) of the Bankruptcy Code with respect to any such rejecting Class or Classes. Subject to ‎Article
13 of the Plan, the Debtors reserve the right to amend the Plan (with the consent of the Required Supporting Noteholders) to the
extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification.


 


Section
4.7.Modification and Severability as to Debtors; Reservation of Rights


 


Subject
to ‎Article 13 of the Plan, the Debtors reserve the right
to modify, with the consent of the Required Supporting Noteholders, or withdraw the Plan in its entirety or in part, for any reason,
including, without limitation, if the Plan as it applies to any particular Debtor is not confirmed. In addition, and also subject
to ‎Article 13 of the Plan, should the Plan fail to be accepted
by the requisite number and amount of Claims and Interests voting, as required to satisfy section 1129 of the Bankruptcy Code,
and notwithstanding any other provision of the Plan to the contrary, the Debtors reserve the right to reclassify Claims or Interests
or otherwise amend or modify, with the consent of the Required Supporting Noteholders, or withdraw the Plan in its entirety, in
part or as to a particular Debtor. Without limiting the foregoing, if the Debtors withdraw the Plan as to any particular Debtor
because the Plan as to such Debtor fails to be accepted by the requisite number and amount of Claims voting or due to the Bankruptcy
Court, for any reason, denying Confirmation as to such Debtor, then at the option of such Debtor with the consent of the Required
Supporting Noteholders, (i) the Chapter 11 Case for such Debtor may be dismissed or (ii) such Debtor’s assets
may be sold to another Debtor, such sale to be effective at or before the Effective Date of the Plan of the Debtor transferee,
and the sale price shall be paid to the seller in Cash and shall be in an amount equal to the fair value of such assets as proposed
by the Debtors and approved by the Bankruptcy Court.


 


Article
5

Implementation of the Plan


 


Section
5.1.Continued Organizational Existence


 


Except
as otherwise provided in the Plan and subject to the Restructuring Transactions, each Debtor shall, as a Reorganized Debtor, continue
to exist after the Effective Date as a separate legal Entity, each with all the powers of a limited liability company or a corporation,
as applicable, under the laws of its respective jurisdiction of organization and without prejudice to any right to alter or terminate
such existence (whether by merger or otherwise) under applicable state law.


 


Section
5.2.Section 1145 Exemption


 


To
the maximum extent provided by section 1145 of the Bankruptcy Code and applicable non-bankruptcy law, the offering, issuance and
distribution of the New Equity Securities (including the issuance of New Common Stock upon the exercise of Warrants and the issuance
of New Common Stock in connection with the Rights Offering and payment of the Backstop Fee) shall be exempt from, among other
things, the registration and prospectus delivery requirements of Section 5 of the Securities Act and any other applicable state
and federal law requiring registration and/or delivery of a prospectus prior to the offering, issuance, distribution or sale of
securities, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code


 




    25


     


    

relating
to the definition of an underwriter in section 2(a)(11) of the Securities Act.  In addition, any securities contemplated
by the Plan and any and all agreements incorporated herein, including the New Equity Securities, shall be subject to compliance
with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer
of such New Equity Securities and applicable regulatory approval, if any.  The New Equity Securities will be distributed
pursuant to the Plan.


 


Section
5.3.Authorization of New Equity Securities


 


On
the Effective Date, the New Certificate of Incorporation shall have provided for sufficient shares of authorized New Common Stock
to effectuate the issuances of New Equity Securities contemplated by the Plan, including upon exercise of the Warrants and in
connection with the implementation of the Management Incentive Plan, and Reorganized Bonanza Creek shall issue or reserve for
issuance a sufficient number of shares of New Common Stock to effectuate such issuances. The shares of New Common Stock issued
in connection with the Plan and the Management Incentive Plan, including upon exercise of the Warrants, shall be authorized without
the need for further corporate action or without any further action by any Person or Entity, and once issued, shall be duly authorized
and validly issued, fully paid and non-assessable.


 


Any
share of New Common Stock issued to a Creditor of any Subsidiary Debtor shall be treated as (i) a contribution of cash by Reorganized
Bonanza Creek to the applicable Debtor in the amount equal to the fair market value of such New Common Stock, followed by (ii)
the issuance of New Common Stock by Reorganized Bonanza Creek to the applicable Debtor in return for such cash, followed by (iii)
the transfer of the New Common Stock by the applicable Debtor to the applicable Creditor.


 


Section
5.4.Cancellation of Existing Securities and Related Agreements, the Indentures and the RBL Credit Agreement


 


On
the Effective Date, except as otherwise specifically provided for in this Plan, all rights of any holder of Claims against, or
Interests in, the Debtors, including options or warrants to purchase Interests, obligating the Debtors to issue, transfer or sell
Interests of the Debtors, shall be canceled. Upon receipt of a distribution on account of its Notes Claim, each record holder
of Notes shall be deemed to have surrendered its Notes or other documentation underlying each Notes Claim, and all such surrendered
Notes and other documentation shall be deemed to be canceled as to the Debtors pursuant to this Section, except to the extent
otherwise provided herein.


 


(a)       Each
Indenture shall terminate as of the Effective Date, except as necessary to (i) enforce the rights, Claims and interests of
the applicable Indenture Trustee vis-à-vis any parties other than the Debtors (ii) allow each Indenture Trustee to receive
distributions under the Plan and to distribute them to the holders of the Notes in accordance with the terms of the Indentures,
(iii) permit the Indenture Trustee to appear before the Bankruptcy Court or any other court of competent jurisdiction after the
Effective Date, and (iv) permit the Indenture Trustee to perform any functions that are necessary to effectuate the foregoing.


 




    26


     


    

(b)       Except
as otherwise set forth herein, the RBL Transaction Documents shall terminate as of the Effective Date, except as necessary to
(i) enforce the rights, Claims of the RBL Agent vis-a-vis the RBL Lenders and any parties other than the Debtors, (ii) to
allow the RBL Agent to receive distributions under the Plan and to distribute them to the RBL Lenders in accordance with the terms
of the RBL Transaction Documents and (iii) preserve any rights of the RBL Agent and any predecessor thereof as against any money
or property distributable to holders of RBL Credit Facility Secured Claims.


 


Section
5.5.Financing and Restructuring Transactions


 


		(a)	Exit
                                         RBL Facility



 


On
the Effective Date, if the Debtors elect, with the consent of the Required Supporting Noteholders, to satisfy each holder of an
Allowed RBL Credit Facility Secured Claim with such holder’s Ratable Share of participation in the Exit RBL Facility, Reorganized
Bonanza Creek shall enter into the Exit RBL Facility, and grant the Liens and security interests provided for in the Exit RBL
Facility Documents. The Reorganized Debtors that are the guarantors under the Exit RBL Facility shall issue the guarantees and
grant the Liens and security interests as provided therein. The Exit RBL Facility shall be on terms and conditions substantially
as set forth in the Plan Supplement and otherwise reasonably acceptable to the Required Supporting Noteholders.


 


(b)       Rights
Offering


 


(i)       Terms.
Following approval by the Bankruptcy Court of the Rights Offering Procedures, the Debtors will commence the Rights Offering in
accordance therewith. On the Effective Date, the Debtors shall consummate the Rights Offering. The Rights Offering will be fully
backstopped by the Backstop Parties in accordance with and subject to the terms and conditions of the Backstop Agreement.


 


(ii)       Purpose.
On the Effective Date, the proceeds of the sale of the New Common Stock pursuant to the Rights Offering shall be used: (i) to
provide the Reorganized Debtors with additional liquidity for working capital and general corporate purposes; and (ii) to
fund distributions under the Plan.


 


(iii)       Backstop
Commitment. In accordance with the Backstop Agreement and subject to the terms and conditions thereof, each of the Backstop Parties
has agreed, severally but not jointly, to purchase, on or prior to the Effective Date, its respective Backstop Commitment Percentage
(as defined in the Backstop Agreement) of the Unsubscribed Shares (as defined in the Backstop Agreement).


 


(iv)       Backstop
Fee. In exchange for providing the backstop commitment for the Rights Offering, on the Effective Date, the Backstop Parties will
receive payment of the Backstop Fee.


 


(c)       New
NGL Agreement


 




    27


     


    

On
the Effective Date, the Reorganized Debtors and NGL shall enter into the New NGL Agreement.


 


(d)       Management
Incentive Plan


 


On
the Effective Date, the New Board shall adopt the Management Incentive Plan.


 


(e)       Restructuring
Transactions


 


On
the Effective Date, contemporaneously with the cancellation and discharge of all Claims pursuant to the Plan and the issuance
of the New Common Stock, the Reorganized Debtors may effect corporate restructurings of their respective businesses, including
actions to simplify, reorganize and rationalize the overall reorganized organizational structure of the Reorganized Debtors (together,
the “Restructuring Transactions”). The Restructuring Transactions may include (i) dissolving companies
or creating new companies, (ii) merging, dissolving, transferring assets or otherwise consolidating any of the Debtors in
furtherance of the Plan, or engaging in any other transaction in furtherance of the Plan, (iii) executing and delivering appropriate
agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, liquidation,
domestication, continuation or reorganization containing terms that are consistent with the terms of the Plan and that satisfy
the requirements of applicable law; (iv) executing and delivering appropriate instruments of transfer, assignment, assumption
or delegation of any property, right, liability, debt or obligation on terms consistent with the terms of the Plan; (v) filing
appropriate certificates or articles of merger, consolidation or dissolution or other filings or recordings pursuant to applicable
state law; and (vi) taking any other action in connection with such organizational restructurings. In each case in which
the surviving, resulting or acquiring Entity in any of these transactions is a successor to a Reorganized Debtor, such surviving,
resulting or acquiring Entity will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan, and paying
or otherwise satisfying the applicable Allowed Claims. Implementation of any Restructuring Transactions shall not affect any performance
obligations, distributions, discharges, exculpations, releases or injunctions set forth in the Plan.


 


Article
6

Provisions Governing Distributions


 


Section
6.1.Disbursing Agent


 


The
Debtors or Reorganized Debtors may retain a Disbursing Agent to assist with the distributions to be made under the Plan as directed
by the Debtors or Reorganized Debtors. The Disbursing Agent shall make all distributions required under this Plan, except as to
a Creditor whose distribution is to be administered by a Servicer, which distributions shall be deposited with the appropriate
Servicer for distribution to Creditors in accordance with the provisions of this Plan and the terms of the governing agreement.
Distributions on account of such Claims shall be deemed completed upon delivery to the appropriate Servicer; provided,
however, that if any Servicer is unable to make or consents to the Disbursing Agent making such distributions, the Disbursing
Agent, with such Servicer’s cooperation, shall make such distributions to the


 




    28


     


    

extent
reasonably practicable to do so. Each Indenture Trustee will be considered a Servicer for the applicable Notes Claims.


 


Notwithstanding
anything to the contrary herein, all distributions of New Equity Securities related to or on account of the Notes shall be accomplished
in accordance with the customary practices of the transfer agent for the New Equity Securities and in accordance with any applicable
procedures of DTC. Each Indenture Trustee shall cooperate in the administration of distributions in accordance with the Plan and
the applicable Indenture. No Indenture Trustee shall be required to give any bond, surety or other security for the performance
of its duties with respect to the administration and implementation of distributions.


 


Except
as otherwise set forth herein, the Reorganized Debtors shall be authorized, without further Bankruptcy Court approval, but not
directed to, reimburse any Servicer for its reasonable, documented, actual and customary out-of-pocket expenses incurred in providing
postpetition services directly related to distributions pursuant to the Plan.


 


Section
6.2.Timing and Delivery of Distributions


 


(a)       Timing


 


Subject
to any reserves or holdbacks established pursuant to the Plan, and taking into account the matters discussed in ‎Section
6.3 of the Plan, on the appropriate Distribution Date or as soon as practicable thereafter, holders of Allowed Claims against
all Debtors shall receive the distributions provided for Allowed Claims in the applicable Classes as of such date.


 


If
and to the extent there are Disputed Claims as of the Effective Date, distributions on account of such Disputed Claims (which
will only be made if and when they become Allowed Claims) shall be made pursuant to the provisions set forth in the Plan with
respect to the treatment of Allowed Claims on or as soon as reasonably practicable after the next Distribution Date that is at
least 20 calendar days after each such Claim is Allowed; provided, however, that distributions on account of the
Claims set forth in ‎Article 3 of the Plan shall be made as
set forth therein and Professional Fee Claims shall be made as soon as reasonably practicable after such Claims are Allowed by
the Bankruptcy Court or as provided in any other applicable order of the Bankruptcy Court. Because of the size and complexities
of the Chapter 11 Cases, the Debtors at the present time cannot accurately predict the timing of the Final Distribution Date.


 


(b)       De
Minimis Distributions


 


Notwithstanding
any other provision of the Plan, none of the Reorganized Debtors, any Servicer nor the Disbursing Agent shall have any obligation
to make any distributions under the Plan with a value of less than $50, unless a written request therefor is received by the Disbursing
Agent from the relevant recipient at the addresses set forth in ‎Section
15.11 hereof within 120 days after the later of the (i) Effective Date and (ii) the date such Claim becomes an Allowed
Claim. De minimis distributions for which no such request is timely received shall revert to Reorganized Bonanza Creek.
Upon such reversion, the relevant Allowed Claim (and any Claim on account of missed distributions) shall be automatically deemed
satisfied, discharged and forever barred, notwithstanding any federal or state escheat laws to the contrary.


 




    29


     


    

Notwithstanding
any other provision of the Plan, none of the Reorganized Debtors, any Servicer nor any Disbursing Agent shall have any obligation
to make a particular distribution to a specific holder of an Allowed Claim if such holder is also the holder of a Disputed
Claim.


 


Notwithstanding
any other provision of the Plan, none of the Reorganized Debtors, any Servicer nor any Disbursing Agent shall have any obligation
to make any distributions on any Interim Distribution Date unless the sum of all distributions authorized to be made to all holders
of Allowed Claims on such Interim Distribution Date exceeds $10,000 in value.


 


(c)       Fractional
Shares


 


Notwithstanding
any other provision of the Plan, no fractional shares of New Equity Securities shall be distributed; provided, that any
fractional shares of New Equity Securities shall be rounded down to the next whole number or zero, as applicable, and no consideration
shall be provided in lieu of fractional shares that are rounded down.


 


(d)       Delivery
of Distributions – Allowed Claims


 


Distributions
shall only be made to the record holders of Allowed Claims as of the Distribution Record Date. On the Distribution Record Date,
at the close of business for the relevant register, all registers maintained by the Debtors, Reorganized Debtors, any Servicers,
the Disbursing Agent, the Indenture Trustees and each of the foregoing’s respective agents, successors and assigns shall
be deemed closed for purposes of determining whether a holder of such a Claim is a record holder entitled to distributions under
the Plan. The Debtors, Reorganized Debtors, Servicers, Disbursing Agent, Indenture Trustees and all of their respective agents,
successors and assigns shall have no obligation to recognize, for purposes of distributions pursuant to or in any way arising
from the Plan (or for any other purpose), any Claims that are transferred after the Distribution Record Date. Instead, they shall
be entitled to recognize only those record holders set forth in the registers as of the Distribution Record Date, irrespective
of the number of distributions made under the Plan or the date of such distributions. Furthermore, if a Claim is transferred 20
or fewer calendar days before the Distribution Record Date, the Disbursing Agent or applicable Servicer, as applicable, shall
make distributions to the transferee only if the transfer form contains an unconditional and explicit certification and waiver
of any objection to the transfer by the transferor.


 


If
any dispute arises as to the identity of a holder of an Allowed Claim that is entitled to receive a distribution pursuant to the
Plan, the Disbursing Agent or applicable Servicer may, in lieu of making such distribution to such person, make the distribution
into an escrow account until the disposition thereof is determined by Final Order or by written agreement among the interested
parties to such dispute.


 


Subject
to Bankruptcy Rule 9010, a distribution to a holder of an Allowed Claim may be made by the Disbursing Agent in its sole discretion:
(i) to the last known address of such holder on the books and records of the Debtors or their agents, (ii) to the address
set forth in any written notice of an address change delivered to the Disbursing Agent or (iii) to the address of any counsel
that has appeared in the Chapter 11 Cases on such holder’s behalf. In the case of a holder whose Claim is governed by an
agreement and administered by a Servicer, the applicable


 




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Servicer
shall make the distribution to the address contained in the official records of such Servicer.


 


(e)                
Delivery of Distributions – Allowed Notes Claims; Surrender of Canceled Instruments or Securities


 


Subject
to the provisions of ‎Section 5.4 of the Plan, all distributions
to holders of Allowed Notes Claims shall be deemed completed when made to (a) the respective Indenture Trustee or (b) if agreed
to by the Debtors and the Indenture Trustee, through the facilities of DTC. The Indenture Trustee or DTC, as applicable, shall
hold or direct such distributions for the benefit of the holders of Notes to the extent such Notes give rise to Allowed Notes
Claims. As soon as practicable in accordance with the requirements set forth in this Article VI, the Indenture Trustee or DTC,
as applicable, shall arrange for the delivery of such distributions to or on behalf of such holders. Notwithstanding anything
to the contrary herein, holders of Allowed Notes Claims shall receive their respective distributions on, or as soon as reasonably
practicable after, the Effective Date.


 


For
the avoidance of doubt, the Indenture Trustee shall not bear any responsibility or liability for any distributions made hereunder
by the Disbursing Agent or DTC. The Reorganized Debtors shall reimburse the Indenture Trustee for any reasonable and documented
fees and expenses (including the reasonable and documented fees and expenses of its counsel and agents) incurred after the Effective
Date solely in connection with the implementation of the Plan, including but not limited to, making distributions pursuant to
and in accordance with the Plan.


 


		Section	 6.3.         
Manner of Payment under Plan



 


(a)                
At the Disbursing Agent’s option, any Cash payment may be made by check, wire transfer or any other customary payment
method.


 


(b)                
The Disbursing Agent shall distribute New Equity Securities or Cash as required under the Plan. Where the applicable Reorganized
Debtor is a Reorganized Subsidiary Debtor, Reorganized Bonanza Creek shall be deemed to have made a direct capital contribution
to the applicable Reorganized Subsidiary Debtor of an amount of Cash to be distributed to the Creditors of such Reorganized Debtor,
but only at such time as, and to the extent that, such amounts are actually distributed to holders of Allowed Claims. Any distributions
of New Equity Securities or Cash that revert to Reorganized Bonanza Creek or are otherwise canceled (such as to the extent any
distributions have not been claimed within one year) shall revest solely in Reorganized Bonanza Creek, and no other Reorganized
Debtor shall have (nor shall it be considered to ever have had) any ownership interest in the amounts distributed.


 


(c)                
Allocation of Plan Distributions Between Principal and Interest


 


To
the extent that any Claim entitled to a distribution under the Plan is based upon any obligation or instrument that is treated
for U.S. federal income tax purposes as indebtedness of any Debtor and accrued but unpaid interest thereon, such distribution
shall be allocated first to the principal amount of the Claim (as determined for federal income tax purposes) and then, to


 




    31


     

    

the extent
the consideration exceeds the principal amount of the Claim, to accrued but unpaid interest.


 


(d)                
Compliance Matters


 


In
connection with the Plan, each Debtor, each Reorganized Debtor and the Disbursing Agent shall comply with all tax withholding
and reporting requirements imposed by any federal, state, local or foreign taxing authority, and all distributions hereunder shall
be subject to such withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary, each Debtor,
each Reorganized Debtor and the Disbursing Agent shall be authorized to take all actions necessary or appropriate to comply with
such withholding and reporting requirements, including, without limitation, liquidating a portion of the distribution to be made
under the Plan to generate sufficient funds to pay applicable withholding taxes or establishing any other mechanisms that the
Debtors or the Reorganized Debtors, as applicable, believe are reasonable and appropriate. For tax purposes, distributions received
with respect to Allowed Claims shall be allocated first to the principal amount of Allowed Claims, with any excess allocated to
unpaid interest that accrued on such Claims.


 


The
Debtors, the Reorganized Debtors and the Disbursing Agent, as applicable, reserve the right to allocate and distribute all distributions
made under the Plan in compliance with all applicable wage garnishments, alimony, child support and other spousal awards, Liens
and similar encumbrances.


 


(e)                
Foreign Currency Exchange Rate


 


As
of the Effective Date, any Claim asserted in a currency other than U.S. dollars shall be automatically deemed converted to the
equivalent U.S. dollar value using the exchange rate on the Petition Date, as quoted at 4:00 p.m. (New York time), midrange spot
rate of exchange for the applicable currency as published in the Wall Street Journal, National Edition, on the day after
the Petition Date.


 


		Section	 6.4.         
Undeliverable or Non-Negotiated Distributions



 


If
any distribution is returned as undeliverable, no further distributions to the applicable Creditor shall be made unless and until
the Disbursing Agent or appropriate Servicer is notified in writing of such Creditor’s then-current address, at which time
the undelivered distribution shall be made to such Creditor without interest or dividends. Undeliverable distributions shall be
returned to Reorganized Bonanza Creek until such distributions are claimed. All undeliverable distributions under the Plan that
remain unclaimed for one year after attempted distribution shall indefeasibly revert to Reorganized Bonanza Creek. Upon such reversion,
the relevant Allowed Claim (and any Claim on account of missed distributions) shall be automatically discharged and forever barred,
notwithstanding any federal or state escheat laws to the contrary.


 


Checks
issued on account of Allowed Claims shall be null and void if not negotiated within 120 calendar days from and after the date
of issuance thereof. Requests for reissuance of any check must be made directly and in writing to the Disbursing Agent by the
holder of the relevant Allowed Claim within the 120-calendar-day period. After such date, the relevant Allowed Claim (and any
Claim for reissuance of the original check) shall be automatically


 




    32


     

    

discharged
and forever barred, and such funds shall revert to Reorganized Bonanza Creek, notwithstanding any federal or state escheat laws
to the contrary.


 


		Section	 6.5.         
Claims Paid by Third Parties



 


To
the extent a Creditor receives a distribution on account of a Claim and also receives payment from a party that is not a Debtor
or a Reorganized Debtor on account of such Claim, such Creditor shall, within 30 calendar days of receipt thereof, repay and/or
return the distribution to the applicable Reorganized Debtor, to the extent the Creditor’s total recovery on account of
such Claim from the third party and under the Plan exceeds the amount of the Claim as of the date of any such distribution under
the Plan.


 


Article
7

Filing of Administrative Expense Claims


 


		Section	 7.1.         
Professional Fee Claims



 


(a)                
Fee Applications


 


All
requests for payment of Professional Fee Claims must be filed with the Bankruptcy Court by the date that is 60 calendar days after
the Confirmation Date; provided that if any Professional is unable to file its own request with the Bankruptcy Court, such
Professional may deliver an original, executed copy and an electronic copy to the Debtors’ attorneys and the Reorganized
Debtors at least three Business Days before the deadline, and the Debtors’ attorneys shall file such request with the Bankruptcy
Court. The objection deadline relating to a request for payment of Professional Fee Claims shall be 4:00 p.m. (prevailing Eastern
Time) on the date that is 30 calendar days after the filing of such request, and a hearing on such request, if necessary, shall
be held no later than 30 calendar days after the objection deadline. Distributions on account of Allowed Professional Fee Claims
shall be made as soon as reasonably practicable after such Claims become Allowed.


 


(b)                
Post-Confirmation Date Fees


 


Upon
the Confirmation Date, any requirement that Professionals comply with sections 327 through 331 of the Bankruptcy Code in seeking
retention or compensation for services rendered after such date shall terminate, and the Debtors and Reorganized Debtors may employ
and pay all Professionals without any further notice to, action by or order or approval of the Bankruptcy Court or any other party.


 


		Section	7.2.         
Administrative Expense Claims



 


(a)                
A notice setting forth the Administrative Expense Claim Bar Date will be (i) filed on the Bankruptcy Court’s
docket and served with the notice of the Effective Date and (ii) posted on the Debtors’ Case Information Website. No
other notice of the Administrative Expense Claim Bar Date will be provided.


 


(b)                
All requests for payment of Administrative Expense Claims that accrued on or before the Effective Date (other than Professional
Fee Claims, which are subject to the


 




    33


     

    

provisions
of ‎Section 7.1 of the Plan) must be filed with the Solicitation and Claims Agent and served on counsel for the Debtors
and Reorganized Debtors by the Administrative Expense Claim Bar Date. Any requests for payment of Administrative Expense Claims
pursuant to this ‎Section 7.2 that are not properly filed and served by the Administrative Expense Claim Bar Date shall
be disallowed automatically without the need for any objection from the Debtors or the Reorganized Debtors or any action by the
Bankruptcy Court.


 


(c)                
The Reorganized Debtors, in their sole discretion, shall have exclusive authority to settle Administrative Expense Claims
without further Bankruptcy Court approval.


 


(d)                
Unless the Debtors or the Reorganized Debtors object to a timely filed and properly served Administrative Expense Claim
by the Claims Objection Deadline, such Administrative Expense Claim shall be deemed allowed in the amount requested. If the Debtors
or the Reorganized Debtors object to an Administrative Expense Claim, the parties may confer to try to reach a settlement and,
failing that, the Bankruptcy Court shall determine whether such Administrative Expense Claim should be allowed and, if so, in
what amount.


 


(e)                
Notwithstanding the foregoing, requests for payment of Administrative Expense Claims need not be filed for Administrative
Expense Claims that (i) are for goods or services provided to the Debtors in the ordinary course of business, (ii) previously
have been Allowed by Final Order of the Bankruptcy Court, (iii) are for Cure amounts, (iv) are on account of postpetition
taxes (including any related penalties or interest) owed by the Debtors or the Reorganized Debtors to any Governmental Unit or
(v) the Debtors or Reorganized Debtors have otherwise agreed in writing do not require such a filing.


 


Article
8

Disputed Claims


 


		Section	 8.1.         
Objections to Claims



 


(a)                
Notwithstanding section 502(a) of the Bankruptcy Code, and in light of the Unimpaired status of all Unsecured Trade Claims
and the limited number of holders of General Unsecured Claims under the Plan, except as required by Section 9.5 of the Plan, holders
of Claims need not file Proofs of Claim with the Bankruptcy Court.


 


(b)                
If a holder of a Claim elects to file a Proof of Claim with the Bankruptcy Court, such holder shall be deemed to have consented
to the jurisdiction of the Bankruptcy Court for all purposes with respect to the Claim.


 


(c)                
The Reorganized Debtors shall have the sole authority to object to all Claims against the Debtors; provided, however,
that the Reorganized Debtors shall not be entitled to object to any Claim that has been expressly allowed by Final Order or under
the Plan. Any objections to Claims shall be filed on the Bankruptcy Court’s docket on or before the Claims Objection Deadline.


 


(d)                
Except as otherwise provided herein, all Proofs of Claim filed after the Effective Date shall be disallowed and forever
barred, estopped, and enjoined from assertion, and shall not


 




    34


     

    

be
enforceable against any Reorganized Debtor, without the need for any objection by the Reorganized Debtors or any further notice
to or action, order, or approval of the Bankruptcy Court.


 


(e)                
Claims objections filed before, on or after the Effective Date shall be filed, served and administered in accordance with
the Local Rules with notice to the parties listed in Section 15.11; provided, however, that, on and after the Effective
Date, filings and notices need only be served on the relevant claimants.


 


		Section	 8.2.         
Resolution of Disputed Claims



 


On
and after the Effective Date, the Reorganized Debtors shall have the sole authority to litigate, compromise, settle, otherwise
resolve or withdraw any objections to all Claims against the Debtors and to compromise and settle any such Claims without notice
to or approval by the Bankruptcy Court or any other party.


 


		Section	 8.3.         
Estimation of Claims and Interests



 


The
Debtors or Reorganized Debtors may determine, resolve and otherwise adjudicate all Contingent Claims, Unliquidated Claims and
Disputed Claims in the Bankruptcy Court or such other court of the Debtors’ or Reorganized Debtors’ choice having
jurisdiction over the validity, nature or amount thereof. The Debtors or the Reorganized Debtors may at any time request that
the Bankruptcy Court estimate any Contingent Claim, Unliquidated Claim or Disputed Claim pursuant to section 502(c) of the Bankruptcy
Code for any reason or purpose, regardless of whether any of the Debtors or the Reorganized Debtors have previously objected to
such Claim or whether the Bankruptcy Court has ruled on any such objection. The Bankruptcy Court shall retain jurisdiction to
estimate any Claim at any time during litigation concerning any objection to any Claim, including, without limitation, during
the pendency of any appeal relating to any such objection. If the Bankruptcy Court estimates any Contingent Claim, Unliquidated
Claim or Disputed Claim, that estimated amount shall constitute the maximum limitation on such Claim, and the Debtors or the Reorganized
Debtors may pursue supplementary proceedings to object to the ultimate allowance of such Claim; provided, however,
that such limitation shall not apply to Claims requested by the Debtors to be estimated for voting purposes only.


 


All
of the aforementioned objection, estimation and resolution procedures are cumulative and not exclusive of one another. Claims
may be estimated and subsequently compromised, settled, withdrawn or resolved by any mechanism approved by the Bankruptcy Court.
Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any holder of a Claim that has been estimated pursuant
to section 502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such Claim unless the holder of such
Claim has filed a motion requesting the right to seek such reconsideration on or before 20 calendar days after the date such Claim
is estimated by the Bankruptcy Court.


 


		Section	 8.4.         
Payments and Distributions for Disputed Claims



 


(a)                
No Distributions Pending Allowance


 




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Notwithstanding
any other provision in the Plan, no payments or distributions shall be made for a Disputed Claim unless and until all objections
to such Disputed Claim have been settled or withdrawn or have been determined by a Final Order, and the Disputed Claim has become
an Allowed Claim.


 


(b)                
Disputed Claims Reserve


 


On
or before the Effective Date, the Reorganized Debtors shall be authorized, but not directed, to establish one or more Disputed
Claims Reserves, which Disputed Claims Reserve shall be administered by the Reorganized Debtors, to the extent applicable.


 


The
Reorganized Debtors may, in their sole discretion, hold Warrants, New Common Stock, Subscription Rights, and Cash, in the same
proportions and amounts as provided for in the Plan, in the Disputed Claims Reserve in trust for the benefit of holders of Claims
ultimately determined to be Allowed after the Effective Date. The Reorganized Debtors shall distribute such amounts (net of any
expenses, including any taxes relating thereto), as provided herein, as such Claims are resolved by a Final Order or agreed to
by settlement, and such amounts will be distributable on account of such Claims as such amounts would have been distributable
had such Claims been Allowed Claims as of the Effective Date under Article III of the Plan solely to the extent of the amounts
available in the applicable Disputed Claims Reserve.


 


(c)                
Distributions After Allowance


 


To
the extent that a Disputed Claim becomes an Allowed Claim after the Effective Date, the Disbursing Agent will, out of the Disputed
Claims Reserve, distribute to the holder thereof the distribution, if any, to which such holder is entitled under the Plan in
accordance with ‎Section 6.2(a) of the Plan. Subject to ‎Section
8.6 of the Plan, all distributions made under this ‎Section
8.4(c) on account of Allowed Claims will be made together with any dividends, payments or other distributions made on account
of, as well as any obligations arising from, the distributed property, then held in the Disputed Claims Reserve as if such Allowed
Claim had been an Allowed Claim on the dates distributions were previously made to Allowed Claim holders included in the applicable
class under the Plan. 


 


		Section	 8.5.         
No Amendments to Claims



 


A
Claim may be amended before the Confirmation Date only as agreed upon by the Debtors (with the consent of the Required Supporting
Noteholders) and the holder of such Claim or as otherwise permitted by the Bankruptcy Court, the Bankruptcy Rules, the Local Rules
or applicable non-bankruptcy law. On or after the Confirmation Date, the holder of a Claim (other than an Administrative Expense
Claim or a Professional Fee Claim) must obtain prior authorization from the Bankruptcy Court or Reorganized Debtors to amend a
Claim.


 


		Section	 8.6.         
No Interest



 


Other
than as provided by section 506(b) of the Bankruptcy Code or as specifically provided for in the Plan or the Confirmation Order,
postpetition interest shall not accrue or be paid on Claims and no holder of a Claim shall be entitled to interest accruing on
or after the Petition Date on any Claim or right. Additionally, and without limiting the foregoing, interest


 




    36


     

    

shall not
accrue or be paid on any Claim or Disputed Claim for the period from and after the Effective Date; provided, however,
that nothing in this ‎Section 8.6 shall limit any rights of
any Governmental Unit to interest under sections 503, 506(b), 1129(a)(9)(A) or 1129(a)(9)(C) of the Bankruptcy Code or as otherwise
provided for under applicable law.


 


Article
9

Executory Contracts and Unexpired Leases


 


Section
9.1.          Assumption
of Executory Contracts and Unexpired Leases


 


Pursuant
to sections 365 and 1123 of the Bankruptcy Code, each executory contract and unexpired lease to which any Debtor is a party shall
be deemed automatically assumed by the Debtors effective as of the Effective Date, except for any executory contract or unexpired
lease that (i) has been assumed or rejected pursuant to an order of the Bankruptcy Court entered before the Effective Date,
(ii) is the subject of a motion to assume or reject pending on the Effective Date, (iii) is assumed, rejected or otherwise
treated pursuant to ‎Section 9.3 of the Plan, (iv) is
listed on Schedules 9.2(a) or 9.2(b) of the Plan or (v) as to which a Treatment Objection has been filed and properly served
by the Treatment Objection Deadline. If an executory contract or unexpired lease either (x) has been assumed or rejected
pursuant to an order of the Bankruptcy Court entered before the Effective Date or (y) is the subject of a motion to assume
or reject pending on the Confirmation Date, then the listing of any such executory contract or unexpired lease on the aforementioned
schedules shall be of no effect. Each executory contract and unexpired lease assumed pursuant to this Plan shall vest in and be
fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of this
Plan, any Final Order of the Bankruptcy Court authorizing and providing for its assumption, or applicable law.


 


Section
9.2.          Schedules
of Executory Contracts and Unexpired Leases


 


(a)                
Schedules 9.2(a) and 9.2(b) of the Plan shall be filed by the Debtors as specified in ‎Section 15.4 of the Plan
and shall represent the Debtors’ then-current good-faith belief regarding the intended treatment of all executory contracts
and unexpired leases listed thereon. The Debtors or Reorganized Debtors reserve the right, on or before 45 days after the Effective
Date to (i) amend Schedules 9.2(a) and 9.2(b) to add, delete or reclassify any executory contract or unexpired lease or amend
a proposed assignment and (ii) amend the Proposed Cure, in each case as to any executory contract or unexpired lease previously
listed as to be assumed; provided, the Debtors may amend Schedules 9.2(a) and 9.2(b) to add, delete or reclassify any executory
contracts or unexpired leases or amend proposed assignments after such date to the extent agreed with the relevant counterparties.
Pursuant to sections 365 and 1123 of the Bankruptcy Code, and except for executory contracts and unexpired leases as to which
a Treatment Objection is properly filed and served by the Treatment Objection Deadline, (x) each of the executory contracts
and unexpired leases listed on Schedule 9.2(a) shall be deemed assumed (and, if applicable, assigned) effective as of the Assumption
Effective Date specified thereon, and the Proposed Cure specified in the notice mailed to each Assumption Party shall be the Cure
and shall be deemed to satisfy fully any obligations the Debtors might have regarding such executory contract or unexpired lease
under section 365(b) of the Bankruptcy Code and (y) each of the


 




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executory
contracts and unexpired leases listed on Schedule 9.2(b) shall be deemed rejected effective as of the Rejection Effective Date
specified thereon.


 


(b)                
The Debtors shall file versions of Schedules 9.2(a) and 9.2(b) and any amendments thereto with the Bankruptcy Court and
shall serve all notices thereof only on the Supporting Noteholders and the relevant Assumption Parties and Rejection Parties.
For any executory contract or unexpired lease first listed on Schedule 9.2(b) later than the date that is 10 calendar days before
the Voting Deadline, the Debtors shall use their best efforts to notify the Supporting Noteholders and the applicable Rejection
Party promptly of such proposed treatment via facsimile, email or telephone at any notice address or number included in the relevant
executory contract or unexpired lease or as otherwise timely provided in writing to the Debtors by any such counterparty or its
counsel.


 


(c)                
For any executory contracts or unexpired leases first listed on Schedule 9.2(b) later than the date that is 10 calendar
days before the Voting Deadline, affected Rejection Parties shall have five calendar days from the date of such amendment to Schedule
9.2(b) to object to Confirmation of the Plan. For any executory contracts or unexpired leases first listed on Schedule 9.2(b)
later than the date that is five calendar days before the Confirmation Hearing, affected Rejection Parties shall have until the
Confirmation Hearing to object to Confirmation of the Plan.


 


(d)                
The listing of any contract or lease on Schedule 9.2(a) or 9.2(b) is not an admission that such contract or lease is an
executory contract or unexpired lease or that any Debtor has any liability thereunder. The Debtors reserve the right to assert
that any of the agreements listed on Schedule 9.2(a) or 9.2(b) are not executory contracts or unexpired leases.


 


		Section	 9.3.         
Categories of Executory Contracts and Unexpired Leases to Be Assumed



 


Pursuant
to sections 365 and 1123 of the Bankruptcy Code, each of the executory contracts and unexpired leases within the following categories
shall be deemed assumed as of the Effective Date (and the Proposed Cure for each, other than the Surety Bonds and the D&O
Liability Insurance Policies, shall be zero dollars), except for any such executory contract or unexpired lease (i) that
has been previously assumed or rejected pursuant to an order of the Bankruptcy Court, (ii) that is the subject of a motion
to assume or reject pending on the Confirmation Date, (iii) that is listed on Schedule 9.2(a) or 9.2(b), (iv) that is
otherwise expressly assumed or rejected pursuant to the terms of the Plan or (v) as to which a Treatment Objection has been
filed and properly served by the Treatment Objection Deadline.


 


(a)                
Insurance Plans, Intercompany Contracts, Surety Bonds and Workers’ Compensation Plans


 


Subject
to the terms of the first paragraph of this ‎Section 9.3,
each Insurance Plan, Intercompany Contract, Surety Bond and Workers’ Compensation Plan shall be deemed assumed effective
as of the Effective Date. Nothing contained in this ‎Section
9.3(a) shall constitute or be deemed a waiver of any Cause of Action that the Debtors may hold against any Entity, including,
without limitation, the insurer under any of the Insurance Plans.


 




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(b)                
Directors and Officers Insurance Policies and Agreements


 


To
the extent that the D&O Liability Insurance Policies issued to, or entered into by, the Debtors prior to the Petition Date
constitute executory contracts, notwithstanding anything in the Plan to the contrary, the Reorganized Debtors shall be deemed
to have assumed all of the Debtors’ unexpired D&O Liability Insurance Policies pursuant to section 365(a) of the Bankruptcy
Code effective as of the Effective Date. Entry of the Confirmation Order will constitute the Bankruptcy Court’s approval
of the Reorganized Debtors’ foregoing assumption of each of the D&O Liability Insurance Policies. Notwithstanding anything
to the contrary contained in the Plan, confirmation of the Plan shall not discharge, impair or otherwise modify any advancement,
indemnity or other obligations of the D&O Liability Insurance Policies.


 


In
addition, after the Effective Date, none of the Reorganized Debtors shall terminate or otherwise reduce the coverage under any
of the D&O Liability Insurance Policies with respect to conduct occurring prior thereto, and all directors and officers of
the Debtors who served in such capacity at any time prior to the Effective Date shall be entitled from the applicable insurers
to the full benefits of any such policy for the full term of such policy regardless of whether such directors and officers remain
in such positions after the Effective Date.


 


(c)                
Certain Indemnification Obligations


 


Each
Indemnification Obligation to a director, officer, manager or employee who was employed by any of the Debtors in such capacity
on the Effective Date (including, for the avoidance of doubt, the members of the board of directors, board of managers or equivalent
body of each Debtor as of immediately prior to the Effective Date) shall be deemed assumed effective as of the Effective Date.
Each Indemnification Obligation that is deemed assumed pursuant to the Plan shall (i) remain in full force and effect, (ii) not
be modified, reduced, discharged, impaired or otherwise affected in any way, (iii) be deemed and treated as an executory
contract pursuant to sections 365 and 1123 of the Bankruptcy Code regardless of whether or not Proofs of Claim have been filed
with respect to such obligations and (iv) survive Unimpaired and unaffected irrespective of whether such indemnification is owed
for an act or event occurring before, on or after the Petition Date.


 


(d)                
Employee Benefits


 


As
of the Effective Date, unless specifically listed on Schedule 9.2(a) or 9.2(b) or rejected or otherwise addressed by an order
of the Bankruptcy Court (including, without limitation, by virtue of the Debtors having been granted the authority to terminate
any such plan, policy, program or agreement or the Bankruptcy Court determining that the Debtors cannot successfully reorganize
absent such termination), the Debtors and the Reorganized Debtors may (but have no obligation to) honor, in the ordinary course
of business, the Debtors’ written contracts, agreements, policies, programs and plans for, among other things, compensation,
reimbursement, healthcare benefits, disability benefits, deferred compensation benefits, travel benefits (including retiree travel
benefits), vacation and sick leave benefits, savings, severance benefits, retirement benefits, welfare benefits, relocation programs,
life insurance and accidental death and dismemberment insurance, including written contracts, agreements, policies, programs and
plans for incentive compensation for the directors, officers and employees of any of the


 




    39


     

    

Debtors
who served in such capacity at any time, including, for the avoidance of doubt, (i) that certain Second Amended and Restated Executive
Change in Control and Severance Plan, and any documents related thereto (as amended, restated, supplemented or modified from time
to time, collectively, the “Severance Plan”), approved by the Board on September 26, 2016 and (ii) Bonanza
Creek’s 2016 Short Term Incentive Program, in each case in accordance with and as contemplated by the Restructuring Support
Agreement. To the extent that the above-listed contracts, agreements, policies, programs and plans are executory contracts, pursuant
to sections 365 and 1123 of the Bankruptcy Code, unless a Treatment Objection is timely filed and properly served, each of them
will be deemed assumed (as modified or terminated) as of the Effective Date with a Cure of zero dollars. However, notwithstanding
anything else herein, the assumed plans shall be subject to modification in accordance with the terms thereof at the discretion
of the Reorganized Debtors.


 


With
respect to the Severance Plan and each employee offer letter, contract, or agreement related thereto to which any Debtor is a
party (collectively, the “Employment Agreements”) and without in any way modifying or limiting the Debtors’
rights and remedies thereunder, upon the Effective Date the Severance Plan shall be deemed to be amended where applicable to provide
and clarify that the consummation of the Restructuring Transactions and any associated organizational changes shall not constitute
a “Change in Control,” be considered a “Good Reason” event, or serve as a basis to trigger any rights
or benefits under the Severance Plan.  For the avoidance of doubt, any amendments to the Severance Plan and/or waivers related
to any Employment Agreement described in this Section 9.3(d) shall amend the Severance Plan or waive rights under the Employment
Agreements only as expressly provided herein and all other terms of the Severance Plan and Employment Agreement shall remain in
full force and effect.  The New Board may, at any time, amend the Severance Plan in any manner other than to impair vesting
(including accelerated vesting) of the Emergence Grants.


 


Section
9.4.          Assumption
and Rejection Procedures and Resolution of Treatment Objections


 


(a)                
Proposed Assumptions


 


(i)           
As to any executory contract or unexpired lease to be assumed pursuant to any provision of the Plan or any Notice of Intent
to Assume or Reject, unless an Assumption Party files and properly serves a Treatment Objection by the Treatment Objection Deadline,
such executory contract or unexpired lease shall be deemed assumed and, if applicable, assigned as of the applicable Assumption
Effective Date proposed by the Debtors or Reorganized Debtors, without any further notice to or action by the Bankruptcy Court,
and any obligation the Debtors or Reorganized Debtors may have to such Assumption Party with respect to such executory contract
or unexpired lease under section 365(b) of the Bankruptcy Code shall be deemed fully satisfied by the Proposed Cure, if any, which
shall be the Cure.


 


(ii)           
Any objection to the assumption or assignment of an executory contract or unexpired lease that is not timely filed and
properly served shall be denied automatically and with prejudice (without the need for any objection by the Debtors or the Reorganized
Debtors and without any further notice to or action, order or approval by the Bankruptcy Court), and any Claim relating to such
assumption or assignment shall be forever barred from assertion and shall


 




    40


     

    

not
be enforceable against any Debtor or Reorganized Debtor or their respective Estates or properties without the need for any objection
by the Debtors or the Reorganized Debtors and without any further notice to or action, order or approval by the Bankruptcy Court,
and any obligation the Debtors or the Reorganized Debtors may have under section 365(b) of the Bankruptcy Code (over and above
any Proposed Cure) shall be deemed fully satisfied, released and discharged.


 


(b)                
Proposed Rejections


 


(i)           
As to any executory contract or unexpired lease to be rejected pursuant to any provision of the Plan or any Notice of Intent
to Assume or Reject, unless a Rejection Party files and properly serves a Treatment Objection by the Treatment Objection Deadline,
such executory contract or unexpired lease shall be deemed rejected as of the Rejection Effective Date proposed by the Debtors
or Reorganized Debtors without any further notice to or action by the Bankruptcy Court.


 


(ii)           
Any objection to the rejection of an executory contract or unexpired lease that is not timely filed and properly served
shall be deemed denied automatically and with prejudice (without the need for any objection by the Debtors or the Reorganized
Debtors and without any further notice to or action, order or approval by the Bankruptcy Court).


 


(c)                
Resolution of Treatment Objections


 


(i)           
On and after the Effective Date, the Reorganized Debtors may, in their sole discretion, settle Treatment Objections without
any further notice to or action by the Bankruptcy Court or any other party (including by paying any agreed Cure amounts).


 


(ii)           
For each executory contract or unexpired lease as to which a Treatment Objection is timely filed and properly served and
that is not otherwise resolved by the parties after a reasonable period of time, the Debtors, in consultation with the Bankruptcy
Court, shall schedule a hearing on such Treatment Objection and provide at least 21 calendar days’ notice of such hearing
to the relevant Assumption Party or Rejection Party. Unless the Bankruptcy Court expressly orders or the parties agree otherwise,
any assumption or rejection approved by the Bankruptcy Court notwithstanding a Treatment Objection shall be effective as of the
Assumption Effective Date or Rejection Effective Date originally proposed by the Debtors or specified in the Plan.


 


(iii)           
Any Cure shall be paid as soon as reasonably practicable following the entry of a Final Order resolving an assumption dispute
and/or approving an assumption (and, if applicable, assignment), unless the Debtors or Reorganized Debtors file a Notice of Intent
to Assume or Reject under ‎Section 9.4(d).


 


(iv)           
No Cure shall be allowed for a penalty rate or default rate of interest, each to the extent not proper under the Bankruptcy
Code or applicable law.


 




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(d)                
Reservation of Rights


 


If
a Treatment Objection is filed regarding any executory contract or unexpired lease sought to be assumed or rejected by any of
the Debtors or Reorganized Debtors, the Debtors or Reorganized Debtors reserve the right (i) to seek to assume or reject
such agreement at any time before the assumption, rejection or assignment of, or Cure for, such agreement is determined by Final
Order and (ii) to the extent a Final Order is entered resolving a dispute as to Cure or the permissibility of assignment
(but not approving the assumption of the executory contract or unexpired lease sought to be assumed), to seek to reject such agreement
within 14 calendar days after the date of such Final Order, in each case by filing with the Bankruptcy Court and serving upon
the applicable Assumption Party or Rejection Party, as the case may be, a Notice of Intent to Assume or Reject.


 


Section
9.5.          Rejection
Claims


 


Any
Rejection Claim must be filed with the Solicitation and Claims Agent by the Rejection Bar Date. Any Rejection Claim for which
a Proof of Claim is not properly filed and served by the Rejection Bar Date shall be forever barred and shall not be enforceable
against the Debtors, the Reorganized Debtors or their respective Estates or properties. The Debtors or the Reorganized Debtors
may contest any Rejection Claim in accordance with ‎Section
8.1 of the Plan. Any Allowed Rejection Claim against a Debtor shall be classified as a General Unsecured Claim against such Debtor.


 


Section
9.6.          Assignment


 


To
the extent provided under the Bankruptcy Code or other applicable law, any executory contract or unexpired lease transferred and
assigned pursuant to the Plan shall remain in full force and effect for the benefit of the transferee or assignee in accordance
with its terms, notwithstanding any provision in such executory contract or unexpired lease (including those of the type described
in section 365(b)(2) of the Bankruptcy Code) that prohibits, restricts or conditions such transfer or assignment. To the extent
provided under the Bankruptcy Code or other applicable law, any provision that prohibits, restricts or conditions the assignment
or transfer of any such executory contract or unexpired lease or that terminates or modifies such executory contract or unexpired
lease or allows the counterparty to such executory contract or unexpired lease to terminate, modify, recapture, impose any penalty,
condition renewal or extension, or modify any term or condition upon any such transfer and assignment constitutes an unenforceable
anti-assignment provision and is void and of no force or effect. Any assignment by the Reorganized Debtors of an executory contract
or unexpired lease after the Effective Date shall be governed by the terms of the executory contract or unexpired lease and applicable
non-bankruptcy law.


 


Section
9.7.          Approval
of Assumption, Rejection, Retention or Assignment of Executory Contracts and Unexpired Leases


 


(a)                
Entry of the Confirmation Order by the Bankruptcy Court shall, subject to the occurrence of the Effective Date, constitute
approval of the rejections, retentions, assumptions and/or assignments contemplated by the Plan pursuant to sections 365 and 1123
of the


 




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Bankruptcy
Code. Each executory contract and unexpired lease that is assumed (and/or assigned) pursuant to the Plan, shall vest in and be
fully enforceable by the applicable Reorganized Debtor in accordance with its terms as of the applicable Assumption Effective
Date, except as modified by the provisions of the Plan, any order of the Bankruptcy Court authorizing or providing for its assumption
(and/or assignment) or applicable federal law.


 


(b)                
The provisions (if any) of each executory contract or unexpired lease assumed and/or assigned pursuant to the Plan that
are or may be in default shall be deemed satisfied in full by the Cure, or by an agreed-upon waiver of the Cure. Upon payment
in full of the Cure, any and all Proofs of Claim based upon an executory contract or unexpired lease that has been assumed in
the Chapter 11 Cases or under the terms of the Plan shall be deemed Disallowed and expunged with no further action required of
any party or order of the Bankruptcy Court.


 


(c)                
Confirmation of the Plan and consummation of the Restructuring Transactions shall not constitute a “change of control”
or trigger any similar provision under any executory contract or unexpired lease assumed by the Debtors on or prior to the Effective
Date, including the Severance Plan and Employment Agreements.


 


Section
9.8.          Modifications,
Amendments, Supplements, Restatements or Other Agreements


 


Unless
otherwise provided by the Plan or by separate order of the Bankruptcy Court, each executory contract and unexpired lease that
is assumed, whether or not such executory contract or unexpired lease relates to the use, acquisition or occupancy of real property,
shall include (i) all modifications, amendments, supplements, restatements or other agreements made directly or indirectly
by any agreement, instrument or other document that in any manner affects such executory contract or unexpired lease and (ii) all
executory contracts or unexpired leases appurtenant to the premises, if any, including all easements, licenses, permits, rights,
privileges, immunities, options, rights of first refusal, powers, uses, reciprocal easement agreements and any other interests
in real estate or rights in remedy related to such premises, unless any of the foregoing agreements has been or is rejected pursuant
to an order of the Bankruptcy Court or is otherwise rejected as part of the Plan.


 


Modifications,
amendments, supplements and restatements to prepetition executory contracts and unexpired leases that have been executed by the
Debtors during the Chapter 11 Cases and actions taken in accordance therewith (i) do not alter in any way the prepetition
nature of the executory contracts and unexpired leases, or the validity, priority or amount of any Claims against the Debtors
that may arise under the same, (ii) are not and do not create postpetition contracts or leases, (iii) do not elevate
to administrative expense priority any Claims of the counterparties to the executory contracts and unexpired leases against any
of the Debtors and (iv) do not entitle any Entity to a Claim under any section of the Bankruptcy Code on account of the difference
between the terms of any prepetition executory contracts or unexpired leases and subsequent modifications, amendments, supplements
or restatements.


 




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Article
10

Provisions Regarding Governance of the Reorganized Debtors


 


Section
10.1.      Organizational Action


 


(a)                
On and after the Effective Date, the adoption, filing, approval and ratification, as necessary, of all limited liability
company, corporate or related actions contemplated hereby for each of the Reorganized Debtors, including the Restructuring Transactions,
shall be deemed authorized and approved in all respects. Without limiting the foregoing, such actions may include: (i) the adoption
and filing of an amendment to the New Certificate of Incorporation, (ii) the adoption of the New Bylaws, (iii) the adoption
and filing of the Reorganized Subsidiary Debtors’ Certificates of Formation and Operating Agreements, as applicable, (iv) the
election or appointment, as the case may be, of directors, officers, managers or managing members for the Reorganized Debtors,
(v) the issuance of the New Equity Securities, (vi) the Restructuring Transactions to be effectuated pursuant to the
Plan and (vii) the qualification of any Reorganized Debtors as foreign corporations if and wherever the conduct of business by
such entities requires such qualifications.


 


(b)                
All matters provided for herein involving the organizational structure of any Debtor or any Reorganized Debtor, or any
limited liability company or corporate action required by any Debtor or any Reorganized Debtor in connection with the Plan, shall
be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders or directors
of such Debtor or Reorganized Debtor or by any other stakeholder.


 


(c)                
On and after the Effective Date, the appropriate officers of each Reorganized Debtor and members of the board of directors,
board of managers or equivalent body of each Reorganized Debtor are authorized and directed to issue, execute, deliver, file and
record any and all agreements, documents, securities, deeds, bills of sale, conveyances, releases and instruments contemplated
by the Plan in the name of and on behalf of such Reorganized Debtor and to take such actions as may be necessary or appropriate
to effectuate and further evidence the terms and conditions of the Plan.


 


Section
10.2.      Organizational Documents


 


(a)                
The New Certificate of Incorporation and the New Bylaws shall be amended or deemed amended as may be required to be consistent
with the provisions of the Plan and the Bankruptcy Code including, among other purposes, to authorize the New Equity Securities.
After the Effective Date, the Reorganized Debtors may amend and restate their certificates of incorporation, limited liability
company agreements, or other analogous organizational documents, as applicable, as permitted by applicable law.


 


(b)                
Subject to the Restructuring Transactions, the Reorganized Subsidiary Debtors’ organizational documents in effect
before the Effective Date shall remain in effect after the Effective Date. After the Effective Date, any of the Reorganized Debtors
may file amended and restated certificates of incorporation (or other formation documents, if applicable) with the Secretary of
State in any appropriate jurisdiction.


 




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Section
10.3.      Directors and Officers of
the Reorganized Debtors


 


(a)                
Subject to the Restructuring Transactions, on the Effective Date, the management, control and operation of each Reorganized
Debtor shall become the general responsibility of the board of directors, members or managing members, as applicable, of such
Reorganized Debtor or other governing body as provided in the applicable governing documents.


 


(b)                
On the Effective Date, the term of the members of the Board shall expire and such members shall be replaced by the New
Board. The New Board will initially consist of seven (7) members: (i) the Chief Executive Officer of Reorganized Bonanza Creek;
(ii) one (1) director selected by the largest holder by amount of Notes Claims, (iii) one (1) director selected by the second
largest holder by amount of Notes Claims and (iv) four (4) directors selected by the Required Supporting Noteholders, in consultation
with Reorganized Bonanza Creek, at least one of which shall be independent. The New Board shall include a sufficient number of
independent directors to allow compliance with New York Stock Exchange rules regarding committee composition. Members of the New
Board shall serve one (1) year terms. The classification and composition of the New Board shall be consistent with the New Certificate
of Incorporation and the New Bylaws. In the Plan Supplement, to the extent known, the Debtors will disclose pursuant to section
1129(a)(5) of the Bankruptcy Code the identity and affiliations of the Persons proposed to serve on the New Board. The New Board
members shall serve from and after the Effective Date in accordance with applicable non-bankruptcy law and the terms of the New
Certificate of Incorporation and the New Bylaws.


 


(c)                
Subject to the Restructuring Transactions, and except as specified in the Plan Supplement, the managers, managing members
and members of the boards of directors, as applicable, of the Subsidiary Debtors before the Effective Date shall continue to serve
in their current capacities as of the Effective Date. The classification and composition of the managers, managing members and
members of the boards of directors, as applicable, of the Reorganized Subsidiary Debtors shall be consistent with the Reorganized
Subsidiary Debtors’ Certificates of Formation and Operating Agreements, as applicable. Each such director, manager or managing
member, as applicable, shall serve from and after the Effective Date in accordance with applicable non-bankruptcy law and the
terms of the relevant Reorganized Debtor’s constituent documents.


 


(d)                
Subject to the Restructuring Transactions and any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5)
of the Bankruptcy Code, and except as otherwise specified in the Plan Supplement, the principal officers of each Debtor immediately
before the Effective Date will be the officers of the corresponding Reorganized Debtor as of the Effective Date. Each such officer
shall serve from and after the Effective Date in accordance with applicable non-bankruptcy law and the terms of such Reorganized
Debtor’s constituent documents.


 




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Article
11

Effect of Confirmation


 


Section
11.1.      Vesting of Assets


 


Except
as otherwise provided in the Plan or in any contract, instrument, release or other agreement or document created pursuant to the
Plan or in the Confirmation Order, upon the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all property
(including all interests, rights and privileges related thereto) of each of the Debtors shall vest in each of the respective Reorganized
Debtors free and clear of all Claims, Liens, encumbrances, charges and other interests. All Liens, Claims, encumbrances, charges
and other interests shall be deemed fully released and discharged as of the Effective Date, except as otherwise provided in the
Plan or the Confirmation Order. Except as otherwise provided in the Plan or the Confirmation Order, as of the Effective Date,
the Reorganized Debtors may operate their businesses and may use, acquire and dispose of property and settle and compromise Claims
and Interests without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code, the
Bankruptcy Rules and the Local Rules and in all respects as if there were no pending cases under any chapter or provision of the
Bankruptcy Code with respect to the Debtors.


 


Section
11.2.      Release of Liens


 


Except
as otherwise provided in the Plan or in any contract, instrument, release or other agreement or document created pursuant to the
Plan or the Confirmation Order, on the Effective Date and concurrently with the applicable distributions made pursuant to the
Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective
Date in accordance with the Plan, all mortgages, deeds of trust, Liens, pledges or other security interests against any property
of the Estates shall be fully released, settled, discharged and compromised, and all rights, titles and interests of any holder
of such mortgages, deeds of trust, Liens, pledges or other security interests against any property of the Estates shall revert
to the Reorganized Debtors and their successors and assigns. The Reorganized Debtors shall be authorized to file any necessary
or desirable documents to evidence such release in the name of the party secured by such pre-Effective Date mortgages, deeds of
trust, Liens, pledges or other security interests.


 


Section
11.3.      Releases and Discharges


 


The
releases and discharges of Claims and Causes of Action described in the Plan, including releases by the Debtors and by holders
of Claims, constitute good-faith compromises and settlements of the matters covered thereby and are consensual. Such compromises
and settlements are made in exchange for consideration and are in the best interest of holders of Claims, are fair, equitable,
reasonable and are integral elements of the resolution of the Chapter 11 Cases in accordance with the Plan. Each of the discharge,
release, indemnification and exculpation provisions set forth in the Plan (i) is within the jurisdiction of the Bankruptcy
Court under sections 1334(a), 1334(b) and 1334(e) of title 28 of the United States Code, (ii) is an essential means of implementing
the Plan, (iii) is an integral and non-severable element of the transactions incorporated into the Plan, (iv) confers
a material benefit on, and is in the best


 




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interests
of, the Debtors, their Estates and their Creditors, (v) is important to the overall objectives of the Plan to finally resolve
all Claims among or against the parties-in-interest in the Chapter 11 Cases with respect to the Debtors, (vi) is fair, equitable
and reasonable and in exchange for good and valuable consideration and (vii) is consistent with sections 105, 1123, 1129
and other applicable provisions of the Bankruptcy Code.


 


Section
11.4.      Discharge and Injunction


 


(a)                
Except as otherwise specifically provided in the Plan or the Confirmation Order, the rights afforded in the Plan and the
payments and distributions to be made hereunder shall discharge all existing debts of, and Claims against, the Debtors and shall
terminate all Interests in the Debtors, as well as all interests of any kind, nature or description whatsoever in or against any
of the Debtors or any of their assets or properties to the fullest extent permitted by section 1141 of the Bankruptcy Code. Except
as otherwise specifically provided in the Plan or the Confirmation Order, upon the Effective Date, all existing Claims against
the Debtors and Interests in the Debtors shall be, and shall be deemed to be, discharged and terminated, and all holders of such
Claims and Interests (and all representatives, trustees or agents on behalf of each holder) shall be precluded and enjoined from
asserting against the Reorganized Debtors, their successors or assignees, or any of their assets or properties, any other or further
Claim or Interest based upon any act or omission, transaction or other activity of any kind or nature that occurred prior to the
Effective Date, whether or not the facts or legal bases therefore were known or existed prior to the Effective Date. The Confirmation
Order shall be a judicial determination of the discharge of all Claims against, liabilities of and Interests in the Debtors, subject
to the occurrence of the Effective Date.


 


(b)                
Upon the Effective Date and in consideration of the distributions to be made hereunder, except as otherwise specifically
provided in the Plan or the Confirmation Order, each holder (as well as any representatives, trustees or agents on behalf of each
holder) of a Claim or Interest and any Affiliate of such holder shall be deemed to have forever waived, released and discharged
the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from any and all Claims, Interests,
rights and liabilities that arose prior to the Effective Date. Upon the Effective Date, all such Persons and Entities shall be
forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting any such discharged
Claim against, or terminated Interest in, the Debtors.


 


(c)                
Except as otherwise specifically provided in the Plan or the Confirmation Order, all Persons or Entities who have held,
hold or may hold Claims or Interests that arose prior to the Effective Date and all other parties in interest, along with their
respective present or former employees, agents, officers, directors, principals, representatives and Affiliates, are permanently
enjoined, from and after the Effective Date, from (i) commencing or continuing in any manner any action or other proceeding
of any kind with respect to any such Claim (including, without limitation, a Section 510(b) Claim) against or Interest in the
Debtors, the Reorganized Debtors or property of any Debtors or Reorganized Debtors, other than to enforce any right to a distribution
pursuant to the Plan, (ii) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award,
decree or order against the Debtors, the Reorganized Debtors or property of any Debtors or Reorganized Debtors, other than to
enforce any right to a distribution pursuant to the Plan, (iii) creating, perfecting or enforcing any Lien or encumbrance
of any kind


 




    47


     

    

against
the Debtors or Reorganized Debtors or against the property or interests in property of the Debtors or Reorganized Debtors other
than to enforce any right to a distribution pursuant to the Plan or (iv) asserting any right of setoff, subrogation or recoupment
of any kind against any obligation due from the Debtors or Reorganized Debtors or against the property or interests in property
of the Debtors or Reorganized Debtors, with respect to any such Claim or Interest. Such injunction shall extend to any successors
or assignees of the Debtors and Reorganized Debtors and their respective properties and interest in properties.


 


Section
11.5.      Term of Injunction or Stays


 


Unless
otherwise provided herein, any injunction or stay arising under or entered during the Chapter 11 Cases under section 105 or 362
of the Bankruptcy Code or otherwise that is in existence on the Confirmation Date shall remain in full force and effect until
the later of the Effective Date and the date indicated in the order providing for such injunction or stay.


 


Section
11.6.      Exculpation


 


Pursuant
to the Plan, and except as otherwise specifically provided in the Plan or the Confirmation Order, none of the Released Parties
shall have or incur any liability to any holder of a Claim, Cause of Action or Interest for any act or omission in connection
with, related to or arising out of, the Chapter 11 Cases, the negotiation of any settlement or agreement, contract, instrument,
release or document created or entered into in connection with the Plan or in the Chapter 11 Cases (including the Plan Supplement
and the Restructuring Support Agreement and, in each case, any documents related thereto), the pursuit of confirmation of the
Plan, the consummation of the Plan, the preparation and distribution of the Disclosure Statement, the offer, issuance and distribution
of any securities issued or to be issued under or in connection with the Plan, any other prepetition or postpetition act taken
or omitted to be taken in connection with or in contemplation of the restructuring of the Debtors or the administration of the
Plan or the property to be distributed under the Plan, except for any act or omission that is determined in a Final Order to have
constituted willful misconduct (including, without limitation, actual fraud) or gross negligence. Each Released Party shall be
entitled to rely upon the advice of counsel concerning his, her or its duties pursuant to, or in connection with, the Plan.


 


Section
11.7.      Release by the Debtors


 


Pursuant
to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan (including ‎Section
11.11 of the Plan) or the Confirmation Order, on and after the Effective Date, for good and valuable consideration, including
their cooperation and contributions to the Chapter 11 Cases, the Released Parties shall be deemed released and discharged by the
Debtors, the Reorganized Debtors and their Estates from any and all Claims, obligations, debts, rights, suits, damages, Causes
of Action, remedies and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, asserted or unasserted, existing
or hereinafter arising, in law, equity or otherwise, whether for tort, fraud, contract, violations of federal or state laws or
otherwise, including Avoidance Actions, those Causes of Action based on veil piercing or alter-ego theories of 


 




    48


     

    

liability,
contribution, indemnification, joint liability or otherwise that the Debtors, the Reorganized Debtors, their 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 Entity or that any holder of a Claim or Interest or other Entity would have been
legally entitled to assert derivatively for or on behalf of the Debtors, their Estates or the Reorganized Debtors, based on or
relating to, or in any manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the Chapter 11 Cases, the
purchase, sale or rescission of the purchase or sale of any security of the 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 between
any Debtor and any Released Party excluding any assumed executory contract or lease, the restructuring of Claims and Interests
prior to or in the Chapter 11 Cases, the negotiation, formulation or preparation of the Plan, the Disclosure Statement, the Plan
Supplement, the Restructuring Support Agreement, the Loan Documents (as defined in the Exit RBL Facility Documents), the Exit
RBL Facility Documents, the Backstop Agreement, the Rights Offering Procedures, the Management Incentive Plan, the New Equity
Securities, or, in each case, related agreements, instruments or other documents, or upon any other act or omission, transaction,
agreement, event or other occurrence taking place on or before the Effective Date, other than claims or liabilities arising out
of or relating to any act or omission of a Released Party that is determined in a Final Order to have constituted willful misconduct,
actual fraud or gross negligence; provided, that if any Released Party directly or indirectly brings or asserts any Claim
or Cause of Action that has been released or is contemplated to be released pursuant to the Plan in any way arising out of or
related to any document or transaction that was in existence prior to the Effective Date against any other Released Party, and
such Released Party does not abandon such Claim or Cause of Action upon request, then the release set forth in this ‎Section
11.7 shall automatically and retroactively be null and void ab initio with
respect to the Released Party bringing or asserting such Claim or Cause of Action; provided further that the immediately
preceding proviso shall not apply to (i) any action by a Released Party in the Bankruptcy Court (or any other court determined
to have competent jurisdiction), including any appeal therefrom, to prosecute the amount, priority or secured status of any prepetition
or ordinary course administrative Claim against the Debtors or (ii) any
release or indemnification provided for in any settlement or granted under any other court order, provided that,
in the case of (i) through (ii), the Debtors shall retain all defenses related to any such action.


 


Section
11.8.      Voluntary Releases by the
Holders of Claims and Interests


 


Except
as otherwise specifically provided in the Plan or the Confirmation Order, on and after the Effective Date, for good and valuable
consideration, in each case excluding the Excluded Parties, (i) the RBL Agent; (ii) the RBL Lenders; (iii) holders of Notes
Claims; (iv) the Indenture Trustees; (v) NGL; (vi) holders of Claims and Interests; and (vii) as to each of the foregoing
Entities in clauses (i) through (vi), each such Entity’s predecessors, successors and assigns, subsidiaries, affiliates,
managed accounts or funds, and their current and former officers, directors, managers, partners, principals, shareholders, members,
employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives,
management 


 




    49


     

    

companies,
fund advisors, and other Professionals (in each case as to the foregoing Entities in clauses (i) through (vii), solely in their
capacity as such) (collectively, the “Releasing Parties”) shall be deemed to have conclusively, absolutely, unconditionally,
irrevocably and forever, released and discharged the Released Parties from any and all Claims, interests, obligations, debts,
rights, suits, damages, Causes of Action, remedies and liabilities whatsoever, whether known or unknown, foreseen or unforeseen,
asserted or unasserted, existing or hereinafter arising, in law, equity or otherwise, whether for tort, fraud, contract, violations
of federal or state laws or otherwise, including those Avoidance Actions, Causes of Action based on veil piercing or alter-ego
theories of liability, contribution, indemnification, joint liability or otherwise that such Entity would have been legally entitled
to assert (whether individually or collectively), based on or relating to, or in any manner arising from, in whole or in part,
the Debtors, the Reorganized Debtors, the Estates, the restructuring, the Chapter 11 Cases, the purchase, sale or rescission of
the purchase or sale of any 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 between any
Debtor and any Released Party excluding any assumed executory contract or lease, the restructuring of Claims and Interests prior
to or in the Chapter 11 Cases, the negotiation, formulation or preparation of the Plan, the Disclosure Statement, the Restructuring
Support Agreement, the Plan Supplement, the Exit RBL Facility Documents, the Management Incentive Plan, the Backstop Agreement,
the Rights Offering Procedures, the New Equity Securities, or, in each case, related agreements, instruments or other documents,
or upon any other act or omission, transaction, agreement, event or other occurrence taking place on or before the Effective Date,
other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a
Final Order to have constituted willful misconduct (including, without limitation, actual fraud) or gross negligence; provided
that any holder of a Claim or Interest that elects to opt out of the releases contained in this Section 11.8 shall not receive
the benefit of the releases set forth in this Section 11.8 (even if for any reason otherwise entitled).


 


Section
11.9.      Injunction


 


Except
as otherwise specifically provided in the Plan or the Confirmation Order, all Persons and Entities who have held, hold or may
hold Claims, interests, Causes of Action, Interests or liabilities that: (i) are subject to compromise and settlement pursuant
to the terms of the Plan; (ii) have been released pursuant to ‎Section
11.7 hereof; (iii) have been released pursuant to ‎Section
11.8 hereof; (iv) are subject to exculpation pursuant to ‎Section
11.6 hereof, including exculpated claims (but only to the extent of the exculpation provided in ‎Section
11.6 hereof); or (v) are otherwise stayed or terminated pursuant to the terms of the Plan, are permanently enjoined and precluded,
from and after the Effective Date, from: (A) commencing or continuing in any manner any action or other proceeding of any
kind, whether directly, derivatively or otherwise, including on account of any claims, interests, Causes of Action or liabilities
that have been compromised or settled against any Released Party (or the property or estate of any Released Party) on account
of or in connection with or with respect to any released, settled, compromised, or exculpated Claims, interests, Causes of Action
or liabilities; (B) enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or
order against any Released Party or its 


 




    50


     

    

property
on account of or in connection with or with respect to any such released, settled, compromised, or exculpated Claims, interests,
Causes of Action, or liabilities; (C) creating, perfecting or enforcing any Lien, Claim, or encumbrance of any kind against
any Released Party or its property on account of or in connection with or with respect to any such released, settled, compromised,
or exculpated Claims, interests, Causes of Action, or liabilities; (D) asserting any right of setoff, subrogation, or recoupment
of any kind against any obligation due from any Released Party or its property on account of or in connection with or with respect
to any such released, settled, compromised, or exculpated Claims, interests, Causes of Action or liabilities (unless such holder
has filed a timely Proof of Claim with the Bankruptcy Court preserving the right of setoff pursuant to section 553 of the Bankruptcy
Code or otherwise); and (E) commencing or continuing in any manner any action or other proceeding of any kind against any
Released Party or its property on account of or in connection with or with respect to any such released, settled, compromised,
or exculpated Claims, interests, Causes of Action, or liabilities released, settled or compromised pursuant to the Plan; provided
that nothing contained herein shall preclude a Person or Entity from obtaining benefits directly and expressly provided to
such Person or Entity pursuant to the terms of the Plan; provided, further, that nothing contained herein shall
be construed to prevent any Person or Entity from defending against claims objections or collection actions whether by asserting
a right of setoff or otherwise to the extent permitted by law.


 


Section
11.10.  Setoff and Recoupment


 


The
Debtors and the Reorganized Debtors may, but shall not be required to, set off or recoup against any Claim and any Cash distribution
to be made on account of such Claim, any and all Claims, rights and Causes of Action of any nature that the Debtors may have against
the holder of such Claim pursuant to the Bankruptcy Code or applicable non-bankruptcy law; provided, however, that
neither the failure to effect such a setoff or recoupment nor the allowance of any Claim shall constitute a waiver, abandonment
or release by the Debtors or the Reorganized Debtors of any such Claims, rights and Causes of Action that the Debtors or the Reorganized
Debtors may have against the holder of such Claim.


 


Section
11.11.  Preservation of Causes of Action


 


(a)                
Except as expressly provided in this ‎Article 11 or the Confirmation Order, nothing contained in the Plan or
the Confirmation Order shall be deemed to be a waiver or relinquishment of any rights or Causes of Action that the Debtors, the
Reorganized Debtors or the Estates may have or that the Reorganized Debtors may choose to assert on behalf of their respective
Estates under any provision of the Bankruptcy Code or any applicable non-bankruptcy law, including, without limitation, (i) any
and all Causes of Action or Claims against any Person or Entity, to the extent such Person or Entity asserts a crossclaim, counterclaim
and/or claim for setoff that seeks affirmative relief against the Debtors, the Reorganized Debtors, their officers, directors
or representatives or (ii) the turnover of any property of the Estates to the Debtors.


 


(b)                
Except as set forth in this ‎Article 11 or the Confirmation Order, nothing contained in the Plan or the Confirmation
Order shall be deemed to be a waiver or relinquishment of any rights or Causes of Action that the Debtors had immediately prior
to the Petition Date or the


 




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Effective
Date against or regarding any Claim left Unimpaired by the Plan. The Reorganized Debtors shall have, retain, reserve and be entitled
to assert all such rights and Causes of Action as fully as if the Chapter 11 Cases had not been commenced, and all of the Reorganized
Debtors’ legal and equitable rights respecting any Claim left Unimpaired by the Plan may be asserted after the Confirmation
Date to the same extent as if the Chapter 11 Cases had not been commenced.


 


(c)                
Except as set forth in this ‎Article 11 or the Confirmation Order, nothing contained in the Plan or the Confirmation
Order shall be deemed to release any post-Effective Date obligations of any party under the Plan, or any document, instrument
or agreement (including those set forth in the Plan Supplement) executed to implement the Plan.


 


Section
11.12.  Compromise and Settlement of Claims and Controversies


 


Pursuant
to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the distributions and other
benefits provided pursuant to the Plan, the provisions of the Plan shall constitute a good-faith compromise of all Claims, Causes
of Action and controversies relating to the contractual, legal and subordination rights that a holder of an Allowed Claim or Interest
may have against any Debtor, or any distribution to be made on account of such an Allowed Claim. Pursuant to sections 363 and
1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the benefits provided under the Plan and as a mechanism
to effect a fair distribution of value to the Debtors’ constituencies, except as set forth in the Plan, the provisions of
the Plan shall also constitute a good-faith compromise of all Claims, Causes of Action and controversies by any Debtor against
any other Debtor. In each case, the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of
the compromise or settlement of all such Claims or controversies and the Bankruptcy Court’s finding that such compromise
or settlement is in the best interests of the Debtors, their Estates and the holders of such Claims and is fair, equitable and
reasonable. In accordance with the provisions of the Plan, pursuant to sections 363 and 1123 of the Bankruptcy Code and Bankruptcy
Rule 9019(a), without any further notice or action, order or approval of the Bankruptcy Court, the Debtors may compromise and
settle Claims against them and Causes of Action against other Entities and after the Effective Date, such right shall pass to
the Reorganized Debtors.


 


Article
12

Conditions Precedent to Confirmation and Effectiveness of the Plan


 


Section
12.1.      Conditions to Confirmation


 


Confirmation
of the Plan will not occur unless each of the following conditions has been satisfied or waived in accordance with ‎Section
12.3 of the Plan:


 


(a)                
The Confirmation Order shall be entered; and


 


(b)                
The Plan Supplement and all of the schedules, documents and exhibits contained therein shall have been filed.


 




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Section
12.2.      Conditions to Effectiveness


 


The
following are conditions precedent to the occurrence of the Effective Date, each of which must be satisfied on or prior to the
Effective Date or waived in accordance with ‎Section 12.3
of the Plan:


 


(a)                
The Confirmation Order shall have been entered and shall not be subject to a stay nor have been rescinded, vacated or reversed
on appeal;


 


(b)                
The Restructuring Support Agreement shall not have been terminated by any of the parties thereto and, whether or not the
Restructuring Support Agreement has been terminated, no event giving rise to a termination event thereunder shall have occurred
and be continuing;


 


(c)                
The conditions to the obligations of the Backstop Parties and the Debtors under the Backstop Agreement shall have been
satisfied or waived in accordance with the terms of the Backstop Agreement (other than the condition that the Effective Date shall
have occurred), and the Backstop Agreement shall be in full force and effect and binding on all parties thereto;


 


(d)                
The Rights Offering shall have been consummated in all material respects in accordance with Rights Offering Procedures
and the Backstop Agreement, and no event giving rise to a termination event thereunder shall have occurred and be continuing;


 


(e)                
The Debtors shall have implemented the Restructuring Transactions and all transactions contemplated by this Plan and the
RSA, in a manner consistent in all respects with the RSA and the Plan;


 


(f)                
All reasonable and documented fees and expenses of the Supporting Noteholders and NGL payable under the Restructuring Support
Agreement shall have been paid in full in cash in accordance with the terms of the Restructuring Support Agreement;


 


(g)                
All documents and agreements necessary to implement the Plan, including the Plan Supplement, shall be in form and substance
reasonably acceptable to the Required Supporting Noteholders and shall have been executed;


 


(h)                
The New NGL Agreement shall be in form and substance reasonably acceptable to NGL and the Required Supporting Noteholders
and shall have been executed;


 


(i)                
Any amendments, modifications or supplements to the Plan that adversely affect the New NGL Agreement shall be in form and
substance acceptable to NGL;


 


(j)                
The Debtors shall have received all authorizations, consents, regulatory approvals, rulings, letters, no-action letters,
opinions or documents that are necessary to implement the Plan and that are required by law, regulation or order; and


 


(k)                
Each of the New Certificate of Incorporation, the New Bylaws, the Reorganized Subsidiary Debtors’ Certificates of
Incorporation, the Reorganized Subsidiary Debtors’ Certificates of Formation, the Reorganized Subsidiary Debtors’
Operating Agreements, as applicable, will be in full force and effect as of the Effective Date.


 




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Section
12.3.      Waiver of Conditions to Confirmation
or Effectiveness


 


The
Debtors, with the prior written consent of the Required Supporting Noteholders, may waive any of the conditions set forth in ‎Section
12.1 or ‎Section 12.2 hereof at any time, without any notice
to other parties-in-interest or the Bankruptcy Court and without any formal action other than proceeding to confirm and/or consummate
the Plan. The failure to satisfy any condition before the Confirmation Date or the Effective Date may be asserted by the Debtors
as a reason not to seek Confirmation or declare an Effective Date, regardless of the circumstances giving rise to the failure
of such condition to be satisfied (including any action or inaction by the Debtors, in their sole discretion). The failure of
the Debtors or the Required Supporting Noteholders to exercise any of the foregoing rights shall not be deemed a waiver of any
other rights, and each such right shall be deemed an ongoing right, which may be asserted at any time.


 


Article
13

Modification, Revocation or Withdrawal of the Plan


 


Section
13.1.      Plan Modifications


 


(a)                
Subject to certain restrictions and requirements set forth in section 1127(a) of the Bankruptcy Code and Bankruptcy Rule
3019, and those restrictions on modifications set forth in the Plan, the Debtors may alter, amend or modify the Plan, including
the Plan Supplement, without additional disclosure pursuant to section 1125 of the Bankruptcy Code prior to the Confirmation Date,
provided that any such alteration, amendment or modification shall be reasonably acceptable to the Required Supporting
Noteholders and consistent with the Restructuring Support Agreement. After the Confirmation Date and before substantial consummation
of the Plan, the Debtors may institute proceedings in the Bankruptcy Court pursuant to section 1127(b) of the Bankruptcy Code
to remedy any defect or omission or reconcile any inconsistencies in the Plan, including the Plan Supplement, the Disclosure Statement
or the Confirmation Order relating to such matters as may be necessary to carry out the purposes and effects of the Plan.


 


(b)                
After the Confirmation Date, but before the Effective Date, the Debtors, with the consent of the Required Supporting Noteholders,
may make appropriate technical adjustments and modifications to the Plan, including the Plan Supplement, without further order
or approval of the Bankruptcy Court; provided that such adjustments and modifications do not materially and adversely affect
the treatment of holders of Claims or Interests.


 


Section
13.2.      Revocation or Withdrawal of
the Plan and Effects of Non-Occurrence of Confirmation or Effective Date


 


The
Debtors, with the consent of the Required Supporting Noteholders for so long as the Restructuring Support Agreement has not been
terminated in accordance with its terms, reserve the right to revoke, withdraw or delay consideration of the Plan before the Confirmation
Date, either entirely or as to any one or more of the Debtors. If the Plan is revoked, withdrawn or delayed as to fewer than all
of the Debtors, such revocation, withdrawal or delay shall not affect the enforceability of the Plan as it relates to the Debtors
for which the Plan is not revoked, withdrawn or delayed. If the Debtors revoke or withdraw the Plan in its entirety or if the


 




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Confirmation
Date or the Effective Date does not occur, then, absent further order of the Bankruptcy Court, (i) the Plan shall be null
and void in all respects, (ii) any settlement or compromise not previously approved by Final Order of the Bankruptcy Court
embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Interest or Class of Claims or Interests),
assumption or rejection of executory contracts or leases effected by the Plan and any document or agreement executed pursuant
hereto, shall be deemed null and void and (iii) nothing contained in the Plan shall (A) constitute a waiver or release
of any Claims by or against, or any Interests in, such Debtors or any other Person or Entity, (B) prejudice in any manner
the rights of such Debtors or any other Person or Entity or (C) constitute an admission of any sort by the Debtors or any
other Person or Entity.


 


If
the Effective Date does not occur, the Bankruptcy Court shall retain jurisdiction over any request to extend the deadline for
assuming or rejecting executory contracts or unexpired leases.


 


Article
14

Retention of Jurisdiction by the Bankruptcy Court


 


On
and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction, to the fullest extent permissible under
law, over all matters arising out of and related to the Chapter 11 Cases for, among other things, the following purposes:


 


(a)                
To hear and determine all matters relating to the assumption or rejection of executory contracts or unexpired leases, including
whether a contract or lease is or was executory or expired, and the allowance of Cure amounts and Claims resulting therefrom;


 


(b)                
To hear and determine any motion, adversary proceeding, application, contested matter or other matter pending on the Effective
Date;


 


(c)                
To hear and determine all matters relating to the allowance, disallowance, liquidation, classification, priority or estimation
of any Claim against any of the Debtors;


 


(d)                
To ensure that distributions to holders of Allowed Claims are accomplished as provided herein;


 


(e)                
To hear and determine all applications for compensation and reimbursement of Professional Fee Claims;


 


(f)                
To hear and determine any application to modify the Plan in accordance with section 1127 of the Bankruptcy Code, to remedy
any defect or omission or reconcile any inconsistency in the Plan, the Disclosure Statement or any order of the Bankruptcy Court,
including the Confirmation Order, in such a manner as may be necessary to carry out the purposes and effects thereof;


 


(g)                
To grant any consensual request to extend the deadline for assuming or rejecting Unexpired Leases pursuant to section 365(d)(4)
of the Bankruptcy Code;


 




    55


     

    

(h)                
To hear and determine disputes arising in connection with the interpretation, implementation or enforcement of the Plan,
the Confirmation Order, any transactions or payments contemplated hereby or any agreement, instrument or other document governing
or relating to any of the foregoing;


 


(i)                
To issue injunctions, enter and implement other orders and take such other actions as may be necessary or appropriate to
restrain interference by any person with the consummation, implementation or enforcement of the Plan, the Confirmation Order or
any other order of the Bankruptcy Court;


 


(j)                
To issue such orders as may be necessary to construe, enforce, implement, execute and consummate the provisions of (a)
contracts, instruments, releases, indentures, and other agreements or documents approved by Final Order in the Chapter 11 Cases
and (b) the Plan, the Confirmation Order, and contracts, instruments, releases, indentures, and other agreements or documents
created in connection with the Plan;


 


(k)                
To enter, implement or enforce such orders as may be appropriate in the event the Confirmation Order is for any reason
stayed, reversed, revoked, modified or vacated;


 


(l)                
To hear and determine matters concerning state, local and federal taxes in accordance with sections 346, 505 and 1146 of
the Bankruptcy Code (including the expedited determination of tax under section 505(b) of the Bankruptcy Code);


 


(m)                
To hear and determine any other matters related to the Plan and not inconsistent with the Bankruptcy Code;


 


(n)                
To determine any other matters that may arise in connection with or are related to the Plan, the Disclosure Statement,
the Confirmation Order, any of the Plan Documents or any other contract, instrument, release or other agreement or document related
to the Plan, the Disclosure Statement or the Plan Supplement; provided that the Bankruptcy Court shall not retain jurisdiction
over disputes concerning documents contained in the Plan Supplement that have a jurisdictional, forum selection or dispute resolution
clause that refers disputes to a different court and any disputes concerning documents contained in the Plan Supplement shall
be governed in accordance with the provisions of such documents;


 


(o)                
To recover all assets of the Debtors and property of the Debtors’ Estates, which shall be for the benefit of the
Reorganized Debtors, wherever located;


 


(p)                
To hear and determine all disputes involving the existence, nature or scope of the Debtors’ discharge;


 


(q)                
To hear and determine any rights, Claims or Causes of Action held by or accruing to the Debtors or the Reorganized Debtors
pursuant to the Bankruptcy Code or pursuant to any federal or state statute or legal theory;


 


(r)                
To enforce all orders, judgments, injunctions, releases, exculpations, indemnifications and rulings entered in connection
with the Chapter 11 Cases with respect to any Person or Entity;


 




    56


     

    

(s)                
To hear any other matter not inconsistent with the Bankruptcy Code; and


 


(t)                
To enter a final decree closing the Chapter 11 Cases.


 


Unless
otherwise specifically provided herein or in a prior order of the Bankruptcy Court, the Bankruptcy Court shall have exclusive
jurisdiction to hear and determine disputes concerning Claims against the Debtors that arose prior to the Effective Date.


 


Article
15

Miscellaneous


 


Section
15.1.      Exemption from Transfer Taxes
and Recording Fees


 


Pursuant
to section 1146(a) of the Bankruptcy Code, the issuance, Transfer or exchange of notes or equity securities under the Plan, the
creation, the filing or recording of any mortgage, deed of trust or other security interest, the making, assignment, filing or
recording of any lease or sublease, the transfer of title to or ownership of any of the Debtors’ interests in any property,
or the making or delivery of any deed or other instrument of transfer under, in furtherance of, or in connection with the Plan,
including, without limitation, the Plan Documents, the New Equity Securities and any agreements of consolidation, deeds, bills
of sale or assignments executed in connection with any of the transactions contemplated under the Plan, shall not be subject to
any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer
tax, mortgage recording tax, Uniform Commercial Code filing or recording fee or other similar tax or governmental assessment in
the United States. The Confirmation Order shall direct the appropriate federal, state or local governmental officials or agents
to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or governmental assessment.


 


Section
15.2.      Expedited Tax Determination


 


The
Reorganized Debtors may request an expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns
filed for or on behalf of such Debtors or Reorganized Debtors for all taxable periods ending on or before the Effective Date.


 


Section
15.3.      Payment of Statutory Fees


 


All
fees payable pursuant to section 1930(a) of title 28 of the United States Code and/or section 3717 of title 31 of the United States
Code, as determined by the Bankruptcy Court, shall be paid for each quarter (including any fraction thereof) until the Chapter
11 Cases are converted, dismissed or closed, whichever occurs first.


 


Section
15.4.      Plan Supplement


 


Draft
forms of certain Plan Documents and certain other documents, agreements, instruments, schedules and exhibits specified in the
Plan shall, where expressly so provided for in the Plan, be contained in the Plan Supplement and filed from time to time. Unless
otherwise expressly provided in the Plan, the Debtors shall file the Plan Supplement five (5) days prior to


 




    57


     

    

the Voting
Deadline and may alter, modify or amend any Plan Supplement document in accordance with ‎Section
13.1 of the Plan.


 


Section
15.5.      Claims against Other Debtors


 


Nothing
in the Plan or the Disclosure Statement or any document or pleading filed in connection therewith shall constitute or be deemed
to constitute an admission that any of the Debtors are subject to or liable for any Claim against any other Debtor.


 


Section
15.6.      Substantial Consummation


 


On
the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy
Code.


 


Section
15.7.      Section 1125 of the Bankruptcy
Code


 


As
of and subject to the occurrence of the Confirmation Date: (i) the Debtors shall be deemed to have solicited acceptances of the
Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code, including, without limitation, sections
1125(a) and 1125(e) of the Bankruptcy Code, and any applicable non-bankruptcy law, rule or regulation governing the adequacy of
disclosure in connection with such solicitation and (ii) the Debtors and each of their respective Affiliates, agents, directors,
officers, employees, advisors and attorneys shall be deemed to have participated in good faith and in compliance with the applicable
provisions of the Bankruptcy Code in the offer and issuance of any securities under the Plan and, therefore, are not, and on account
of such offer, issuance and solicitation shall not be, liable at any time for any violation of any applicable law, rule or regulation
governing the solicitation of acceptances or rejections of the Plan or the offer and issuance of any securities under the Plan.


 


Section
15.8.      Nonseverability


 


If,
before Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable,
the Bankruptcy Court, at the request of the Debtors, which request shall be reasonably acceptable to the Required Supporting Noteholders,
shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such terms or provision
shall then be applicable as altered or interpreted provided that any such alteration or interpretation shall be reasonably acceptable
to the Debtors and the Required Supporting Noteholders and fully in compliance with the Restructuring Support Agreement. The Confirmation
Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been
altered or interpreted in accordance with the foregoing, is: (a) valid and enforceable pursuant to its terms; (b) integral to
the Plan and may not be deleted or modified without the consent of the Debtors and Required Supporting Noteholders; and (c) non-severable
and mutually dependent.


 




    58


     

    

Section
15.9.      Governing Law


 


Except
to the extent that the Bankruptcy Code, the Bankruptcy Rules, the Local Rules or other federal law is applicable, or to the extent
the Plan, an exhibit or a schedule hereto, a Plan Document or any settlement incorporated herein provides otherwise, the rights,
duties and obligations arising under the Plan shall be governed by, and construed and enforced in accordance with, the laws of
the State of New York, without giving effect to the principles of conflict of laws thereof.


 


Section
15.10.  Binding Effect


 


The
Plan shall be binding upon and inure to the benefit of the Debtors, the Reorganized Debtors, all present and former holders of
Claims against the Debtors or Interests in the Debtors and their respective heirs, executors, administrators, successors and assigns.


 


Section
15.11.  Notices


 


To
be effective, any notice, request or demand to or upon, as applicable, the Debtors, the RBL Agent or the Supporting Noteholders
must be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually
received and confirmed by the relevant party as follows:


 


If to the
Debtors or the Reorganized Debtors:


 





	 	Bonanza Creek, Inc.	 	 
	 	410 17th Street, Suite 1400	 
	 	Denver, Colorado	 	 










	 	Attention:	Skip Marter (smarter@bonanzacrk.com)
	 	 	 	 
	 	with a copy to:
	 	 
	 	Davis Polk & Wardwell LLP
	 	450 Lexington Avenue
	 	New York, New York 10017	 










	 	Attention:	Marshall S. Huebner (marshall.huebner@davispolk.com)	 
	 	 	Brian M. Resnick (brian.resnick@davispolk.com)	 
	 	 	Daniel M. Silberger (daniel.silberger@davispolk.com)	 
	 	Telephone:  	(212) 450-4000	 
	 	Facsimile:  	(212) 607-7983	 
	 	 	 	 
	 	-and-	 	 
	 	 	 	 
	 	Richards, Layton & Finger, P.A.	 
	 	One Rodney Square	 
	 	920 North King Street	 
	 	Wilmington, Delaware 19801	 










	 	Attention:	Mark C. Collins (collins@rlf.com)	 
	 	 	Amanda R. Steele (steele@rlf.com)	 







 





 




    59


     

    

 


	 	 	Brendan J. Schlauch (schlauch@rlf.com)	 










	 	Telephone:  	(302) 651-7700	 
	 	Facsimile:  	(302) 651-7701	 
	 	 	 	 
	If to the Supporting Noteholders:	 	 
	 	 	 
	 	Kirkland & Ellis LLP	 	 
	 	601 Lexington Avenue	 
	 	New York, New York 10022	 







	 	Attention:	Edward Sassower, P.C. (edward.sassower@kirkland.com)	 
	 	Telephone:  	(212) 446-4733	 
	 	Facsimile:  	(212) 446-4900	 
	 	 	 	 
	 	-and-	 	 
	 	 	 	 
	 	300 North LaSalle	 
	 	Chicago, Illinois 60654	 







	 	Attention:	Steven N. Serajeddini (steven.serajeddini@kirkland.com)	 
	 	Telephone:	(312) 862-2761	 
	 	Facsimile:	(312) 862-2200	 
	 	 	 	 
	 	If to the RBL Agent:	 	 
	 	 	 	 
	 	Bracewell LLP	 	 
	 	711 Louisiana Street Suite 2300	 
	 	Houston, Texas 77002

                    

                    
	 










	 	Attention:	Trey Wood (trey.wood@bracewelllaw.com)	 
	 	 	Dewey Gonsoulin (dewey.gonsoulin@bracewelllaw.com)	 
	 	Telephone:  	(713) 221-1110	 
	 	Facsimile:  	(713) 221-2121	 








Section
15.12.  Reservation of Rights


 


Except
as expressly set forth herein, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation
Order. Before the Effective Date, none of the filing of the Plan, any statement or provision contained herein or the taking of
any action by the Debtors related to the Plan shall be or shall be deemed to be an admission or waiver of any rights of the Debtors
of any kind, including as to the holders of Claims or Interests or as to any treatment or classification of any contract or lease.


 


Section
15.13.  Further Assurances


 


The
Debtors, the Reorganized Debtors and all holders of Claims receiving distributions hereunder and all other parties in interest
may and shall, from time to time, prepare, execute and deliver any agreements or documents and take any other actions as may be
necessary or advisable to effectuate the provisions and intent of the Plan.


 




    60


     

    







 


		Dated:	Denver, Colorado

                                         [•], 2016



 


 






	 	 	 	Respectfully
                    submitted, 

                     

                    Bonanza
                    Creek Energy, Inc. (for itself and on behalf of all Debtors)
	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:		 
	 	 	 	 	Name:	Richard
    Carty	 
	 	 	 	 	Title:	President
    and Chief Executive Officer	 
	 	 	 	 	 	 	 


 




    61


     

    

Schedule
9.2(a)


 


Executory
Contracts and Unexpired Leases to Be Assumed


 


[TO COME]


 




    


     

    

Schedule
9.2(b)


 


Executory
Contracts and Unexpired Leases to Be Rejected


 


[TO COME]


 




    


     

    







 


 


 


 


 





EXHIBIT B to the Restructuring Support Agreement


 


Rights
Offering Term Sheet


  


 


 


 






    


     


    

  





RIGHTS
OFFERING TERM SHEET


 


	Issuer	Reorganized
    Bonanza Creek1
	Amount	Pursuant
    to and in accordance with the terms of the Plan, Reorganized Bonanza Creek shall issue Subscription Rights to acquire $200 million
    (the “Rights Offering Amount”) in New Common Stock (the “Rights Offering Shares”) based
    on a 25% discount to the lesser of: (a) the Plan value of equity or (b) the implied post-money equity value of the Company
    assuming a $500 million enterprise value (the “Rights Offering Price”).
	Participation	The
    Subscription Rights shall be issued exclusively to holders of Class 1D and Classes 3D-7D General Unsecured Claims.  In
    addition to any distribution of New Common Stock or other recovery provided for under the Plan, each holder of a Class 1D
    and Classes 3D-7D General Unsecured Claim shall receive its Ratable Share of the Subscription Rights in exchange for such
    Claim.  Subscription Rights shall only be transferrable:  (a) together with the applicable underlying
    Class 1D and Classes 3D-7D General Unsecured Claim to another then-existing holder of Subscription Rights; or (b) to
    an affiliate of the holder of the underlying Class 1D and Classes 3D-7D General Unsecured Claim.
	Backstop
    Commitment	Certain
    holders of Notes Claims (the “Backstop Parties”) will agree (the “Backstop Commitment”),
    severally and not jointly, to:  (a) fully exercise all Subscription Rights that are issued to it pursuant to the
    Rights Offering and in accordance with the Plan; and (b) purchase, and Reorganized Bonanza Creek shall agree to sell
    to such Backstop Party, on the Plan Effective Date, its pro rata share of any unsubscribed Rights Offering Shares.
	Backstop
    Fee	In
    exchange for providing the Backstop Commitment, the Backstop Parties shall receive a Backstop Fee equal to 6% of the Rights
    Offering Amount, payable in New Common Stock at the Rights Offering Price.  The Backstop Fee shall be earned, nonrefundable,
    and non-avoidable upon entry of a final order (the “Approval Order”) by the Bankruptcy Court approving
    the Approval Motion and shall constitute an Administrative Expense Claim under the Plan.  The Debtors shall pay
    the Backstop Fee on the Plan Effective Date.
	Termination
    Fee	Except
        as agreed by Bonanza Creek and the Backstop Parties in the Definitive Documentation, upon termination of the Backstop
        Commitment, the Backstop Parties shall receive a fee (the “Termination Fee”) equal to 4% of the Rights
        Offering Amount, payable in cash. The Termination Fee shall be earned and payable immediately upon termination of the
        Backstop Commitment and shall constitute an Administrative Expense Claim under the Plan.

         

        For
        the avoidance of doubt, the Backstop Parties shall be entitled to either the Backstop Fee or the Termination Fee, but
        not both.

        






 


 


 


 


 


 


 









		1	Capitalized
                                         terms used but not otherwise defined in this Rights Offering Term Sheet have the meanings
                                         given to them in the Restructuring Support and Lock-Up Agreement (the “Agreement”),
                                         dated as of December 23, 2016, to which this Rights Offering Term Sheet is attached as
                                         Exhibit B, or the Plan attached to the Agreement as Exhibit A,
                                         as applicable.






 




    


     


    

EXHIBIT
C to the Restructuring Support Agreement


 


NGL Term
Sheet


 




    


     


    




 





1 New Contract Term Sheet (12/17/16) Transaction Term Volume  Jan - 17 to Dec - 19 (first 3 years) Wellhead Differential  100% of 1 - rig program vol. capped at 20k  bbls /d  No MVC in 2017  MVC to be based on 90% of risked PDP plus 90% of growth wedge under a 1 - rig plan  Over - delivery/under - delivery will be assessed every six months, starting on June 30,  2018  Over - delivery  during the prior six - month period will be credited to banked dollars and, when applicable as described below, will reduce  Bonanza’s remaining MVC commitments on a go - forward basis  Under - delivery  during the prior six - month period will be cured by either a reduction in previously banked dollars or by a cash payment to NGL  For  example, if the wellhead differential averaged $4.25 for 1H 2018 and Bonanza over - delivered 10,000 total barrels for the period, resulting in a banked credit of $42,500, then under - delivered 5,000 total barrels in 2H 2018 at an average differential of $5.00 , the  previously banked $42,500 credit would be reduced to a banked credit of $17,500 to account for the increased differential dur ing the  under - delivery  period  In  the event Bonanza delivers, in - full, the total 6 - year MVC before December 31, 2023, the MVC will at such time go to “0  bbls ” for the  remainder of the term (however all other elements of the contract will remain in full force and effect )   WTI less   $4.25 Plus  (0.1 x (NYMEX  CMA*  - $50.00 ))  $ 4.25 min, $7.00 max  differential Extension  After 7 years, Bonanza has option to extend the contract for 20k  bbls /d on fair and  reasonable market  terms at that time Part 1 Part 2 Term Volume Wellhead Differential  Jan - 20  to  Dec - 23  (4 years)  100 %  of 1 - rig program vol. capped at 20k  bbls /d  Agreed  upon MVC and crediting mechanism to remain in place  WTI  less  $5.25 Plus  (0.1 x (NYMEX  CMA*  - $55.00 ))  $5.25 min, $7.25 max differential *Determined monthly based on NYMEX CMA  settlement ** Deduction applies to entire 7 - year term and pipe - delivered barrels only plus subsequent extension if elected by  Bonanza  New contract in connection with a prepackaged restructuring  Replaces claims under original  agreement  Parent  Guarantee  – no security  interest Crude Gathering Option**  If BCEI builds pipe gathering to Riverside during contract term:  $ 1.50  bbl differential deduct for deliveries  up to 10k  bbls /d  $ 1.25  bbl differential deduct for deliveries > 10k  bbls /d Confidential Draft; Subject to Material Revision;  Subject to F.R.E. 408 Other








 







    


     


    

 


EXHIBIT
D to the Restructuring Support Agreement


 


Form of
Joinder Agreement


 



    


     


    

 






Joinder
Agreement


 


[_________],
2016


 


The
undersigned (“Transferee”) hereby acknowledges that it has read and understands the Restructuring Support
Agreement, dated as of [___], 2016, a copy of which is attached hereto as Annex I (as it may be amended, supplemented, or
otherwise modified from time to time, the “Restructuring Support Agreement”),1 by and
among the Company Parties and the Supporting Noteholders.


 


1.       Agreement
to be Bound. The Transferee hereby agrees to be bound by all of the terms of the Restructuring Support Agreement. The Transferee
shall hereafter be deemed to be a “Supporting Noteholder” and a “Party” for all purposes under the Restructuring
Support Agreement.


 


2.       Representations
and Warranties. With respect to the aggregate 2021 Notes Claims and 2023 Notes Claims set forth below its name on the signature
page hereof, the Transferee hereby makes the representations and warranties of the Supporting Noteholders set forth in Section
‎4.05 of the Restructuring Support Agreement to each other Party.


 


3.       Governing
Law. This joinder agreement (the “Joinder Agreement”) to the Restructuring Support Agreement shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of
law provisions which would require the application of the law of any other jurisdiction.


 


* * * * *


 


[Remainder
of Page Intentionally Left Blank]


 


 


 


 


 


 


 


 


 


 










 









		1	Capitalized
                                         terms used and not otherwise defined herein shall have the meanings set forth in the
                                         Restructuring Support Agreement.


 


 




    


     


    

IN WITNESS
WHEREOF, the Transferee has caused this Joinder Agreement to be executed as of the date first written above.


 





	Name of
    Transferor:  	 	 
	 	 	 
	Name of Transferee:  	 	 




 





	 	 
	By:	 	 
	 	 	 
	Name:

        
	 	 
	 	 
	Title:	 	 




 


 





Principal Amount of
Commitments Transferred (if any): $__________________


 


Amount of 2021 Notes Transferred
(if any): $__________________


 


Amount of 2023 Notes
Transferred (if any): $__________________


 


Notice Address:


 







	 	 
	 	 
	 	 
	Fax: 	 


	 
	Attention:


	 	 



 


 With a copy to:


 





	 	 
	 	 
	 	 
	Fax: 	 


	 
	Attention: