Exhibit


Exhibit 10.1




October 19, 2015




Bonanza Creek Energy, Inc.    
410 17th Street, Suite 1500
Denver, Colorado 80202 
Facsimile: (720) 279-2331


Re:  Borrowing Base Redetermination and Amendment No. 12 


Ladies and Gentlemen:


We refer to the Credit Agreement dated as of March 29, 2011 (as amended by Amendment No. 1 dated as of April 29, 2011, Amendment No. 2 & Agreement dated as of September 15, 2011, the Resignation, Consent and Appointment Agreement and Amendment Agreement dated as of April 6, 2012, Amendment No. 3 & Agreement dated as of May 8, 2012, Amendment No. 4 dated as of July 31, 2012, Amendment No. 5 dated as of October 30, 2012, Amendment No. 6 dated as of March 29, 2013, Amendment No. 7 dated as of May 16, 2013, Amendment No. 8 dated as of November 6, 2013, Amendment No. 9 dated as of May 14, 2014, Amendment No. 10 dated as of October 1, 2014, and Amendment No. 11 and Agreement dated as of May 13, 2015, and as the same may be further amended, restated or otherwise modified from time to time, the "Credit Agreement") among Bonanza Creek Energy, Inc., a Delaware corporation (the "Borrower"), the lenders party thereto from time to time (the "Lenders"), and KeyBank National Association, as administrative agent (in such capacity, the "Administrative Agent"), and as issuing lender for such Lenders (in such capacity, the “Issuing Lender”).  All terms defined in the Credit Agreement shall have the same meanings when used herein unless otherwise defined herein.  This Letter Agreement shall be effective as of the date hereof (the “Effective Date”) once the Administrative Agent has received multiple original counterparts, as requested by the Administrative Agent, of this Letter Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Administrative Agent, the Issuing Lender and the Required Lenders.


Notification of Decrease in Borrowing Base 


In connection with the Internal Engineering Report dated effective July 1, 2015 and in accordance with Section 2.02(b)(ii) of the Credit Agreement, and subject to the satisfaction of the conditions below, the Administrative Agent hereby notifies you that, as of the Effective Date (as defined below), the Borrowing Base shall be $475,000,000.  Once effective, the new Borrowing Base amount shall remain in effect until the Borrowing Base is redetermined in accordance with Section 2.02 of the Credit Agreement. 


Amendment to Credit Agreement


Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of “Aggregate Threshold Amount” in its entirety and replacing it with the following new definition:









“Aggregate Threshold Amount” means the sum of $475,000,000 plus the total of all Threshold Amount Increases effected under Section 2.17. 


Miscellaneous


The Borrower hereby represents and warrants that after giving effect hereto: (a) the representations and warranties of the Borrower contained in the Loan Documents are true and correct in all material respects (except in the case of representations and warranties which are made solely as of an earlier date or time, which representations and warranties shall be true and correct in all material respects as of such earlier date or time); (b) no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance of this Letter Agreement has been duly authorized by all necessary action on the part of the Borrower.


This Letter Agreement constitutes a Loan Document for the purposes of the Credit Agreement.  This Letter Agreement may not be amended or terminated nor shall any obligation of the Borrower required hereunder be waived except in accordance with the Credit Agreement.


This Letter Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.  Transmission by facsimile or email attachment of an executed counterpart of this Letter Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.  This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas.


THIS LETTER AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES RELATED TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


[Signature Page Follows]









If the foregoing terms of this Letter Agreement meet with your approval, please evidence your agreement with such terms by signing this Letter Agreement in the space indicated below.




Very truly yours,




	
			
	 
	KEYBANK NATIONAL ASSOCIATION, as 

	 
	 
	Administrative Agent, Issuing Lender, and Lender

	 
	By: /s/ George E. McKean                                                                                                              

	 
	Name: George E. McKean                                                                                                         

	 
	Title:  Senior Vice President                                                                                                           



























	
			
	 
	COMPASS BANK, as a Lender 

	 
	 
	 

	 
	By: /s/ Gabriela Albino                                                                                                              

	 
	Name: Gabriela Albino                                                                                                         

	 
	Title: Vice President                                                                                                           



























	
			
	 
	SOCIÉTÉ GÉNÉRALE, as a Lender 

	 
	 
	 

	 
	By: /s/ Max Sonnonstine                                                                                                              

	 
	Name: Max Sonnonstine                                                                                                         

	 
	Title: Director                                                                                                           




    











    
	
			
	 
	BMO HARRIS FINANCING, INC., as a Lender 

	 
	 
	 

	 
	By: /s/ Gumaro Tijerina                                                                                                              

	 
	Name: Gumaro Tijerina                                                                                                         

	 
	Title: Managing Director                                                                                                           






    











    
	
			
	 
	WELLS FARGO BANK, N.A., as a Lender 

	 
	 
	 

	 
	By: /s/ Jonathan Herrick                                                                                                              

	 
	Name: Jonathan Herrick                                                                                                         

	 
	Title: Vice President                                                                                                           



















    
	
			
	 
	JPMORGAN CHASE BANK, N.A., as a Lender 

	 
	 
	 

	 
	By: /s/ Darren Vanek                                                                                                              

	 
	Name: Darren Vanek                                                                                                         

	 
	Title: Executive Director                                                                                                           























    
	
			
	 
	ROYAL BANK OF CANADA, as a Lender 

	 
	 
	 

	 
	By: /s/ Mark Lumpkin, Jr.                                                                                                              

	 
	Name: Mark Lumpkin, Jr.                                                                                                         

	 
	Title: Authorized Signatory                                                                                                           








    











    
	
			
	 
	IBERIABANK, as a Lender 

	 
	 
	 

	 
	By: /s/ Moni Collins                                                                                                              

	 
	Name: Moni Collins                                                                                                         

	 
	Title: Senior Vice President                                                                                                           








    













	
			
	 
	THE BANK OF NOVA SCOTIA, as a Lender 

	 
	 
	 

	 
	By: /s/ Alan Dawson                                                                                                              

	 
	Name: Alan Dawson                                                                                                        

	 
	Title: Director                                                                                                           















	
			
	 
	CADENCE BANK, N.A., as a Lender 

	 
	 
	 

	 
	By: /s/ Steven Taylor                                                                                                              

	 
	Name: Steven Taylor                                                                                                         

	 
	Title: Vice President                                                                                                           

















Agreed to and Accepted:


BORROWER:                
BONANZA CREEK ENERGY, INC.




By:/s/ William J. Cassidy
Name:  William J. Cassidy  
Title: Executive Vice President and Chief Financial Officer