Ex4-8


		
			Exhibit 4.8
		

		
			 
		

		
			SECOND SUPPLEMENTAL INDENTURE
		

		
			 
		

		
			SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 27, 2015, among Rocky Mountain Infrastructure, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Bonanza Creek Energy, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
		

		
			 
		

		
			W I T N E S S E T H
		

		
			 
		

		
			WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of July 18, 2014 between the Company and the Trustee (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture of even date therewith among the Company, the Guarantors party thereto and the Trustee (the Base Indenture, as so amended and supplemented, being called the “Indenture”) providing for the issuance of  53⁄4% Senior Notes due 2023 (the “Notes”);
		

		
			 
		

		
			WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
		

		
			 
		

		
			WHEREAS, pursuant to Section 10.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
		

		
			 
		

		
			NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Trustee and the other parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
		

		
			 
		

			
	
			
				 1.
			CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.




		
			 
		

			
	
			
				 2.
			AGREEMENT TO GUARANTEE.  Subject to Article 11 of the Indenture, the Guaranteeing Subsidiary, jointly and severally with the other Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) the principal of, premium on, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.




		
			 
		


		

		

		 

 

		 
		

			
	
			
				 3.
			NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.




		
			 
		

			
	
			
				 4.
			NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.




		
			 
		

			
	
			
				 5.
			COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.




		
			 
		

			
	
			
				 6.
			EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.




		
			 
		

			
	
			
				 7.
			THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.




		
			 
		

		
			 
		

		
			[Signatures on following pages]
		

		
			 
		


		

		

		 


		

			2

		




 

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

		
			 
		

			
					
						 

					
					
						GUARANTEEING SUBSIDIARY

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Rocky Mountain Infrastructure, LLC

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Christopher I. Humber

				
	
					
						 

					
					
						Name:

					
					
						Christopher I. Humber

				
	
					
						 

					
					
						Title:

					
					
						Executive Vice President, General Counsel and Secretary

				



		
			 
		

		
			 
		

			
					
						 

					
					
						COMPANY

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						Bonanza Creek Energy, Inc.

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Christopher I. Humber

				
	
					
						 

					
					
						Name:

					
					
						Christopher I. Humber

				
	
					
						 

					
					
						Title:

					
					
						Executive Vice President, General Counsel and Secretary

				



		
			 
		

		
			 
		

			
					
						 

					
					
						EXISTING GUARANTORS

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Bonanza Creek Energy Operating Company, LLC

				
	
					
						 

					
					
						Bonanza Creek Energy Resources, LLC

				
	
					
						 

					
					
						Bonanza Creek Energy Midstream, LLC

				
	
					
						 

					
					
						Bonanza Creek Energy Upstream LLC

				
	
					
						 

					
					
						Holmes Eastern Company, LLC

				



		
			 
		

		
			 
		

			
					
						 

					
					
						By:

					
					
						/s/ Christopher I. Humber

				
	
					
						 

					
					
						Name:

					
					
						Christopher I. Humber

				
	
					
						 

					
					
						Title:

					
					
						Executive Vice President, General Counsel and Secretary

				



		
			 
		

		

		

		 


		

			[Signature page to Second Supplemental Indenture]

		




 

		
		

		
			 
		

			
					
						 

					
					
						TRUSTEE

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Wells Fargo Bank, National Association

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ John C. Stohlmann

				
	
					
						 

					
					
						 

					
					
						John C. Stohlmann, Vice President

				



		
			 
		

		 


		

			[Signature page to Second Supplemental Indenture]