affect any other provision of this
Amendment.
Section 11.
Governing Law.
This Amendment
shall be deemed to be a contract made under and shall be governed by and
construed in accordance with the laws of the State of Texas.
Section 12.
RELEASE.
THE BORROWER
ACKNOWLEDGES THAT ON THE DATE HEREOF ALL OBLIGATIONS ARE PAYABLE WITHOUT
DEFENSE, OFFSET, COUNTERCLAIM OR RECOUPMENT.
IN ADDITION, EACH OF THE BORROWER,
THE GUARANTORS AND EACH OF THEIR RESPECTIVE SUBSIDIARIES (FOR THEMSELVES AND
THEIR RESPECTIVE SUCCESSORS, AGENTS, ASSIGNS, TRANSFEREES, OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS, ATTORNEYS AND AGENTS) HEREBY RELEASES ANY AND ALL
CLAIMS, CAUSES OF ACTION OR OTHER DISPUTES IT MAY HAVE AGAINST THE
ADMINISTRATIVE AGENT, THE ISSUING LENDER, ANY OF THE LENDERS, LEGAL COUNSEL TO
THE ADMINISTRATIVE AGENT, THE ISSUING LENDER OR ANY OF THE LENDERS, CONSULTANTS
HIRED BY ANY OF THE FOREGOING, OR ANY OF THEIR RESPECTIVE AFFILIATES,
SUBSIDIARIES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF ANY KIND OR NATURE ARISING OUT OF,
RELATED TO, OR IN ANY WAY CONNECTED WITH, THE CREDIT AGREEMENT OR THE LOAN
DOCUMENTS, IN EACH CASE WHICH MAY HAVE ARISEN ON OR BEFORE THE DATE OF THIS
AMENDMENT.
EACH OF THE BORROWER, THE GUARANTORS AND THEIR RESPECTIVE
SUBSIDIARIES HEREBY ACKNOWLEDGES THAT IT HAS READ THIS AMENDMENT AND HAS
CONFERRED WITH ITS COUNSEL AND ADVISORS REGARDING ITS CONTENT, INCLUDING THIS
SECTION 12, AND IS FREELY AND VOLUNTARILY ENTERING INTO THIS AMENDMENT, AND
HEREBY AGREES TO WAIVE ANY CLAIM THAT THE TERMS
5
OF THIS AMENDMENT (INCLUDING, WITHOUT LIMITATION, THE RELEASES CONTAINED HEREIN)
ARE INVALID OR OTHERWISE UNENFORCEABLE.
Section 13.
Entire Agreement.
THIS AMENDMENT,
THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT, THE NOTES, AND THE OTHER LOAN
DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN
OR ORAL, WITH RESPECT THERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[signature pages follow]
6
EXECUTED effective as of the date first above written.
BORROWER:
BONANZA CREEK ENERGY, INC.
By:
/s/ Michael R. Starzer
Michael R. Starzer
President & Chief Executive Officer
GUARANTORS:
BONANZA CREEK ENERGY OPERATING COMPANY, LLC
By: Bonanza Creek Energy, Inc., its Manager
By:
/s/ Michael R. Starzer
Michael R. Starzer
President & Chief Executive Officer
BONANZA CREEK ENERGY RESOURCES,
LLC
By:
/s/ Michael R. Starzer
Michael R. Starzer
President & Chief Executive Officer
LIBERTY ENERGY COMPANY, LLC
By:
/s/ Michael R. Starzer
Michael R. Starzer
President & Chief Executive Officer
Signature Page to Amendment No. 4
Bonanza Creek Energy, Inc.
BONANZA CREEK ENERGY MIDSTREAM,
LLC
By:
/s/ Michael R. Starzer
Michael R. Starzer
President & Chief Executive Officer
BONANZA CREEK ENERGY UPSTREAM
LLC
By:
/s/ Michael R. Starzer
Michael R. Starzer
President & Chief Executive Officer
HOLMES EASTERN COMPANY, LLC
By:
/s/ Michael R. Starzer
Michael R. Starzer
President & Chief Executive Officer
Signature Page to Amendment No. 4
Bonanza Creek Energy, Inc.
ADMINISTRATIVE AGENT/
ISSUING LENDER/LENDER:
KEY BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender, and a