FIFTH AMENDMENT, WAIVER AND CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO THIRD AMENDED AND RESTATED GUARANTY AND COLLATERAL AGREEMENT BILL BARRETT CORPORATION, AS BORROWER, THE GUARANTORS, JPMORGAN CHASE BANK, N.A., AS...Credit Agreement • March 19th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 16, 2010, is among: BILL BARRETT CORPORATION, a Delaware corporation (the “Borrower”); each of the Lenders from time to time party hereto; JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as syndication agents for the Lenders (each in such capacity, together with its successors in such capacity, a “Syndication Agent”); and BANK OF MONTREAL and WELLS FARGO BANK, N.A., as documentation agents for the Lenders (each, in such capacity, together with its successors in such capacity, a “Documentation Agent”).
AGREEMENT AND PLAN OF MERGER among BONANZA CREEK ENERGY, INC., BORON MERGER SUB, INC. and HIGHPOINT RESOURCES CORPORATION Dated as of November 9, 2020Agreement and Plan of Merger • November 9th, 2020 • HighPoint Resources Corp • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 9, 2020 (this “Agreement”), is entered into by and among Bonanza Creek Energy, Inc., a Delaware corporation (“Parent”), Boron Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and HighPoint Resources Corporation, a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 8th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas • Delaware
INDEMNIFICATION AGREEMENT, made and executed as of March 20, 2018 (this “Agreement”), by and between HighPoint Resources Corporation, a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 18th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 14, 2018, is among: HIGHPOINT OPERATING CORPORATION (f/k/a Bill Barrett Corporation), a Delaware corporation (the “Borrower”); HIGHPOINT RESOURCES CORPORATION, a Delaware Corporation (“Holdings”); each of the agents and Lenders from time to time party hereto; and JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders and the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 9th, 2020 • HighPoint Resources Corp • Crude petroleum & natural gas • New York
HighPoint Resources Corporation, HighPoint Operating Corporation, and Fifth Pocket Production LLC (each, a “Debtor” and, collectively, the “Debtors”) propose this joint prepackaged plan of reorganization (the “Plan”) for the resolution of the outstanding claims against and equity interests in the Debtors pursuant to chapter 11 of the Bankruptcy Code. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in Article I.A of this Plan. Although proposed jointly for administrative purposes, the Plan constitutes a separate Plan for each Debtor for the resolution of outstanding Claims and Interests pursuant to the Bankruptcy Code. Holders of Claims against or Interests in the Debtors may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, and projections of future operations, as well as a summary and description of this Plan, the Restructuring Transac
STOCKHOLDERS AGREEMENT OF HighPoint Resources Corporation Dated as of March 19, 2018Stockholders Agreement • March 19th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas • Delaware
This Stockholders Agreement, dated as of March 19, 2018 (as it may be amended from time to time, this “Agreement”), is made by and among HighPoint Resources Corporation, a Delaware corporation (the “Company”), Fifth Creek Energy Company, LLC, a Delaware limited liability company (the “Investor”) and solely for the purposes of Section 2.2, NGP Natural Resources XI, L.P. (the “Fund”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 19th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas • New York
WHEREAS, the Company has heretofore executed and delivered an Indenture dated as of April 28, 2017 (as amended, supplemented or otherwise modified through the date hereof, the “Indenture”), by and among the Company, the Existing Guarantors and the Trustee, providing for the issuance of 8.75% Senior Notes due 2025 (the “Notes”);
CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT HIGHPOINT OPERATING CORPORATIONChange in Control Severance Protection Agreement • July 20th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas • Delaware
This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the “Agreement”) is entered into as of July 19, 2018 (the “Effective Date”), between HighPoint Operating Corporation, a Delaware corporation (the “Company”), and Paul W. Geiger, III (the “Employee”).
Personal and Confidential October 1, 2020 [Executive Name] [Address]HighPoint Resources Corp • February 24th, 2021 • Crude petroleum & natural gas • Delaware
On behalf of HighPoint Resources Corporation (the “Company”), I am pleased to offer you the opportunity to earn a retention and sale payment if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement to the Company as described on the signature page below (such date, which must occur prior to October 8, 2020, the “Effective Date”).
FORM OF DIRECTOR’S RESTRICTED COMMON STOCK UNIT AWARD AGREEMENT granted under the HIGHPOINT RESOURCES CORPORATION 2012 EQUITY INCENTIVE PLANRestricted Common Stock Unit Award Agreement • November 9th, 2020 • HighPoint Resources Corp • Crude petroleum & natural gas • Delaware
THIS RESTRICTED COMMON STOCK UNIT AWARD AGREEMENT (this “Agreement”), evidences the grant by HighPoint Resources Corporation (the “Company”) of an award of restricted Stock Units (the “Award”) to the Non-Employee Director listed as “Granted To” on Exhibit 1 (“Director”) on the “Grant Date” listed on Exhibit 1 (“Grant Date”) and the Director’s acceptance of the Award in accordance with the provisions of the HighPoint Resources Corporation (f/k/a Bill Barrett Corporation) 2012 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Plan. The Company and the undersigned Director agree as follows:
FORM OF RESTRICTED COMMON STOCK AWARD AGREEMENT granted under the HIGHPOINT RESOURCES CORPORATION 2012 EQUITY INCENTIVE PLAN (THE “PLAN”)Restricted Common Stock Award Agreement • November 9th, 2020 • HighPoint Resources Corp • Crude petroleum & natural gas • Delaware
THIS RESTRICTED COMMON STOCK AWARD AGREEMENT (this “Agreement”), evidences the grant by HighPoint Resources Corporation (the “Company”) of an award of restricted Common Stock (the “Award”) to the person listed as “Granted To” on Exhibit 1 (“Participant”) on the “Grant Date” listed on Exhibit 1 (“Grant Date”) and the Participant’s acceptance of the Award in accordance with the provisions of the HighPoint Resources Corporation (f/k/a Bill Barrett Corporation) 2012 Equity Incentive Plan, as amended through February 21, 2020, and as same may be amended thereafter (the “Plan”). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Plan. The Company and the Participant agree as follows:
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • February 26th, 2020 • HighPoint Resources Corp • Crude petroleum & natural gas • Delaware
This Amendment No. 1, dated as of February 20, 2020 (this “Amendment”), to the Stockholders Agreement, dated as of March 19, 2018 (the “Agreement”), by and among HighPoint Resources Corporation, a Delaware corporation (the “Company”), Fifth Creek Energy Company, LLC, a Delaware limited liability company (the “Investor”), and NGP Natural Resources XI, L.P. (the “Fund”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto under the Agreement.
FIRST AMENDMENT TO CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENTChange in Control Severance Protection Agreement • August 9th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas
This First Amendment to the CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (this “Amendment”) is entered into effective as of August 8, 2018 between HighPoint Resources Corporation, a Delaware corporation (“Company”), and William M. Crawford (the “Employee”).
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among HIGHPOINT OPERATING CORPORATION, as Borrower, HIGHPOINT RESOURCES CORPORATION, as Holdings, THE GUARANTORS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and THE...Credit Agreement • November 6th, 2020 • HighPoint Resources Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED Credit Agreement (this “Amendment”) executed effective as of November 2, 2020 is among HIGHPOINT OPERATING CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware, as borrower (the “Borrower”), HIGHPOINT RESOURCES CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware, as holdings (“Holdings”), the Guarantors party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
EXECUTION VERSION STOCKHOLDERS AGREEMENT OF HighPoint Resources Corporation Dated as of March 19, 2018Version Stockholders Agreement • February 26th, 2020 • HighPoint Resources Corp • Crude petroleum & natural gas
CONSENT AND AGREEMENTConsent and Agreement • February 5th, 2021 • HighPoint Resources Corp • Crude petroleum & natural gas • New York
THIS CONSENT AND AGREEMENT (this “Consent”), dated as of February 1, 2021, is among HIGHPOINT OPERATING CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware, as borrower (the “Borrower”), HIGHPOINT RESOURCES CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware, as holdings (“Holdings”), the Guarantors party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FORM OF PERFORMANCE UNIT GRANT AGREEMENT granted under the HIGHPOINT RESOURCES CORPORATION 2012 EQUITY INCENTIVE PLAN (THE “PLAN”)Performance Unit Grant Agreement • November 9th, 2020 • HighPoint Resources Corp • Crude petroleum & natural gas • Delaware
THIS PERFORMANCE UNIT GRANT AGREEMENT (this “Agreement”), evidences the grant by HighPoint Resources Corporation (the “Company”) of an award of cash-based performance units (the “Award”) to the person listed as “Granted To” on Exhibit 1 (the “Participant”) on the “Grant Date” listed on Exhibit 1 (“Grant Date”) and the Participant’s acceptance of the Award in accordance with the provisions of the HighPoint Resources Corporation (f/k/a Bill Barrett Corporation) 2012 Equity Incentive Plan, as amended through February 21, 2020, and as same may be amended thereafter (the “Plan”). Capitalized terms used herein but not defined herein shall have the meanings given such terms in the Plan. The Company and the Participant agree as follows:
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT among HIGHPOINT OPERATING CORPORATION, as Borrower, HIGHPOINT RESOURCES CORPORATION, as Holdings, THE GUARANTORS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and THE...Credit Agreement • May 26th, 2020 • HighPoint Resources Corp • Crude petroleum & natural gas • New York
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) executed effective as of May 21, 2020 is among HIGHPOINT OPERATING CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware, as borrower (the “Borrower”), HIGHPOINT RESOURCES CORPORATION, a corporation duly formed and existing under the laws of the State of Delaware, as holdings (“Holdings”), the Guarantors party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
WAIVER TO STOCKHOLDERS AGREEMENTWaiver to Stockholders Agreement • December 6th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas
This waiver (the “Waiver”) is entered into effective as of December 4, 2018 (the “Effective Date”) by and among HighPoint Resources Corporation, a Delaware corporation (the “Company”), Fifth Creek Energy Company, LLC, a Delaware limited liability company (the “Investor”), and NGP Natural Resources XI, L.P. (the “Fund”), and relates to that certain Stockholders Agreement, by and among the Company, the Investor and the Fund dated as of March 19, 2018 (the “Agreement”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • February 1st, 2021 • HighPoint Resources Corp • Crude petroleum & natural gas
This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of January 29, 2021 (this “Amendment”), is entered into by and among Bonanza Creek Energy, Inc., a Delaware corporation (“Parent”), Boron Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and HighPoint Resources Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT HIGHPOINT OPERATING CORPORATIONControl Severance Protection Agreement • May 8th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas • Delaware
This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the “Agreement”) is entered into as of [•] (the “Effective Date”), between HighPoint Operating Corporation, a Delaware corporation, f/k/a Bill Barrett Corporation (the “Company”), and [•] (the “Employee”).
SECOND SUPPLEMENTAL INDENTURE TO FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • March 19th, 2018 • HighPoint Resources Corp • Crude petroleum & natural gas • New York
SECOND SUPPLEMENTAL INDENTURE TO FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 19, 2018, among BILL BARRETT CORPORATION, a Delaware corporation (the “Company”), on behalf of itself and the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, HIGHPOINT RESOURCES CORPORATION, a Delaware corporation (the “New Guarantor”), the direct parent of the Company, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee under the Indenture referred to below (the “Trustee”).
