EXHIBIT
10.1


 


NINTH
AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT





This
NINTH Amendment to SECOND AMENDED AND RESTATED Credit Agreement (this “Amendment”), effective as of
the 8th day of August, 2012 (the “Ninth Amendment Effective Date”), is entered into by and among
magnum hunter resources corporation, a Delaware corporation (the “Borrower”),
the guarantors party hereto (the “Guarantors”), the lenders party hereto (the “Lenders”)
and BANK OF MONTREAL, as administrative agent for the Lenders (the “Administrative Agent”).


 


RECITALS


 


WHEREAS,
the Borrower, the Lenders and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement
dated April 13, 2011 (as amended by the First Amendment to Second Amended and Restated Credit Agreement effective as of June 30,
2011, the Second Amendment to Second Amended and Restated Credit Agreement effective as of August 15, 2011, the Third Amendment
to Second Amended and Restated Credit Agreement effective as of September 28, 2011, the Fourth Amendment to Second Amended and
Restated Credit Agreement effective as of December 6, 2011, the Fifth Amendment to Second Amended and Restated Credit Agreement
and Second Amendment to Amended and Restated Security and Pledge Agreements effective as of February 14, 2012, the Sixth Amendment
to Second Amended and Restated Credit Agreement effective as of May 2, 2012, the Seventh Amendment to Second Amended and Restated
Credit Agreement effective as of May 2, 2012, the Eighth Amendment to Second Amended and Restated Credit Agreement effective as
of August 10, 2012, and as further amended or restated from time to time, the “Credit Agreement”); and


 


WHEREAS,
the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement; and


 


WHEREAS,
said parties are willing to so amend the Credit Agreement subject to the terms and conditions set forth
herein.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Guarantors,
the Lenders and the Administrative Agent agree as follows:


 


1.Defined
Terms. Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Credit Agreement.


 


2.Amendment
to Section 9.02. Section 9.02 of the Credit Agreement is hereby amended to restate clause (p) thereof in its entirety as follows:


 


“(p)Debt
evidenced by Senior Notes (including unsecured guarantees in respect thereof) not to exceed an aggregate principal amount of $550,000,000
at any time outstanding; provided that (i) the maturity date of the Senior Notes shall not be earlier than one year
after the Maturity Date and (ii) the Borrower shall not prepay any amounts owing under the Senior Notes at any time;”.


 






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3.Amendment
to Section 9.03. Section 9.03 of the Credit Agreement is hereby amended to restate clause (k) thereof in its entirety as follows:


 


“(k)reserved.”


 


4.Amendment
to Section 9.04. Section 9.04 of the Credit Agreement is hereby amended to restate clause (c) thereof in its entirety as follows:


 


“(c)
without limiting the dividends permitted by Section 9.04(b), the Borrower may declare and pay cash dividends on its Series
C and Series D preferred stock permitted hereunder so long as (i) no Event of Default exists at the time of, or is caused by,
such payment, (ii) after giving effect to such payment, availability under the Borrowing Base is equal to or greater than the
greater of (x) two and one-half percent (2.5%) of the Borrowing Base then in effect and (y) $5,000,000, and (iii) such
dividends do not exceed $25,000,000 in any calendar year;”.


 


5.Consent
to Sale of Real Property. The Administrative Agent and the Lenders hereby consent to the sale by Magnum Hunter Production
Inc. of that certain office building located in Lexington, Kentucky as described in Schedule 9.03 of the Credit Agreement (the
“Released Property”). The Administrative Agent and the Lenders hereby (i) waive Section 9.11 of the Credit
Agreement to the extent necessary to effectuate the sale of the Released Property and (ii) agree that the value of the Released
Property shall not be included in calculating the usage of the basket in Section 9.11(e) of the Credit Agreement.


 


6.Borrowing
Base Redetermination; Acknowledgement and Agreement of the Parties.


 


		(a)	Effective
                                                               as of the Ninth Amendment Effective Date, the Conforming Borrowing
                                                               Base shall be equal to $260,000,000 and the Non-Conforming Borrowing
                                                               Base shall be equal to $0.
	 	 	 



		(b)	The
                                                               parties hereto acknowledge and agree that the Borrowing Base redetermination
                                                               effected pursuant to clause (a) of this Section 6 shall
                                                               be deemed to be the November 1, 2012 Scheduled Redetermination.



 


7.Ratification.
Each of the Borrower and the Guarantors hereby ratifies all of its respective obligations under the Credit Agreement and each
of the Loan Documents to which it is a party, and agrees and acknowledges that the Credit Agreement and each of the Loan Documents
to which it is a party are and shall continue to be in full force and effect as amended and modified by this Amendment. Except
as provided herein, nothing in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement
of any of the Lenders or the Administrative Agent created by or contained in any of such documents nor is the Borrower nor any
Guarantor released from any covenant, warranty or obligation created by or contained herein or therein.


 






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8.Representations
and Warranties. The Borrower and Guarantors hereby represent and warrant to the Administrative Agent and the Lenders that
(a) this Amendment has been duly executed and delivered on behalf of the Borrower and Guarantors, (b) this Amendment
constitutes a valid and legally binding agreement enforceable against the Borrower and Guarantors in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at
law, (c) the representations and warranties contained in the Credit Agreement and the Loan Documents are true and correct
on and as of the date hereof in all material respects as though made as of the date hereof (except to the extent any such representations
and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to
be true and correct as of such specified earlier date), (d) no Default or Event of Default exists under the Credit Agreement
or under any Loan Document as of the Ninth Amendment Effective Date and (e) the execution, delivery and performance of this
Amendment has been duly authorized by the Borrower and Guarantors.


 


9.Conditions
to Effectiveness. This Amendment shall be effective on the Ninth Amendment Effective Date upon satisfaction of the following
conditions:


 


		(a)	the
                                                               Borrower, the Guarantors and each of the Lenders shall have executed
                                                               and delivered to the Administrative Agent counterparts of this
                                                               Amendment;
	 	 	 



		(b)	the
                                                               Borrower shall have delivered to the Administrative Agent (i) the
                                                               Reserve Report supporting the redetermination of the Borrowing
                                                               Base effected hereby, (ii) the related certificate required
                                                               to be delivered by the Borrower pursuant to Section 8.12(a) and
                                                               (c) of the Credit Agreement, (iii) any Engineering Reports
                                                               as shall have been reasonably requested by the Required Lenders
                                                               in connection with the Reserve Report described in clause (i) above
                                                               and (iv) title information required to be delivered by the
                                                               Borrower pursuant to Section 8.13(a) of the Credit Agreement; and
	 	 	 



		(c)	the
                                                               Borrower shall have paid to the Administrative Agent and the Lenders
                                                               all fees and expenses that are due in connection with this Amendment.



 


10.Counterparts.
This Amendment may be signed in any number of counterparts, which may be delivered in original, electronic or facsimile form each
of which shall be construed as an original, but all of which together shall constitute one and the same instrument.


 


11.Governing
Law. This Amendment, all Notes, the other Loan Documents and all other documents executed in connection herewith shall be
deemed to be contracts and agreements under the laws of the State of New York and of the United States of America and for all
purposes shall be construed in accordance with, and governed by, the laws of New York and of the United States.


 






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12.Final
Agreement of the Parties. Any previous agreement among the parties with respect to the subject matter hereof is superseded
by the Credit Agreement, as amended by this Amendment. Nothing in this Amendment, express or implied is intended to confer upon
any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Amendment.


 


[Signature
Pages Follow]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly
authorized as of the Ninth Amendment Effective Date.


 


 





	 	BORROWER:
	 	 
	 	MAGNUM HUNTER RESOURCES
	 	CORPORATION, a Delaware corporation






 





 





	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Chief Financial Officer






 


 


	 	GUARANTORS:
	 	 
	 	PRC WILLISTON, LLC,
	 	a Delaware limited liability company






 


 








	 	By:	Magnum Hunter Resources Corporation,
	 	 	its sole member



 





 





	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Chief Financial Officer



 


 


	 	MAGNUM HUNTER RESOURCES LP,
	 	a Delaware limited partnership






 


 











	 	By:	Magnum Hunter Resources GP, LLC,
	 	 	its general partner



 





 


	 	By:	Magnum Hunter Resources Corporation,
	 	 	its sole member
	 	 	 



 








	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Chief Financial Officer






 








			



 


		







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	 	MAGNUM HUNTER RESOURCES GP, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	By:	Magnum Hunter Resources Corporation,
	 	 	its sole member
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Ronald D. Ormand
	 	 	 	Ronald D. Ormand
	 	 	 	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	TRIAD HUNTER, LLC,
	 	a Delaware limited liability company
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Vice President
	 	 	 	 
	 	 	 	 






	 	EAGLE FORD HUNTER, INC.,
	 	a Colorado corporation
	 	 	 
	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Secretary
	 	 	 
	 	 	 
	 	MAGNUM HUNTER PRODUCTION INC.,
	 	a Kentucky corporation
	 	 	 
	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Chief Financial Officer
	 	 	 
	 	 	 
	 	NGAS HUNTER, LLC
	 	 	 
	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Vice President and
Treasurer







 






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	 	MHR CALLCO CORPORATION,
	 	a corporation existing under the laws of the 

Province of Alberta
	 	 	 
	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Vice President
	 	 	 
	 	 	 
	 	MHR EXCHANGECO CORPORATION,
	 	a corporation existing under the laws of the 

Province of Alberta
	 	 	 
	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Vice President 
	 	 	 
	 	 	 
	 	WILLISTON HUNTER CANADA, INC.,
	 	a corporation existing under the laws of the 

Province of Alberta
	 	 	 
	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Executive Vice President and Chief 

Financial Officer
	 	 	 
	 	WILLISTON HUNTER INC.,
	 	a Delaware corporation
	 	 	 
	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Executive Vice President and Chief 

Financial Officer



 


 



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	 	WILLISTON HUNTER ND, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Vice President and Treasurer
	 	 	 
	 	 	 
	 	BAKKEN HUNTER, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Executive Vice President



 






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	 	ADMINISTRATIVE AGENT AND LENDER:
	 	 	 
	 	BANK OF MONTREAL
	 	 	 
	 	 	 
	 	By:	/s/ Gumaro Tijerina
	 	 	Gumaro Tijerina
	 	 	Director



 






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	 	LENDER:
	 	 	 
	 	CAPITAL ONE, NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	/s/ Matthew L. Molero
	 	Name:	Matthew L. Molero
	 	Title:	Vice President
	 	 	 



 


 



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	 	LENDER:
	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	/s/ Mark A. Serice
	 	Name:	Mark A. Serice
	 	Title:	Senior Vice President
	 	 	 



 






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	 	LENDER:
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:	/s/ Paul J. Pace
	 	Name:	Paul J. Pace
	 	Title:	Senior Vice President



 






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	 	LENDER:
	 	 	 
	 	UBS LOAN FINANCE LLC
	 	 	 
	 	 	 
	 	By:	/s/ Mary E. Evans
	 	Name:	Mary E. Evans
	 	Title:	Associate Director
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ David Urban
	 	Name:	David Urban
	 	Title:	Associate Director
	 	 	 



 






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	 	LENDER:
	 	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	 	 
	 	By:	/s/ John Miller
	 	Name:	John Miller
	 	Title:	Vice President



 






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	 	LENDER:
	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS
	 	 	 
	 	 	 
	 	By:	/s/ Marguerite Sutton
	 	Name:	Marguerite Sutton
	 	Title:	Director
	 	 	 
	 	 	 
	 	By:	/s/ Omayra Laucella
	 	Name:	Omayra Laucella
	 	Title:	Director



 






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	 	LENDER:
	 	 	 
	 	CREDIT SUISSE AG, Cayman Islands Branch
	 	 	 
	 	 	 
	 	By:	/s/ Ari Bruger
	 	Name:	Ari Bruger
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	By:	/s/ Michael Spaight
	 	Name:	Michael Spaight
	 	Title:	Assoicate



 






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	 	LENDER:
	 	 	 
	 	GOLDMAN SACHS BANK USA
	 	 	 
	 	 	 
	 	By:	/s/ Mark Walton
	 	Name:	Mark Walton
	 	Title:	Authorized Signatory



 




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	 	LENDER:
	 	 	 
	 	SUNTRUST BANK
	 	 	 
	 	 	 
	 	By:	/s/ Yarin Pirio
	 	Name:	Yarin Pirio
	 	Title:	Director



 






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	 	LENDER
	 	 	 
	 	ROYAL BANK OF CANADA
	 	 	 
	 	 	 
	 	By:	/s/ Kristan Spivey
	 	Name:	Kristan Spivey
	 	Title:	Authorized Signatory



 



 



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		LENDER
	 	 	 
	 	ABN AMRO CAPITAL USA LLC
	 	 	 
	 	 	 
	 	By:	/s/ David L. Montgomery
	 	Name:	David L. Montgomery
	 	Title:	Director
	 	 	 
	 	 	 
	 	By:	/s/ Darrell Holley
	 	Name:	Darrell Holley
	 	Title:	Managing Director



 






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	 	LENDER
	 	 	 
	 	BANK OF AMERICA, N.A.
	 	 	 
	 	 	 
	 	By:	/s/ Jeffrey Rathkamp
	 	Name:	Jeffrey Rathkamp
	 	Title:	Managing Director







 






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