exv10w2






Exhibit 10.2




THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”), effective as of the 28th day of September, 2011 (the “Third 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, 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. Amendments to Section 1.01.




	 	(a)	 	Section 1.01 of the Credit Agreement is hereby amended to delete the
definitions of “Change in Control”, “EBITDAX”, “Eureka Hunter”, “Loan Documents”,
“Security Instruments” and “Unrestricted Subsidiary” in their entirety and substitute
the following therefor in proper alphabetical order:
	 
	 	 	 	“Change in Control” means the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and
the rules of the SEC thereunder as in effect on the Effective Date)
of Equity Interests representing more than thirty percent (30%) of
the aggregate ordinary voting power represented by the issued and
outstanding Equity Interests of the Borrower.




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	 	 	 	“EBITDAX” means, for any period, the sum of Consolidated Net
Income for such period calculated on a trailing four quarter basis
plus the following expenses or charges to the extent deducted from
Consolidated Net Income in such period: interest, income Taxes,
depreciation, depletion, amortization, expenses associated with the
exploration of Oil and Gas Properties, all non-cash charges and
adjustments (including stock-based compensation, impairment of asset
values, non-cash adjustments to derivative carrying values, non-cash
adjustments to asset retirement obligations and other similar items
as from time to time required under GAAP) and all non-recurring
expenses, minus all non-cash income added to Consolidated Net
Income. Notwithstanding the foregoing, EBITDAX shall be
Consolidated Net Income plus the aforementioned expenses or charges
(i) for the most recently ended quarter multiplied by four (4) with
respect to the quarter ended June 30, 2011, (ii) for the most
recently ended two (2) quarters multiplied by two (2) with respect
to the quarter ended September 30, 2011, and (iii) for the most
recently ended three (3) quarters multiplied by four-thirds (4/3)
with respect to the quarter ended December 31, 2011. With respect
to any acquisitions completed in any fiscal quarter, EBITDAX shall
be calculated on a pro forma basis as if such acquisitions had taken
place as of the beginning of the quarter during which such
acquisitions take place.
	 
	 	 	 	“Eureka Hunter Pipeline” means that certain pipeline system
(as it may exist from time to time, including any expansions
thereof) for the gathering of natural gas in Ohio and West Virginia
commonly known as the Eureka Hunter Pipeline.
	 
	 	 	 	“Loan Documents” means this Agreement, the Notes, the Letter
of Credit Agreements, the Letters of Credit, the Security
Instruments, the Guaranties and the Intercreditor Agreement.
	 
	 	 	 	“Security Instruments” means the mortgages, deeds of trust
and other agreements, instruments or certificates, and any and all
other agreements, instruments, certificates or certificates now or
hereafter executed and delivered by the Borrower or any other Person
(other than participation or similar agreements between any Lender
and any other lender or creditor with respect to any Obligations
pursuant to this Agreement) in connection with, or as security for
the payment or performance of the Obligations, the Notes, this
Agreement, as such agreements may be amended, modified, supplemented
or restated from time to time, including, without limitation, the
Security Agreement, the Canadian Collateral Documents and Mortgages.




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	 	 	 	“Unrestricted Subsidiary” means (i) any Subsidiary that at
the time of determination shall have been designated as an
Unrestricted Subsidiary by the Borrower in the manner provided below
(and shall not have been subsequently designated as a Restricted
Subsidiary), (ii) any Subsidiary of an Unrestricted Subsidiary and
(iii) the Persons listed on Schedule 1.01A (except to the
extent any such Person has been subsequently designated as a
Restricted Subsidiary). The Borrower may from time to time
designate any Subsidiary (including a newly-created or newly
acquired Subsidiary) (other than a Subsidiary that, immediately
after such designation, shall hold any Debt of, or Equity Interest
in, the Borrower or any Restricted Subsidiary) as an Unrestricted
Subsidiary, and may designate any Unrestricted Subsidiary as a
Restricted Subsidiary so long as, immediately after giving effect to
such designation, no Default shall have occurred and be continuing.
Any designation by the Borrower pursuant to this definition shall be
made in an officer’s certificate delivered to the Administrative
Agent and containing a certification that such designation is in
compliance with the terms of this definition.
	 
	 	(b)	 	Section 1.01 of the Credit Agreement is hereby amended to add the following new
definitions in proper alphabetical order:
	 
	 	 	 	“Canadian Collateral Documents” means any security
agreement, pledge agreement, guaranty, and the mortgages, deeds of
trust and other agreements, instruments or certificates, and any and
all other agreements, instruments, certificates or certificates now
or hereafter executed and delivered by the Borrower or any other
Person (other than participation or similar agreements between any
Lender and any other lender or creditor with respect to any
Obligations pursuant to this Agreement) regarding Collateral located
in Canada, in connection with, or as security for the payment or
performance of the Obligations, the Notes or this Agreement, as such
agreements may be amended, modified, supplemented or restated from
time to time.
	 
	 	 	 	“Intercreditor Agreement” means that certain Intercreditor
Agreement, dated as of the Third Amendment Effective Date, among the
Administrative Agent, the Second Lien Agent and the Borrower.
	 
	 	 	 	“Liquidity” means the sum of (a) the Borrower’s unrestricted
cash and cash equivalents and (b) the total unused availability
under the Borrowing Base.
	 
	 	 	 	“Second Lien Agent” means Capital One, National Association
in its capacity as administrative agent for the Second Lien Debt.




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	 	 	 	“Second Lien Debt” means the Debt and other obligations of
the Borrower and the Restricted Subsidiaries evidenced by the Second
Lien Credit Agreement and the other loan documents relating thereto.
	 
	 	 	 	“Second Lien Credit Agreement” means that certain Second
Lien Term Loan Credit Agreement among the Borrower, the lenders
party thereto and the Second Lien Agent.
	 
	 	 	 	“Senior Notes” means any senior unsecured notes issued by
the Borrower; provided that the maturity date of the Senior
Notes shall not be earlier than one year following the Maturity
Date.
	 
	 	 	 	“Third Amendment Effective Date” means September 28, 2011.





     3. Amendment to Section 2.07(a). Section 2.07(a) of the Credit Agreement is hereby
amended to restate in its entirety paragraph (iii) at the end of said paragraph (a) as follows:




	 	 	 	“(iii) Upon the Third Amendment Effective Date, the Conforming
Borrowing Base shall be equal to $167,500,000 and the Non-Conforming
Borrowing Base shall be equal to $0. The Conforming Borrowing Base
shall be automatically reduced by $0.30 for each $1.00 of the
aggregate principal amount of Senior Notes not used by the Borrower
to repay the Second Lien Debt. The Non-Conforming Borrowing Base
shall not be subject to Scheduled Redeterminations or Interim
Redeterminations.”





     4. Amendment to ARTICLE VII. ARTICLE VII of the Credit Agreement is hereby amended to
restate Section 7.01, clause (a) of Section 7.05, Section 7.12, Section 7.13, Section 7.14, Section
7.15, and clauses (c) and (d) of Section 7.16 in their entirety as follows.




	 	 	 	“Section 7.01 Organization; Powers. Each of the Borrower
and the Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has
all requisite power and authority, and has all material governmental
licenses, authorizations, consents and approvals necessary, to own
its assets and to carry on its business as now conducted, and is
qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required, except where
failure to have such power, authority, licenses, authorizations,
consents, approvals and qualifications could not reasonably be
expected to have a Material Adverse Effect. As of the Third
Amendment Effective Date, Schedule 7.01 is an accurate
corporate organizational chart of Borrower and its Subsidiaries
showing the ownership of all Equity Interests in such Persons.”




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	 	 	 	“Section 7.05 Litigation.
	 
	 		 	(a) As of the Third Amendment Effective Date, except as set forth
on Schedule 7.05, there are no actions, suits,
investigations or proceedings by or before any arbitrator or
Governmental Authority pending against or, to the knowledge of the
Borrower, threatened in writing against or affecting the Borrower or
any Subsidiary (i) as to which there is a reasonable possibility of
an adverse determination that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect or (ii) that involve any Loan Document
or the Transactions.”
	 
	 	 	 	“Section 7.12 Insurance. The Borrower has, and has caused
all its Restricted Subsidiaries to have, (a) all insurance policies
sufficient for the compliance by each of them with all material
Governmental Requirements and all material agreements and (b)
insurance coverage in at least amounts and against such risk
(including, without limitation, public liability) that are usually
insured against by companies similarly situated and engaged in the
same or a similar business for the assets and operations of the
Borrower and its Restricted Subsidiaries. The Administrative Agent
and the Lenders have been named as additional insureds in respect of
such liability insurance policies and the Administrative Agent has
been named as loss payee with respect to Property loss insurance.”
	 
	 	 	 	“Section 7.13 [RESERVED]”
	 
	 	 	 	“Section 7.14 Subsidiaries. Schedule 7.14 sets
forth the name of, and the ownership interest of the Borrower in,
each Subsidiary of the Borrower (as such Schedule may be updated
from time to time, including pursuant to a notice delivered in
accordance with Section 8.01(l)). As of the Third Amendment
Effective Date, there are no Unrestricted Subsidiaries other than
the Subsidiaries set forth in clause (iii) of the definition of
“Unrestricted Subsidiaries” in Section 1.01.”
	 
	 	 	 	“Section 7.15 Location of Business and Offices. The
Borrower’s jurisdiction of organization is Delaware; the name of the
Borrower as listed in the public records of Delaware is Magnum
Hunter Resources Corporation; and the organizational identification
number of the Borrower in Delaware is 2758331 (or, in each case, as
set forth in a notice delivered to the Administrative Agent pursuant
to Section 8.01(l) in accordance with Section
12.01). Each Subsidiary’s jurisdiction of organization, name as
listed in the public records of its jurisdiction of organization and




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	 	 	 	organizational identification number in its jurisdiction of
organization is stated on Schedule 7.14 (as such Schedule
may be updated from time to time, including pursuant to a notice
delivered in accordance with Section 8.01(l)).”
	 	 	 	“Section 7.16 Properties; Titles, Etc.
	 
	 		 	(c) The rights and Properties presently owned, leased or licensed by
the Borrower and the Restricted Subsidiaries including, without
limitation, all easements and rights of way, include all rights and
Properties necessary to permit the Borrower and the Restricted
Subsidiaries to conduct their business in all material respects in
the same manner as its business has been conducted prior to the
Effective Date.
	 
	 		 	(d) All of the material Properties of the Borrower and the
Restricted Subsidiaries which are reasonably necessary for the
operation of their businesses are in good working condition and are
maintained in accordance with prudent business standards.”





     5. Amendment to ARTICLE VIII. ARTICLE VIII of the Credit Agreement is hereby amended
to restate clauses (c), (f), (g), (h), (i) and (n) of Section 8.01, clause (b) of Section 8.02,
Section 8.07, Section 8.08 and clause (c) of Section 8.10 in their entirety as follows.




	 	 	 	“Section 8.01 Financial Statements; Ratings Change; Other
Information.
	 
	 		 	(c) Certificate of Financial Officer — Compliance.
Concurrently with any delivery of financial statements under
Section 8.01(a) or Section 8.01(b), a certificate of
a Financial Officer in substantially the form of Exhibit D
hereto (i) certifying as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action
taken or proposed to be taken with respect thereto, (ii) setting
forth reasonably detailed calculations demonstrating compliance with
Section 9.01 and (iii) stating whether any change in GAAP or
in the application thereof has occurred since the date of the
audited financial statements referred to in Section 7.04
and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate.
	 
	 		 	(f) Other Accounting Reports. Promptly upon receipt
thereof, a copy of each other report or letter (except standard and
customary correspondence) submitted to the Borrower or any of its
Restricted Subsidiaries by independent accountants in connection
with any annual, interim or special audit made by them of the




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	 	 	 	books of the Borrower or any such Restricted Subsidiary, and a copy
of any response by the Borrower or any such Restricted Subsidiary,
or the board of directors of the Borrower or any such Restricted
Subsidiary, to such letter or report.
	 
	 		 	(g) SEC and Other Filings; Reports to Shareholders.
Promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials
filed by the Borrower or any Restricted Subsidiary with the SEC, or
with any national securities exchange, or distributed by the
Borrower to its shareholders generally, as the case may be.
	 
	 		 	(h) Notices Under Material Instruments. Promptly after the
furnishing thereof, copies of any financial statement, report or
notice furnished to or by any Person pursuant to the terms of any
preferred stock designation, indenture, loan or credit or other
similar agreement of the Borrower or any of its Restricted
Subsidiaries, other than this Agreement and not otherwise required
to be furnished to the Lenders pursuant to any other provision of
this Section 8.01.
	 
	 		 	(i) Lists of Purchasers. Concurrently with the delivery of
any Reserve Report to the Administrative Agent pursuant to
Section 8.12, a list of Persons purchasing Hydrocarbons from
the Borrower or any Restricted Subsidiary accounting for at least
80% of the revenues resulting from the sale of all Hydrocarbons in
the one year period prior to the “as of” date of such Reserve
Report.
	 
	 		 	(n) Notices of Certain Changes. Promptly, but in any event
within five (5) Business Days after the execution thereof, copies of
any amendment, modification or supplement to the certificate or
articles of incorporation, by-laws, any preferred stock designation
or any other organic document of the Borrower or any Restricted
Subsidiary.”
	 
	 	 	 	“Section 8.02 Notices of Material Events.
	 
	 		 	(b) the filing or commencement of, or the threat in writing of, any
action, suit, proceeding, investigation or arbitration by or before
any arbitrator or Governmental Authority against the Borrower or any
Affiliate thereof not previously disclosed in writing to the Lenders
or any material adverse development in any action, suit, proceeding,
investigation or arbitration previously disclosed to the Lenders
that, in either such case, if adversely determined, could reasonably
be expected to result in a Material Adverse Effect;”




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	 	 	 	“Section 8.07 Insurance. The Borrower will, and will cause
each Restricted Subsidiary to, maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the
same or similar businesses operating in the same or similar
locations. The loss payable clauses or provisions in said insurance
policy or policies insuring any of the collateral for the Loans
shall be endorsed in favor of and made payable to the Administrative
Agent as its interests may appear and such policies shall name the
Administrative Agent and the Lenders as “additional insureds” and
provide that the insurer will endeavor to give at least 30 days
prior notice of any cancellation to the Administrative Agent.”
	 
	 	 	 	“Section 8.08 Books and Records; Inspection Rights. The
Borrower will, and will cause each Restricted Subsidiary to, keep
proper books of record and account in which full, true and correct
entries are made of all dealings and transactions in relation to its
business and activities. The Borrower will, and will cause each
Restricted Subsidiary to, permit any representatives designated by
the Administrative Agent or any Lender, upon reasonable prior
notice, to visit and inspect its Properties, to examine and make
extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent
accountants, all at such reasonable times during normal business
hours and as often as reasonably requested on an individual and
aggregate basis.”
	 
	 	 	 	“Section 8.10 Environmental Matters.
	 
	 		 	(c) The Borrower will, and will cause each Restricted Subsidiary to,
undertake reasonable environmental audits in connection with any
future acquisition of producing Oil and Gas Properties.”





     6. Amendment to Section 9.01. Section 9.01 of the Credit Agreement is hereby amended
to restate in its entirety subsection (a) thereof as follows:




	 	 	 	“(a) Current Ratio. Commencing with the fiscal quarter
ending March 31, 2011, the Borrower will not permit, as of the last
day of any fiscal quarter, its ratio of (i) consolidated current
assets of the Borrower and the Restricted Subsidiaries (including
the unused amount of the total Commitments, but excluding non-cash
assets under FAS 133) to (ii) consolidated current liabilities of
the Borrower and the Restricted Subsidiaries (excluding non-cash
obligations under FAS 133) (such ratio, the “Current Ratio”)
to be less than 1.0 to 1.0; provided that, if the Second
Lien Debt is




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	 	 	 	outstanding on June 30, 2012, then commencing with the fiscal
quarter ending June 30, 2012, the Borrower will not permit, as of
the last day of such fiscal quarter and any fiscal quarter
thereafter, its Current Ratio to be less than 1.05 to 1.0;
provided, further, that if the Second Lien Debt is
repaid in full and the commitments thereunder are terminated, then
commencing with the fiscal quarter during which such repayment and
termination occur, the Borrower will not permit, as of the last day
of such fiscal quarter and any fiscal quarter thereafter, its
Current Ratio to be less than 1.0 to 1.0.”





     7. Amendment to Section 9.02. Section 9.02 of the Credit Agreement is hereby amended
to delete the word “and” at the end of clause (o), redesignate clause (p) as clause (s) and insert
the following new clauses (p), (q) and (r):




	 	 	 	“(p) the Second Lien Debt (including guarantees in respect thereof)
not to exceed an aggregate principal amount of $100,000,000 at any
time outstanding and otherwise on terms and conditions reasonably
satisfactory to the Administrative Agent; provided that the
Borrower shall not prepay any amounts in respect of the Second Lien
Debt unless (i) no Default or Event of Default has occurred and is
continuing, (ii) after giving effect to such prepayment, the
Borrower shall have minimum Liquidity of not less than $50,000,000
and (iii) no Borrowing Base Deficiency (as defined in the
Intercreditor Agreement) exists; provided that,
notwithstanding the foregoing, so long as no Default or Event of
Default has occurred and is continuing and no Borrowing Base
Deficiency exists, the Borrower may prepay the Second Lien Debt with
the cash proceeds of (A) the Senior Notes or any other Debt
securities evidenced by bonds, debentures, notes or similar
instruments (excluding any Debt incurred in accordance with Section
9.02 of the Second Lien Credit Agreement) issued or incurred by the
Borrower, or (B) to the extent so provided in the Second Lien Credit
Agreement as in existence as of the Third Amendment Effective Date,
sales or issuances of Equity Interests by the Borrower;
provided, further that any such prepayment described
in clauses (A) or (B) is made within the time period provided
therefor in the Second Lien Credit Agreement as in existence as of
the Third Amendment Effective Date.
	 
	 		 	(q) Debt evidenced by Senior Notes (including unsecured guarantees
in respect thereof) not to exceed an aggregate principal amount of
$300,000,000 at any time outstanding; provided that the
Borrower shall not prepay any amounts owing under the Senior Notes
at any time;




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	 		 	(r) (i) guarantees by the Borrower and the Restricted Subsidiaries
in respect of Debt otherwise permitted by this Section 9.02
and (ii) unsecured guarantees by the Borrower and the Restricted
Subsidiaries at any one time outstanding not to exceed $2,000,000 in
respect of Debt of Unrestricted Subsidiaries incurred in the
ordinary course of business in connection with accounts payable
which are not greater than ninety (90) days past the date of invoice
or which are being contested in good faith by appropriate action and
for which adequate reserves have been maintained in accordance with
GAAP; and”.





     8. Amendment to Section 9.03. Section 9.03 of the Credit Agreement is hereby amended
to restate in their entirety clauses (g) and (h) thereof as follows and add the following new
clauses (i) and (j) at the end of said Section:




	 	 	 	“(g) Liens on the assets of Unrestricted Subsidiaries securing Debt
permitted by Sections 9.02(j) and (m) and Liens on
the assets of Triad Hunter LLC securing Debt permitted by
Section 9.02(m);
	 
	 		 	(h) Liens securing Debt permitted by Section 9.02(o);
provided that such Liens extend only to the property
purchased and/or financed with the proceeds of such Debt;
	 
	 		 	(i) a Lien on the Equity Interests in Eureka Hunter securing Debt of
Eureka Hunter;
	 
	 		 	(j) Liens securing Debt permitted by Section 9.02(s);
provided that (i) the Debt secured by such Liens shall not
exceed $2,000,000 at any one time outstanding and (ii) such Liens
extend only to the property purchased and/or financed with the
proceeds of such Debt; and
	 
	 		 	(k) Liens securing the Second Lien Debt; provided that such
Liens are subordinate to the Liens securing payment of the
Obligations as set forth in the Intercreditor Agreement.”





     9. Amendment to Section 9.04. Section 9.04 of the Credit Agreement is hereby amended
to delete the word “and” at the end of clause (d), redesignate clause (e) thereof as clause (f) and
insert the following new clause (e):




	 	 	 	“(e) the Borrower may repurchase warrants, options or other rights
entitling the holder thereof to purchase or acquire any Equity
Interest in the Borrower for cash consideration in an amount not to
exceed $100,000; and”.





     10. Amendment to Section 9.05. Section 9.05 of the Credit Agreement is hereby amended
to restate in its entirety clause (o) thereof as follows”



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	 	 	 	“(o) guarantees permitted under Section 9.02;”.





     11. Amendment to Section 9.16. Section 9.16 is hereby amended to delete the word “or”
at the end of clauses (e) and (f) thereof and add the following new clause (h) at
the end of said Section:




	 	 	 	“or (h) the documents evidencing the Second Lien Debt and Senior
Notes to the extent the restrictions and agreements contained in
such documents are reasonably satisfactory to the Administrative
Agent.”





     12. Amendment to Section 10.01. Section 10.01(k) of the Credit Agreement is hereby
amended by deleting the word “Subsidiary” and inserting in place thereof the phrase “Restricted
Subsidiary”.



     13. Amendment to Section 12.02(b). Section 12.02(b) of the Credit Agreement is hereby
amended by restating in its entirety clause (ii) thereof as follows:




	 	 	 	“(ii) increase the Conforming Borrowing Base or Non-Conforming
Borrowing Base without the written consent of each Lender, decrease
or maintain the Conforming Borrowing Base without the consent of the
Required Lenders or modify Section 2.07 without the consent
of each Lender,”.





     14. Amendment to Credit Agreement. The Credit Agreement is hereby amended to delete
Annex I, Exhibit A, Exhibit D, Exhibit F-1, Schedule 1.01A, Schedule 7.01 and Schedule 7.05 in
their entirety and insert in place thereof Annex I, Exhibit A, Exhibit D, Exhibit F-1, Schedule
1.01A, Schedule 7.01 and Schedule 7.05 in the forms attached hereto.



     15. Acknowledgement by the Borrower. The Borrower hereby acknowledges that the Eagle
Acquisition Closing Date did not occur as a result of the failure of the Eagle Acquisition to be
consummated on or before August 31, 2011.



     16. 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. 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.



     17. 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



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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 Third Amendment
Effective Date and (e) the execution, delivery and performance of this Amendment has been duly
authorized by the Borrower and Guarantors.




     18. Conditions to Effectiveness. This Amendment shall be effective on the Third
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 paid to the Administrative Agent and the Lenders all
fees and expenses that are due in connection with this Amendment, including those
amounts set forth in that certain letter dated August 31, 2011 between the
Administrative Agent, BMO Capital Markets and the Borrower and any billed fees and
disbursements of Andrews Kurth LLP;
	 
	 	(c)	 	the Administrative Agent, the Borrower and the Second Lien Agent shall have
executed the Intercreditor Agreement;
	 
	 	(d)	 	the receipt by the Administrative Agent of true and correct copies of the
documents evidencing the Second Lien Debt, which documents shall be reasonably
satisfactory to the Administrative Agent in all material respects;
	 
	 	(e)	 	the closing and funding of the Second Lien Debt shall occur on the Third
Amendment Effective Date; and
	 
	 	(f)	 	on the Third Amendment Effective Date, the Borrower shall demonstrate Liquidity
(as defined in the Credit Agreement, as amended by this Amendment) of at least
$50,000,000.
	 
	 	19.	 	New Lenders.
	 
	 	(a)	 	By its execution of this Amendment, each New Lender shall become a party to the
Credit Agreement as of the Third Amendment Effective Date and shall have all the rights
and obligations, severally and not jointly, of a “Lender” under the Credit Agreement
and the other Loan Documents as if each were an original signatory thereto, and shall
agree, and does hereby agree, severally and not jointly, to be bound by the terms and
conditions set forth in the Credit Agreement and the other Loan Documents to which the
Lenders are a party, in each case, as if each were an original signatory thereto.




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	 	(b)	 	Each New Lender, severally and not jointly, (i) confirms that it has received a
copy of the Credit Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Amendment
and the Credit Agreement; (ii) agrees that it has independently and without reliance
upon the Administrative Agent or any other Lender, and based on such information as it
has deemed appropriate, made its own credit analysis and decision to enter into this
Amendment and the Credit Agreement (and that it will, independently and without
reliance upon the Administrative Agent, the Issuing Bank or any other Lender and based
on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement); (iii) represents and warrants that (A) its name set forth herein is its
legal name, (B) it has the full power and authority and the legal right to make,
deliver and perform, and has taken all necessary action, to authorize the execution,
delivery and performance of this Amendment, and any and all other documents delivered
by it in connection herewith and to fulfill its obligations under, and to consummate
the transactions contemplated by, this Amendment, the Credit Agreement and the other
Loan Documents, (C) no consent or authorization of, filing with, or other act by or in
respect of any Governmental Authority, is required in connection herewith or therewith,
and (D) this Amendment constitutes its legal, valid and binding obligation; (iv)
appoints and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Loan Documents as are
delegated to the Administrative Agent by the terms thereof, together with such powers
and discretion as are reasonably incidental thereto; (v) appoints and authorizes the
Issuing Bank to take such action as letter of credit issuing bank on its behalf and to
exercise such powers and discretion under the Loan Documents as are delegated to the
Issuing Bank by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (vi) agrees that it will perform in accordance with
their terms all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Lender; and (vii) represents and warrants that
under applicable Laws no tax will be required to be withheld by the Administrative
Agent or the Borrower with respect to any payments to be made to such New Lender
hereunder or under any Loan Document, and no tax forms described in Section 5.03(a) of
the Credit Agreement are required to be delivered by such New Lender (or if required,
such tax forms have been delivered to the Administrative Agent as required under
Section 5.03(a) of the Credit Agreement).
	 
	 	(c)	 	Each New Lender hereby advises each other party hereto that its respective
address for notices and its respective Lending Office shall be as set forth below its
name on its signature page attached hereto.
	 
	 	(d)	 	On the Third Amendment Effective Date, each of the Lenders that was a Lender
prior to the date Third Amendment Effective Date (each, an “Existing Lender”)
hereby sells, assigns, transfers and conveys to the New Lenders, and each of the New
Lenders hereto hereby purchases and accepts, so much of the aggregate commitments
under, and loans and participations in letters of credit outstanding




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	 	 	 	under, the Credit Agreement such that, immediately after giving effect to the
effectiveness of this Amendment, the Applicable Percentage of each Lender to the
Credit Agreement and the portion of the relevant Commitment of each Lender, shall be
as set forth on Annex I, as amended hereby (it being understood that if any
Letters of Credit are outstanding under the Credit Agreement as of the Third
Amendment Effective Date, then each of the New Lenders shall have purchased and
accepted from the Existing Lenders, a participation in such outstanding Letters of
Credit based on its respective Applicable Percentage). The foregoing assignments,
transfers and conveyances are without recourse to any Existing Lender and without
any warranties whatsoever by the Administrative Agent, the Issuing Bank or any
Existing Lender as to title, enforceability, collectability, documentation or
freedom from liens or encumbrances, in whole or in part, other than that the
warranty of any such Existing Lender that it has not previously sold, transferred,
conveyed or encumbered such interests. The Existing Lenders and the Lenders shall,
if appropriate, make all appropriate adjustments in payments under the Credit
Agreement and the other Loan Documents thereunder for periods prior to the
adjustment date among themselves, but in no event shall any such adjustment of
Eurodollar Loans (a) constitute a payment or prepayment of all or a portion of any
Eurodollar Loans or (b) entitle any Lender to any reimbursement under Section 5.02
of the Credit Agreement.





     20. Matters Related to the Intercreditor Agreement. Each Lender (a) acknowledges that
it has received a copy of the Intercreditor Agreement, (b) consents to the incurrence of the Second
Lien Debt, (c) agrees that it will be bound by and will take no actions contrary to the provisions
of the Intercreditor Agreement and (d) authorizes and instructs the Administrative Agent to enter
into the Intercreditor Agreement as First Lien Collateral Agent (as defined therein) and on behalf
of such Lender.



     21. Matters Related to the Security Agreement. Each Lender authorizes and instructs
the Administrative Agent to enter into an amendment of the Security Agreement for the purpose of
effectuating the transactions contemplated hereby.



     22. 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.



     23. 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.



- 14 -









 





     24. 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]



- 15 -









 





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



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	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 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	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 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	WILLISTON HUNTER ND, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Ronald D. Ormand
 	 
	 	 	Ronald D. Ormand 	 
	 	 	Vice President and Treasurer 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	ADMINISTRATIVE AGENT AND LENDER:



BANK OF MONTREAL

 	 
	 	By:  	/s/ Gumaro Tijerina
 	 
	 	 	Gumaro Tijerina 	 
	 	 	Director 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	LENDER:



CAPITAL ONE, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Nancy M. Mak
 	 
	 	 	Nancy M. Mak 	 
	 	 	Vice President 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	LENDER:



AMEGY BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Mark Serice
 	 
	 	 	Mark Serice 	 
	 	 	Senior Vice President 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	LENDER:



KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ David Morris
 	 
	 	 	David Morris 	 
	 	 	Vice President 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	LENDER:





UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Irja R. Otsa 	 
	 	 	Associate Director 	 
	 
	 	 	 
	 	By:  	                          /s/ Mary E. Evans
 	 
	 	 	Mary E. Evans 	 
	 	 	Associate Director 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	LENDER:



CITIBANK, N.A.

 	 
	 	By:  	/s/ John Miller
 	 
	 	 	John Miller 	 
	 	 	Vice President 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	LENDER:



DEUTSCHE BANK TRUST COMPANY AMERICAS

 	 
	 	By:  	/s/ Marguerite Sutton
 	 
	 	 	Marguerite Sutton 	 
	 	 	Director 	 
	 
	 	 	 
	 	By:  	                         /s/ Omayra Laucella
 	 
	 	 	Omayra Laucella 	 
	 	 	Vice President 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	LENDER:



UNION BANK, N.A.

 	 
	 	By:  	                            /s/ Brian Caddell
 	 
	 	 	Brian Caddell 	 
	 	 	Vice President 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	LENDER:



CREDIT SUISSE AG, Cayman Islands Branch

 	 
	 	By:  	/s/ Nupur Kumar
 	 
	 	 	Nupur Kumar 	 
	 	 	Vice President 	 
	 
	 	 	 
	 	By:  	                         /s/ Michael D. Spaight
 	 
	 	 	Michael D. Spaight 	 
	 	 	Associate 	 
	 



Signature Page to Third Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	LENDER:



GOLDMAN SACHS BANK USA

 	 
	 	By:  	/s/ Ashwin Ramakrishna
 	 
	 	 	Ashwin Ramakrishna 	 
	 	 	Authorized Signatory 	 
	 



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	 	LENDER:



SUNTRUST BANK

 	 
	 	By:  	/s/ Andrew Johnson
 	 
	 	 	Name:  	Andrew Johnson 	 
	 	 	Title:  	Director 	 
	 
	 	Address for Notices:

 

303 Peachtree Street

Atlanta GA, 30308, 4th Floor

 	 
	 	
 	 
	 	Attention: Gregory C. Magnuson 	 
	 	Telecopy: 404-827-6270	 
	 



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ANNEX I




LIST OF MAXIMUM CREDIT AMOUNTS



	 	 	 	 	 	 	 	 	 
	Name of Lender	 	Applicable Percentage	 	 	Maximum Credit Amount	 
	Bank of Montreal
	 	 	12.600	%	 	$	31,500,000	 
	Capital One, N.A.
	 	 	11.000	%	 	$	27,500,000	 
	Amegy Bank National Association
	 	 	9.200	%	 	$	23,000,000	 
	KeyBank National Association
	 	 	9.200	%	 	$	23,000,000	 
	UBS Loan Finance LLC
	 	 	9.200	%	 	$	23,000,000	 
	Citibank, N.A.
	 	 	9.200	%	 	$	23,000,000	 
	Deutsche Bank Trust Company
Americas
	 	 	9.200	%	 	$	23,000,000	 
	Union Bank, N.A.
	 	 	9.200	%	 	$	23,000,000	 
	Credit Suisse AG
	 	 	7.600	%	 	$	19,000,000	 
	SunTrust Bank
	 	 	7.600	%	 	$	19,000,000	 
	Goldman Sachs Bank USA
	 	 	6.000	%	 	$	15,000,000	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	 	100.000000000	%	 	$	250,000,000.00	 






Annex I