Ex. 10.2 2015.03.11


Execution Version














Waiver and Amendment No. 5 to Credit Agreement 
and 
Amendment No. 3 to Guarantee and Collateral Agreement
dated as of March 11, 2015
among
Miller Energy Resources, Inc.,
as Borrower,
the Guarantors party hereto,
Apollo Investment Corporation,
as Administrative Agent,
and
the Lenders Party Hereto












WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT 
AND 
AMENDMENT  NO. 3 TO GUARANTEE AND COLLATERAL AGREEMENT


This Waiver and Amendment No. 5 to Credit Agreement and Amendment No. 3 to Guarantee and Collateral Agreement (this “Amendment”) dated as of March 11, 2015, is among MILLER ENERGY RESOURCES, INC., a corporation duly formed and existing under the laws of the State of Tennessee, the Guarantors party hereto, each of the Lenders party hereto, and APOLLO INVESTMENT CORPORATION, as Administrative Agent.
R E C I T A L S
A.    The Borrower, the Administrative Agent and the Lenders are parties to the Amended and Restated Credit Agreement dated as of February 3, 2014 (as amended by Amendment No. 1 to Credit Agreement dated as of June 2, 2014, Amendment No. 2 to Credit Agreement dated as of August 11, 2014, Amendment No. 3 to Credit Agreement dated as of August 19, 2014, and Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 2 to Guarantee and Collateral Agreement dated as of December 10, 2014 (the “Fourth Amendment”), and as otherwise amended, restated, supplemented or modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain extensions of credit available to the Borrower.
B.    At the Borrower’s request, the Administrative Agent and each of the Lenders party hereto have agreed, subject to the terms and conditions herein, to (i) amend certain terms and provisions of the Credit Agreement and the Guarantee and Collateral Agreement as herein set forth, and (ii) waive (A) any Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the Loan Parties’ failure to maintain a ratio of (a) the NYMEX Value of the total Proved Developed Reserves of the Loan Parties as shown on the most recently delivered Reserve Report, to (b) Total Debt, equal to or in excess of 1.10 to 1.00 in accordance with Section 9.01(e) of the Credit Agreement (the “Asset Coverage Event of Default”), (B) the Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the Borrower’s issuance of preferred Equity Interests with a stated liquidation preference in excess of $50,000,000 in violation of Section 9.20(c) of the Credit Agreement (the “Preferred Issuance Event of Default”), (C) the Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the Borrower’s permitting to exist Debt that is not otherwise permitted by Section 9.02 of the Credit Agreement in respect of accounts payable that are greater than 90 days past due and not otherwise being contested in good faith by appropriate proceedings (the “Indebtedness Event of Default”), (D) any Event of Default that has occurred and is continuing under Section 6 of the Fourth Amendment as a result of the Borrower’s or its Subsidiaries’ failure to provide the Administrative Agent with a Mortgage sufficient to create a first priority, perfected Lien (subject only to Specified Liens) in favor of the Secured Parties in the North Fork Pipeline and to deliver certain legal opinions in connection therewith on or before January 9, 2015 (the “North Fork Documentation Event of Default”), (E) the Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the payment by the Borrower of Series C Preferred Dividends and Series D Preferred Dividends on March 2, 2015 in violation of Section 9.04(a) of the Credit Agreement, since the Events of Default specified in this paragraph had occurred and were continuing as of the date of such payment (the “Restricted Payment Event of Default”) and (F) any Event of Default that has occurred and is continuing under Section 10.01(g) of the Credit Agreement with respect to the Events of Default specified in this paragraph, to the extent they also constitute Events of Default under the First Lien Credit Agreement, which constitutes Material Indebtedness (the “First Lien Cross Defaults”, and together with the Asset Coverage Event of Default, the 

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Preferred Issuance Event of Default, the Indebtedness Event of Default, the North Fork Documentation Event of Default, and the Restricted Payment Event of Default, collectively, the “Specified Events of Default”). 
C.    Now, therefore, to induce the Administrative Agent and the Lenders to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
A G R E E M E N T S


Section 1.Defined Terms.  Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to sections of the Credit Agreement.


Section 2.Amendments to Credit Agreement.


2.1Amendments to Section 1.02 of the Credit Agreement.  


(a)The definitions of “Additional Interest Discharge Date” and “Liquidity” in Section 1.02 of the Credit Agreement shall be amended and restated in their entirety to read as follows:


“Additional Interest Discharge Date” means the date, on or before May 31, 2015, on which the Borrower provides evidence satisfactory to the Administrative Agent and the Lenders in their sole discretion that the Borrower has received net cash proceeds of at least $20,000,000 in the aggregate from the issuance, on or after the Fifth Amendment Effective Date, of preferred Equity Interests in compliance with Section 9.20(c) and otherwise in accordance with the terms of this Agreement.
“Liquidity” means, at any time, the amount of the First Lien Loans that are then available for borrowing. 
(b)    The following new defined terms shall be inserted in Section 1.02 of the Credit Agreement in the proper alphabetical order to read as follows:
“Capex Conditions” means the Administrative Agent and the Majority Lenders have received evidence reasonably satisfactory to them that (a) each well located in the North Fork Field described in APOD A and drilled after the Fourth Amendment Effective Date has a daily average of gross production of Hydrocarbons (calculated at the wellhead) of at least 2,200 mcf per day for a minimum of 30 consecutive days, and (b) the aggregate Capital Expenditures made in respect of each such well do not exceed the Budgeted Gross Capital Expenditures (including any permitted variance) reflected in APOD A (as amended hereby) for such wells.


“Designated Tax Credit Certificate Payments” means each of the March Tax Credit Certificate Payments and the July Tax Credit Certificate Payments.


“Fifth Amendment” means that certain Waiver and Amendment No. 5 to Credit Agreement dated as of March 11, 2015 among the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.
    

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“Field Audit” means a field examination conducted by a Field Auditor of the Borrower’s and its Subsidiaries’ accounts payable and books and records related thereto, and any other items deemed necessary by the Administrative Agent.


“Field Auditor” means any auditors, appraisers or other advisors who may be retained by the Administrative Agent and Majority Lenders with the consent of the Borrower (not to be unreasonably withheld or delayed).


“Fifth Amendment Effective Date” means the date on which the conditions specified in Section 5 of the Fifth Amendment are satisfied (or waived in accordance with Section 12.02 of the Credit Agreement).


“March Tax Credit Certificate Payments” means the Tax Credit Certificate Payments submitted on October 30, 2014 and expected to be received in March 2015 in an approximate amount of $20,615,893. 


“July Tax Credit Certificate Payments” means the Tax Credit Certificate Payments submitted on January 31, 2015 and expected to be received in July 2015 in an approximate amount of $33,046,103.


“Subject Preferred Equity Interests” means any preferred Equity Interests issued by the Borrower with a stated liquidation preference, in the aggregate with all other preferred Equity Interests issued by the Borrower on or after the Effective Date, in excess of $63,704,550.


2.2    Amendment to Section 3.02(f) of the Credit Agreement.  Section 3.02(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:


(f) Additional Interest.  From and after the Fifth Amendment Effective Date and through but excluding the Additional Interest Discharge Date, the Loans shall bear additional interest at a rate equal to: (i) 1.00% payable in cash (to be paid on each Interest Payment Date and the Maturity Date, as applicable) plus (ii) 2.00% payable in kind.  From and after the Additional Interest Discharge Date, the Loans shall bear additional interest at a rate equal to (i) 1.00% payable in cash (to be paid on each Interest Payment Date and the Maturity Date, as applicable) plus (ii) 1.00% payable in kind.  Any additional interest payable in kind pursuant to this Section shall increase the principal amount of the Loans by the accrued amount of additional interest on each Interest Payment Date and the Maturity Date, as the case may be.  For the avoidance of doubt, the additional interest payable under this Section 3.02(f) shall be in addition to the applicable interest payable pursuant to Section 3.02(a) and Section 3.02(b), as applicable.
2.3Amendment to Section 8.16 of the Credit Agreement. Section 8.16 of the Credit Agreement is hereby amended to add the following sections to read as follows:


(f)     On or prior to the date that is 60 days after the Fifth Amendment Effective Date (or such later date that is approved by the Administrative Agent in its sole discretion), the Borrower shall deliver evidence satisfactory to the Administrative Agent that a Mortgage from Anchor Point Energy, LLC, encumbering the North Fork Pipeline, has been duly recorded and is effective to create first priority, perfected Liens (subject only to Specified Liens) in favor of the Administrative Agent for the benefit of the Secured Parties.

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(g)     On or before April 30, 2015, the Borrower shall have received at least $10,000,000 of net cash proceeds from the issuance of preferred Equity Interests in compliance with Section 9.20(c) and otherwise in accordance with this Agreement. 
(h)      On or before March 31, 2015, the Field Auditor shall have begun (and the Borrower and its Subsidiaries shall be cooperating with) a Field Audit of accounts payable of the Borrower and its Subsidiaries, such Field Audit to be completed no later than April 17, 2015 and the procedures and results of such Field Audit shall be reasonably satisfactory to the Majority Lenders in all respects. 
(i)    On or prior to the date that is 30 days after the Fifth Amendment Effective Date (or such later date that is approved by the Administrative Agent in its sole discretion), the Borrower shall deliver evidence satisfactory to the Administrative Agent that a Mortgage from Savant Alaska, LLC encumbering the Oil and Gas Properties acquired pursuant to the Savant Acquisition, has been duly recorded and is effective to create first priority, perfected Liens (subject only to Specified Liens) in favor of the Administrative Agent for the benefit of the Secured Parties.
(j)    On or before May 1, 2015, the Borrower shall deliver to the Administrative Agent a copy of the  Engineering Report (as defined in the First Lien Credit Agreement as in effect on the Fifth Amendment Effective Date) prepared by or under the supervision of the chief engineer of the Borrower dated as of April 15, 2015, as required by Section 8.16(j) of the First Lien Credit Agreement (as in effect on the Fifth Amendment Effective Date).
(k)     Contemporaneously with the delivery of the Mortgages required by Section 8.16(f) and Section 8.16(i), the Borrower shall cause to be delivered to the Administrative Agent an opinion of (i) Davis Wright Tremaine LLP, Alaska counsel for the Administrative Agent, and/or (ii) local counsel in each other jurisdiction requested by the Administrative Agent, in each case, in form and substance satisfactory to the Administrative Agent in its sole discretion.
2.4Amendment to Section 9.01(f) of the Credit Agreement.  Section 9.01(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


(f)    The Borrower will not permit, at any time (i) prior to the date of receipt by the Borrower or any Subsidiary of the March Tax Credit Certificate Payments, its Liquidity to be less than $5,000,000 and (ii) on and after such date (and, in any event, on and after March 30, 2015), its Liquidity to be less than $10,000,000.


2.5Amendments to Section 9.04(a) of the Credit Agreement.  Section 9.04(a)(iv) of the Credit Agreement is hereby restated in its entirety to read as follows:


 (iv) the Borrower may declare or make, or agree to pay or make, payments of the Series B Preferred Dividend, the Series C Preferred Dividend, and the Series D Preferred Dividend so long as, in each case, immediately prior to and after giving effect to each such declaration, payment or agreement to pay or make, as applicable, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Borrower is in pro forma compliance with Section 9.01 and (C) the amount of the First Lien Loans that are then available for borrowing is equal to or greater than $10,000,000.





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2.6Amendments to Section 9.10 of the Credit Agreement.  A new Section 9.10(c) is hereby added to the Credit Agreement to read as follows:


(c) Notwithstanding the foregoing, the Borrower and any of its Subsidiaries may sell, transfer, discount or otherwise Dispose of any Designated Tax Credit Certificate Payment so long as (i) the Majority Lenders shall, in their sole discretion, be satisfied with the net cash proceeds  received by the Borrower or any of its Subsidiaries in respect of such Disposition and (ii) the proceeds of such Disposition are applied as required by Section 9.27 of the First Lien Credit Agreement as in effect on the Fifth Amendment Effective Date.


2.7Amendment to Section 9.20(c) of the Credit Agreement.  The proviso to Section 9.20(c) of the Credit Agreement is hereby restated in its entirety to read as follows:


provided that, the Borrower may issue additional preferred Equity Interests so long as (i) the aggregate stated liquidation preference of all such preferred Equity Interests issued after the Effective Date shall not exceed $100,000,000 on the date of issuance, (ii) the terms and conditions of any such preferred Equity Interest are no more onerous to the Borrower than those contained in either the Series C Preferred Stock or the Series D Preferred Stock, and (iii) upon the issuance of additional preferred Equity Interests, the Borrower will furnish to the Administrative Agent prompt written notice of such issuance.


2.8Amendment to Section 9.25 of the Credit Agreement.  Section 9.25 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


“9.25 Permitted Capital Expenditures.  
    
(a)  The Borrower will not, and will not permit any Subsidiary or Miller 2009 Partnership to, use funds from any source (including proceeds of the First Lien Loans and amounts on deposit in the Collections Account) to make any Capital Expenditures, other than (a) from and including the Fifth Amendment Effective Date and through and including the date on which the Capex Conditions are satisfied, Mandatory Capital Expenditures, and (b) thereafter until the completion of APOD A and APOD B, Permitted Capital Expenditures.  For the avoidance of doubt, the restrictions in this Section 9.25 do not apply to Capital Expenditures made on behalf of the Borrower or any of its Subsidiaries by a third party in connection with any joint venture or other transaction in which the Borrower or such Subsidiary has a carried interest.” 


2.9Amendment to Section 10.01(t) of the Credit Agreement.  Section 10.01(t) of the Credit Agreement is hereby deleted in its entirety and marked “Reserved.”


2.10Amendment to APOD A.  Exhibit A to the Fourth Amendment shall be amended and restated in its entirety as set forth on Exhibit A hereto.


Section 3.Amendment to Guarantee and Collateral Agreement.  Schedule 2 to the Guarantee and Collateral Agreement shall be amended and restated in its entirety as set forth on Exhibit B hereto. 


Section 4.Waivers and Consent.  


4.1Waiver of Specified Events of Default.  The Lenders hereby agree, subject to the terms and conditions of this Amendment, to waive (a) the Indebtedness Event of Default to the extent such Event of 

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Default occurred prior to the Fifth Amendment Effective Date, (b) the Preferred Issuance Event of Default, (c) the Asset Coverage Ratio Event of Default, but only with respect to each Asset Coverage Test Date occurring during the period from the Fourth Amendment Effective Date through (but excluding) the April 30, 2015 Asset Coverage Test Date, (d) without limiting the obligations of the Borrower under Section 8.16(f) of the Credit Agreement, as amended hereby, the North Fork Documentation Event of Default, (e) the Restricted Payment Event of Default, and (f) the First Lien Cross Defaults.   


4.2No Other Waivers.  Except for the limited waivers set forth in Section 4.1 above, nothing contained in this Amendment shall be construed as a waiver by the Administrative Agent or any Lender of any covenant or provision of the Credit Agreement or any other Loan Document, and the failure of the Administrative Agent or any Lender at any time or times hereafter to require strict performance by any Loan Party of any provision hereof or thereof shall not waive, affect or diminish any right of the Administrative Agent or any Lender to thereafter demand strict compliance therewith.  The Administrative Agent and each Lender hereby reserves all rights granted under the Credit Agreement and the other Loan Documents with respect to any Default or Event of Default that has occurred and is continuing or may hereafter occur (other than the Specified Events of Default to the extent set forth in Section 4.1 above).  


Section 5.Conditions Precedent.  This Amendment shall become effective on the date (such date, the “Fifth Amendment Effective Date”) when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):


(a)The Administrative Agent shall have received from the Majority Lenders, the Administrative Agent, the Borrower and each Guarantor, counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Amendment signed on behalf of such Person.


(b)The Borrower shall have executed and delivered the Fifth Amendment Fee Letter dated as of March 11, 2015 (the “Fifth Amendment Fee Letter”) to the Administrative Agent.


(c)The Administrative Agent shall be reasonably satisfied that, substantially contemporaneously with the effectiveness of this Amendment, that the terms of the First Lien Credit Agreement will be amended in form and substance reasonably acceptable to the Administrative Agent.


(d)No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of, and the transactions contemplated by, this Amendment and the contemporaneous amendment to the First Lien Credit Agreement.


(e)The Borrower shall have paid to the Administrative Agent all costs, fees and expenses due and payable pursuant to the Credit Agreement, including (a) all fees payable under the Fifth Amendment Fee Letter, payable on the Fifth Amendment Effective Date and (b) to the extent invoiced, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement, including all invoiced costs, fees, and expenses due and payable to Bracewell & Giuliani LLP.


(f)The Administrative Agent shall have received such other documents and information as the Administrative Agent or its counsel shall have reasonably requested.





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Section 6.Miscellaneous.


6.1Confirmation. The provisions of the Credit Agreement, as amended by this Amendment, remain in full force and effect following the effectiveness of this Amendment.


6.2Release. In consideration of the Administrative Agent’s and the Lenders’ willingness to enter into this Amendment, each Loan Party hereby releases and forever discharges the Administrative Agent and each Lender and each of their respective Related Parties (all of the foregoing, collectively, the “Lender Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, including, without limitation, all claims, demands and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted (all of the above, collectively, “Claims”), that existed, arose or occurred at any time on or before the date of this Amendment, which any Loan Party may have or claim to have against any of the Lender Group in any way related to or connected with the Loan Documents or the transactions contemplated thereby.


6.3Ratification and Affirmation; Representations and Warranties.  Each of the Borrower and each Guarantor hereby:


(a)acknowledges the terms of this Amendment; 


(b)ratifies and affirms their respective obligations, and acknowledges their respective continued liability, under each Loan Document to which it is a party (including with respect to all of the Liens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; 


(c)represents and warrants to the Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Amendment No. 1 Effective Date remain in full force and effect and have not been amended or otherwise modified; and


(d)represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment, (i) the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement, as amended hereby, and in the other Loan Documents are true and correct in all material respects (unless such representation and warranty is already qualified by materiality, in which case such representation or warranty is simply true and correct) on and as of the date hereof, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties continue to be true and correct as aforesaid as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.


(e)Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart hereof.

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6.4NO ORAL AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.




6.5GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


6.6Payment of Expenses. In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out‐of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel.


6.7Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


6.8Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties to the Credit Agreement and their respective successors and permitted assigns.


6.9Loan Document. Each of this Amendment and the Fourth Amendment Fee Letter is a Loan Document.


 [SIGNATURES BEGIN NEXT PAGE]





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.


	
							
	BORROWER:
	 
	MILLER ENERGY RESOURCES, INC.

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	Chief Executive Officer
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	GUARANTORS:
	 
	MILLER DRILLING, TN LLC

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	MILLER ENERGY RESOURCES, INC.,

	 
	 
	 
	 
	its Sole Member

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Chief Executive Officer
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	MILLER ENERGY SERVICES, LLC
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	MILLER ENERGY RESOURCES, INC.,

	 
	 
	 
	 
	its Sole Manager

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Chief Executive Officer
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	MILLER ENERGY GP, LLC
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	MILLER ENERGY RESOURCES, INC.,

	 
	 
	 
	 
	its Sole Manager

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Chief Executive Officer
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	MILLER RIG & EQUIPMENT, LLC

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	MILLER ENERGY RESOURCES, INC.,

	 
	 
	 
	 
	its Sole Manager

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Chief Executive Officer
	 







Signature Page to Waiver and Amendment No. 5 to Credit Agreement
and
Amendment No. 3 to Guarantee and Collateral Agreement
(Miller Energy Resources, Inc.)
#4688537.24






	
							
	 
	 
	 
	COOK INLET ENERGY, LLC

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ David M. Hall
	 

	 
	 
	 
	 
	David M. Hall

	 
	 
	 
	 
	Manager and Chief Executive Officer

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	EAST TENNESSEE CONSULTANTS, INC.

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ David M. Hall
	 

	 
	 
	 
	 
	David M. Hall

	 
	 
	 
	 
	Chief Operating Officer

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	EAST TENNESSEE CONSULTANTS II, L.L.C.

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ David M. Hall
	 

	 
	 
	 
	 
	David M. Hall

	 
	 
	 
	 
	Chief Operating Officer

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	ANCHOR POINT ENERGY, LLC

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	COOK INLET ENERGY, LLC, its Manager

	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ David M. Hall

	 
	 
	 
	 
	 
	David M. Hall
	 

	 
	 
	 
	 
	 
	Chief Operating Officer
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	SAVANT ALASKA, LLC

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	Miller Energy Resources, Inc. its sole member

	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Chief Executive Officer
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	NUTAAQ OPERATING, LLC

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	Miller Energy Resources, Inc. its sole member

	 
	 
	 
	 
	 

	 
	 
	 
	 
	By:
	/s/ Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Carl F. Giesler, Jr.
	 

	 
	 
	 
	 
	 
	Chief Executive Officer
	 





Signature Page to Waiver and Amendment No. 5 to Credit Agreement
and
Amendment No. 3 to Guarantee and Collateral Agreement
(Miller Energy Resources, Inc.)
#4688537.24






	
						
	 
	APOLLO INVESTMENT CORPORATION, as Administrative Agent for the Lenders, and as a Lender

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	Apollo Investment Management, L.P.

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	ACC Management, LLC, as its

	 
	 
	 
	 
	General Partner
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Ted Goldthorpe
	 

	 
	 
	Name:
	Ted Goldthorpe
	 

	 
	 
	Title:
	President
	 





Signature Page to Waiver and Amendment No. 5 to Credit Agreement
and
Amendment No. 3 to Guarantee and Collateral Agreement
(Miller Energy Resources, Inc.)
#4688537.24






	
					
	 
	 
	HIGHBRIDGE PRINCIPAL STRATEGIES - 
SPECIALTY LOAN FUND III, L.P., as a Lender

	 
	 
	 
	 
	 

	 
	 
	By:
	Highbridge Principal Strategies, LLC as Trading Manager

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marcus Colwell
	 

	 
	 
	Name:
	Marcus Colwell
	 

	 
	 
	Title:
	Managing Director
	 

	 
	 
	 
	 
	 

	 
	 
	HIGHBRIDGE PRINCIPAL STRATEGIES - 
SPECIALTY LOAN VG FUND, L.P., as a Lender

	 
	 
	 
	 
	 

	 
	 
	By:
	Highbridge Principal Strategies, LLC its Manager

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marcus Colwell
	 

	 
	 
	Name:
	Marcus Colwell
	 

	 
	 
	Title:
	Managing Director
	 

	 
	 
	 
	 
	 

	 
	 
	HIGHBRIDGE PRINCIPAL STRATEGIES - 
NDT SENIOR LOAN FUND, L.P., as a Lender

	 
	 
	 
	 
	 

	 
	 
	By:
	Highbridge Principal Strategies, LLC its trading Manager

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marcus Colwell
	 

	 
	 
	Name:
	Marcus Colwell
	 

	 
	 
	Title:
	Managing Director
	 

	 
	 
	 
	 
	 

	 
	 
	HIGHBRIDGE PRINCIPAL STRATEGIES - 
SPECIALTY LOAN INSTITUTIONAL FUND III, L.P., as a Lender

	 
	 
	 
	 
	 

	 
	 
	By:
	Highbridge Principal Strategies, LLC its Manager

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marcus Colwell
	 

	 
	 
	Name:
	Marcus Colwell
	 

	 
	 
	Title:
	Managing Director
	 







Signature Page to Waiver and Amendment No. 5 to Credit Agreement
and
Amendment No. 3 to Guarantee and Collateral Agreement
(Miller Energy Resources, Inc.)
#4688537.24






	
					
	 
	 
	HIGHBRIDGE SPECIALTY LOAN INSTITUTIONAL HOLDINGS LIMITED, as a Lender

	 
	 
	 
	 
	 

	 
	 
	By:
	Highbridge Principal Strategies, LLC, its investment manager

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marcus Colwell
	 

	 
	 
	Name:
	Marcus Colwell
	 

	 
	 
	Title:
	Managing Director
	 

	 
	 
	 
	 
	 

	 
	 
	HIGHBRIDGE AIGUILLES ROUGES SECTOR A INVESTMENT FUND, L.P., as a Lender

	 
	 
	 
	 
	 

	 
	 
	By:
	Highbridge Principal Strategies, LLC as manager

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marcus Colwell
	 

	 
	 
	Name:
	Marcus Colwell
	 

	 
	 
	Title:
	Managing Director
	 

	 
	 
	 
	 
	 

	 
	 
	HIGHBRIDGE SPECIALTY LOAN SECTOR A INVESTMENT FUND, L.P., as a Lender

	 
	 
	 
	 
	 

	 
	 
	By:
	Highbridge Principal Strategies, LLC as Trading Manager

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marcus Colwell
	 

	 
	 
	Name:
	Marcus Colwell
	 

	 
	 
	Title:
	Managing Director
	 

	 
	 
	 
	 
	 

	 
	 
	LINCOLN INVESTMENT SOLUTIONS, INC., as a Lender

	 
	 
	 
	 
	 

	 
	 
	By:
	Highbridge Principal Strategies, LLC its Investment Manager

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marcus Colwell
	 

	 
	 
	Name:
	Marcus Colwell
	 

	 
	 
	Title:
	Managing Director
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	HIGHBRIDGE SPECIALTY LOAN HOLDINGS II L.P., as a Lender

	 
	 
	 
	 
	 

	 
	 
	By:
	Highbridge Principal Strategies, LLC its Investment Manager

	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ Marcus Colwell
	 

	 
	 
	Name:
	Marcus Colwell
	 

	 
	 
	Title:
	Managing Director
	 





Signature Page to Waiver and Amendment No. 5 to Credit Agreement
and
Amendment No. 3 to Guarantee and Collateral Agreement
(Miller Energy Resources, Inc.)
#4688537.24










Exhibit A


APOD A
	
				
	Field
	Well ID
	Budgeted Gross Capital Expenditures
	Permitted Variance

	REDOUBT
	 
	 
	 

	 
	RU-7
	$7,000,000
	10%

	 
	 
	 
	 

	Following RU-7, any three of the following 
four wells in the Redoubt Unit, as determined 
by Borrower:

	 
	RU-3
	$7,000,000
	10%

	 
	RU-4
	$7,000,000
	10%

	 
	RU-5
	$4,000,000
	10%

	 
	RU-6
	$4,000,000
	10%

	 
	 
	 
	 

	NORTH FORK:
	 
	 
	 

	Any four of the following six wells, 
as determined by Borrower:

	 
	NF-24-26
	$9,000,000
	10%

	 
	NF-42-36
	$9,000,000
	10%

	 
	NF-9
	$5,000,000
	10%

	 
	NF-10
	$5,000,000
	10%

	 
	NF-11
	$5,000,000
	10%

	 
	NF-12
	$5,000,000
	10%








Notwithstanding the permitted individual well variance, the aggregate variance on all wells shall not exceed 10%.



Exhibit A








Exhibit B


DESCRIPTION OF PLEDGED SECURITIES
Pledged Securities:
	
					
	Owner
	Issuer
	Class of Stock or other Equity Interest
	Ownership Interest/No. of Shares/Units
	Certificated or Uncertificated

	Miller Energy Resources, Inc.
	Cook Inlet Energy, LLC
	Membership interest in LLC
	100%
	Uncertificated

	Miller Energy Resources, Inc.
	East Tennessee Consultants, Inc.
	Common Stock
	1000 shares
100%
	Certificated (005)

	Miller Energy Resources, Inc.
	East Tennessee Consultants II, L.L.C.
	Membership Interest in LLC
	100%
	Uncertificated

	Miller Energy Resources, Inc.
	Miller Drilling, TN LLC
	Membership Interest in LLC
	100%
	Uncertificated

	Miller Energy Resources, Inc.
	Miller Energy Services, LLC
	Membership Interest in LLC
	100%
	Uncertificated

	Miller Energy Resources, Inc.
	Miller Energy GP, LLC
	Membership Interest in LLC
	100%
	Uncertificated

	Miller Energy Resources, Inc.
	Miller Rig & Equipment, LLC
	Membership Interest in LLC
	100%
	Uncertificated

	Cook Inlet Energy, LLC
	Anchor Point Energy, LLC
	Membership Interest in LLC
	100%
	Uncertificated

	Miller Energy Resources, Inc.
	Savant Alaska, LLC
	Membership Interest in LLC
	100%
	Uncertificated

	Savant Alaska, LLC
	Nutaaq Operating LLC
	Membership Interest in LLC
	100%
	Uncertificated








Pledged Notes:
NONE.

Exhibit B