magnum_8k-ex1001.htm


    Exhibit 10.1

     

    
      FIRST
AMENDMENT TO CREDIT AGREEMENT

       

      THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”),
effective as of the 30th day of November, 2009, 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 Borrowers, the Guarantors, the Lenders and the Administrative Agent entered
into that certain Credit Agreement dated November 23, 2009 (as amended or
restated from time to time, the “Credit Agreement”);
and

       

      WHEREAS,
the Borrowers, the Lenders and the Administrative Agent have agreed to 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 Borrowers, 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
1.02.  Section 1.02 of the Credit Agreement is hereby amended
to add the following proviso at the end of the definition of “Disqualified
Capital Stock”:

       

      “;
provided, however, Disqualified Capital Stock shall not include Series B or
Series C preferred stock so long as any dividends with respect thereto comply
with the provisions of Section
9.04.”

       

      3. Amendment to Section
9.02.  Section 9.02 of the Credit Agreement is hereby amended
to add the following new subsection (l) at the end of said Section
9.02:

       

      “(l)  obligations
with respect to Series B and Series C preferred stock issued by the Borrower in
form and substance substantially similar to the terms set forth in Schedule
2.1(b) to that certain Asset Purchase Agreement dated October 28, 2009 and
reasonably satisfactory to the Administrative Agent with respect to Series B,
and under substantially similar terms as specified in the preliminary prospectus
dated November 30, 2009, with respect to Series C, so long as any dividends with
respect thereto comply with the provisions of Section
9.04.”

       

       

      
        
           

        

        
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      4. Amendment to Section
9.04.  Section 9.04 of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:

       

      “Section
9.04   Restricted
Payments.  The Borrower will not, and will not permit any
Restricted Subsidiary to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, return any capital to its stockholders or
make any distribution of its Property to its Equity Interest holders, except
Restricted Subsidiaries may declare and pay dividends ratably with respect to
their Equity Interests and the Borrower may declare and pay dividends on its
preferred stock 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) ten
percent (10%) of the Borrowing Base and (y) $5,000,000, and (iii) such dividends
do not exceed $1,500,000 in any twelve (12) month period.”

       

      5. Amendment to Section
9.15.  Section 9.15 of the Credit Agreement is hereby deleted
in its entirety and replaced with the following:

       

      “Section 9.15  Subsidiary
Obligations and Preferred Stock.

       

      The
Borrower will not and will not permit any of its Subsidiaries to issue preferred
stock or create, incur or assume any Debt except for preferred stock and Debt,
in each case permitted under Section
9.02.”

       

      6. Ratification.  The
Borrower and Guarantors hereby ratify all of their 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.

       

      7. 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, (d) no Default or Event of Default exists under the Credit
Agreement or under any Loan Document and (e) the execution, delivery and
performance of this Amendment has been duly authorized by the Borrowers and
Guarantors.

       

      
        
           

        

        
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      8. Conditions to
Effectiveness.  This Amendment shall be effective as of the
date first written above upon the execution and delivery hereof by all parties
to the Administrative Agent.

       

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

       

      10. 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.

       

      11. 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 date first above
written.

       

       

      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: Magnum
Hunter Resources Corporation,

      its sole
member

       

      By: /s/ Ronald D. Ormand      

      Ronald D.
Ormand

      Chief
Financial Officer

       

       

      SHARON
RESOURCES, INC.,

      a
Colorado corporation

       

      By: /s/ Ronald D. Ormand      

      Ronald D.
Ormand

      Secretary

       

       

      
        
           

        

        
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      ADMINISTRATIVE AGENT AND
LENDER:

       

      BANK OF
MONTREAL

       

       

      By: /s/ James B. Whitmore      

      James B.
Whitmore

      Managing
Director

       

       

       

       

       

      
        
           

        

        
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