magnum_8a-ex0401.htm


    
      
        

      

    

    Exhibit 4.1

     

    MAGNUM HUNTER RESOURCES
CORPORATION

     

    CERTIFICATE
OF DESIGNATION OF RIGHTS AND PREFERENCES

     

    10.25%
SERIES C CUMULATIVE PERPETUAL PREFERRED STOCK

     

    (Pursuant
to Section 151 of the General Corporation Law of the State of
Delaware)

     

    Magnum
Hunter Resources Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware, in accordance with Section 151
of the Delaware General Corporation Law, does hereby certify that:

     

    1.  The
name of the corporation is Magnum Hunter Resources Corporation (formerly known
as Petro Resources Corporation and Kid Critter U.S.A., Inc., the
“Corporation”).

    


    2.  The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on June 4, 1997.

     

    3.  Pursuant
to the authority conferred upon the Board of Directors by the Certificate of
Incorporation of the Corporation, as amended (the "Certificate of
Incorporation"), and pursuant to the provisions of Sections 103 and
151(g) of the General Corporation Law of the State of Delaware, said Board of
Directors by unanimous written consent dated December 9, 2009, adopted a
resolution establishing the rights, preferences, privileges and restrictions of,
and the number of shares comprising, the Corporation's 10.25% Series C
Cumulative Perpetual Preferred Stock, which resolution is as
follows:

     

    RESOLVED,
that, pursuant to authority given by Article IV of the Corporation's Certificate
of Incorporation (which authorized 10,000,000 shares of preferred stock, par
value $0.01 per share), a new series of Preferred Stock in the Corporation,
having the rights, preferences, privileges and restrictions, and the number of
shares constituting such series and the designation of such series, set forth
below be, and it hereby is, authorized by the Board of Directors of the
Corporation as follows:

     

    Section
1.  Number
of Shares and Designation.  This series of Preferred Stock
shall be designated as 10.25% Series C Cumulative Preferred Stock, par value
$0.01 per share (the "Series C Preferred
Shares"), and the number of shares that shall constitute such series
shall be 750,000.

     

    Section
2.  Definitions.  For
purposes of the Series C Preferred Shares and as used in this Certificate, the
following terms shall have the meanings indicated:

     

    "Board of Directors"
shall mean the Board of Directors of the Corporation or any committee of members
of the Board of Directors authorized by such Board of Directors to perform any
of its responsibilities with respect to the Series C Preferred
Shares.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Business Day" shall
mean any day other than a Saturday, Sunday or a day on which state or federally
chartered banking institutions in New York, New York are not required to be
open.

     

    "Call Date" shall mean
the date fixed for redemption of the Series C Preferred Shares and specified in
the notice to holders required under paragraph (f) of Section 5 as the Call
Date.

     

    "Certificate" shall
mean the Certificate of Designations of Rights and Preferences of the Series C
Preferred Shares.

     

    A "Change of Ownership or
Control" shall be deemed to have occurred on the date (i) that a
"person," "group" or "entity" (within the meaning of Sections 13(d) and 14(d) of
the Exchange Act) becomes the ultimate "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be
deemed to have beneficial ownership of all shares of Voting Stock that such
person or group has the right to acquire regardless of when such right is first
exercisable), directly or indirectly, of Voting Stock representing more than 50%
of the total voting power of the total Voting Stock of the Corporation; (ii)
that the Corporation sells, transfers or otherwise disposes of all or
substantially all of its assets; or (iii) of the consummation of a merger or
share exchange of the Corporation with another entity where the Corporation's
stockholders immediately prior to the merger or share exchange would not
beneficially own, immediately after the merger or share exchange, shares
representing 50% or more of the outstanding Voting Stock of the corporation
issuing cash or securities in the merger or share exchange (without
consideration of the rights of any class of stock to elect directors by a
separate group vote), or where members of the Board of Directors immediately
prior to the merger or share exchange would not, immediately after the merger or
share exchange, constitute a majority of the board of directors of the
corporation issuing cash or securities in the merger or share
exchange.

     

    "Common Shares" shall
mean the shares of Common Stock, par value $0.01 per share, of the
Corporation.

     

    "Dividend Payment
Date" shall have the meaning set forth in paragraph (a) of Section
3.

     

    "Dividend Periods"
shall mean quarterly dividend periods commencing on January 1, April 1, July 1
and October 1 of each year and ending on and including the day preceding the
first day of the next succeeding Dividend Period (other than the initial
Dividend Period, which shall commence on the Issue Date and end on and include
March 31, 2010; provided, however, that any Dividend Period during which any
Series C Preferred Shares shall be redeemed pursuant to Section 5 shall end on
and include the Call Date only with respect to the Series C Preferred Shares
being redeemed).

     

    "Dividend Rate" shall
mean the dividend rate accruing on the Series C Preferred Shares, as applicable
from time to time pursuant to the terms hereof.

     

    "EBITDA(X)" shall mean
the sum of:  (i) net income for the period, plus (ii) any
extraordinary loss and other expenses not considered to be operating in nature
reflected in such net income, minus (iii) any extraordinary gain, interest
income and other income not considered operating in nature reflected in such net
income, plus (iv) depreciation, depletion, amortization and all other non-cash
expenses for that period, plus (v) all interest, fees, charges and related
expenses paid or payable (without duplication) for that period to a lender in
connection with borrowed money or the deferred purchase price of assets that are
considered "interest expense" under generally accepted accounting principles,
together with the portion of rent paid or payable (without duplication) for that
period under capital lease obligations that should be treated as interest in
accordance with Financial Accounting Standards Board Statement No. 13 plus (vi)
the aggregate amount of federal and state taxes on or measured by income for
that period (whether or not payable during that period), plus (vii) the amounts
classified as exploration expense and dry hole costs for a company following the
successful efforts method of accounting.

     

     

    
      
        
        

      

      
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    "Exchange Act" shall
mean the Securities Exchange Act of 1934, as amended.

     

    "Issue Date" shall
mean December 14, 2009.

     

    "Junior Shares" shall
have the meaning set forth in paragraph (c) of Section 7.

     

    "Market Value" of a
given security shall mean the average of the daily Trading Price per share of
such security for the ten consecutive Trading Days immediately prior to the date
in question.

     

    "National Market
Listing" shall mean the listing or quotation, as applicable, of
securities on or in the New York Stock Exchange, the NYSE Amex, the NASDAQ
Global Market, The NASDAQ Global Select Market or The NASDAQ Capital Market or
any comparable national securities exchange or national securities
market.

     

    "Qualifying Public
Company" shall mean a company with Voting Stock that is subject to a
National Market Listing and that, on a pro-forma combined basis with the
Corporation, had an EBITDA(X)-to-interest expense plus preferred dividends ratio
of at least 2.0-to-1.0 for the 12-month period ending as of the end of the
company's fiscal quarter immediately preceding the subject Change of Ownership
or Control.

     

    "Parity Shares" shall
have the meaning set forth in paragraph (b) of Section 7.

     

    "Penalty Rate" shall
mean 12.50% per annum.

     

    "Person" shall mean
any individual, firm, partnership, limited liability company, corporation or
other entity, and shall include any successor (by merger or otherwise) of such
entity.

     

    "SEC" shall have the
meaning set forth in Section 9.

     

    "Senior Shares" shall
have the meaning set forth in paragraph (a) of Section 7.

     

    "Series C Preferred
Shares" shall have the meaning set forth in Section 1.

     

    "set apart for
payment" shall be deemed to include, without any further action, the
following:  the recording by the Corporation in its accounting ledgers
of any accounting or bookkeeping entry that indicates, pursuant to an
authorization by the Board of Directors and a declaration of dividends or other
distribution by the Corporation, the initial and continued allocation of funds
to be so paid on any series or class of shares of stock of the Corporation;
provided, however, that if any funds for any class or series of Junior Shares or
any class or series of Parity Shares are placed in a separate account of the
Corporation or delivered to a disbursing, paying or other similar agent, then
"set apart for payment" with respect to the Series C Preferred Shares shall mean
irrevocably placing such funds in a separate account or irrevocably delivering
such funds to a disbursing, paying or other similar agent.

     

     

    
      
        
        

      

      
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    "Stated Rate" shall
mean 10.25% per annum.

     

    "Trading Day" shall
mean, if a security is listed or admitted to trading on The NASDAQ Global
Market, The NASDAQ Capital Market or The NASDAQ Global Select Market (each, a
"NASDAQ Stock
Market"), the New York Stock Exchange, the NYSE Amex or another national
securities exchange or national securities market, a full day on which the
NASDAQ Stock Market or such other national securities exchange or national
securities market on which the security is traded is open for business and on
which trades may be made thereon.

     

    "Trading Price" of a
security on any Trading Day (excluding any after-hours trading as of such date)
shall mean:

     

    (a)  the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and ask prices, regular way, in either case as
reported by the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading or quoted on the NYSE Amex, or if
such security is not listed or admitted to trading or quoted on the NYSE Amex,
as reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange or
national securities market on or in which such security is listed or admitted to
trading;

     

    (b)
 if such security is not listed on, admitted to trading or quoted on the
NYSE Amex or a national securities exchange or national securities market on
that date, the last price quoted by Interactive Data Corporation for that
security on the date, or if Interactive Data Corporation is not quoting such
price, a similar quotation service selected by the Corporation;

     

    (c)  if
such security is not so quoted, the average mid-point of the last bid and ask
prices for such security on that date from at least two dealers recognized as
market-makers for such security selected by the Corporation for this purpose;
or

     

    (d)  if
such security is not so quoted, the average of the last bid and ask prices for
such security on that date from a dealer engaged in the trading of such
securities selected by the Corporation for such purpose.

     

    "Transfer Agent" means
Nevada Agency and Transfer Company, or such other agent or agents of the
Corporation as may be designated by the Board of Directors or its duly
authorized designee as the transfer agent, registrar and dividend disbursing
agent for the Series C Preferred Shares.

     

    "Voting Preferred
Shares" shall have the meaning set forth in Section 8.

     

     

    
      
        
        

      

      
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    "Voting Stock" shall
mean stock of any class or kind having the power to vote generally for the
election of directors.

     

    Section
3.  Dividends.

     

    (a)  Holders
of Series C Preferred Shares shall be entitled to receive, when and as declared
by the Board of Directors out of funds of the Corporation legally available for
the payment of distributions, cumulative preferential cash dividends at a rate
per annum equal to the Dividend Rate of the $25.00 per share stated liquidation
preference of the Series C Preferred Shares.  Except as otherwise
provided in paragraphs (b) and (c) of this Section 3, the Dividend Rate shall be
equal to the Stated Rate.  Such dividends shall accrue and accumulate
on each issued and outstanding share of the Series C Preferred Shares on a daily
basis from (but excluding) the original date of issuance of such share and shall
be payable quarterly in equal amounts in arrears on the last calendar day of
each Dividend Period, beginning on March 31, 2010 (each such day being
hereinafter called a "Dividend Payment
Date"); provided that if any Dividend Payment Date is not a Business Day,
then the dividend that would otherwise have been payable on such Dividend
Payment Date may be paid on the next succeeding Business Day with the same force
and effect as if paid on such Dividend Payment Date, and no interest or
additional dividends or other sums shall accrue on the amount so payable from
such Dividend Payment Date to such next succeeding Business Day.  Any
dividend payable on the Series C Preferred Shares for any partial dividend
period shall be prorated and computed on the basis of a 360-day year consisting
of twelve 30-day months.  Dividends shall be payable to holders of
record as they appear in the stock records of the Corporation at the close of
business on the applicable record date, which shall be the tenth day preceding
the applicable Dividend Payment Date, or such other date designated by the Board
of Directors or an officer of the Corporation duly authorized by the Board of
Directors for the payment of dividends that is not more than 30 nor less than
ten days prior to such Dividend Payment Date.  The Corporation shall
pay the fourth quarter 2009 dividend payment with the March 31, 2010 dividend
payment based on the actual number of days the Series C Preferred Shares are
outstanding during the Dividend Period ending December 31, 2009.

     

    (b)  If
at any time the Corporation has failed to pay cash dividends on the Series C
Preferred Shares in full for an aggregate of four Dividend Periods, whether
consecutive or non-consecutive (a "Dividend Default"),
then:

     

    (i)  the Dividend Rate shall
increase to the Penalty Rate, commencing on the first day after the Dividend
Payment Date on which a Dividend Default occurs and for each subsequent Dividend
Payment Date thereafter until such time as the Corporation has paid all
accumulated accrued and unpaid dividends on the Series C Preferred Shares in
full and has paid accrued dividends for the two most recently completed Dividend
Periods in full in cash, at which time the Dividend Rate shall revert to the
Stated Rate;

     

    (ii)  On the next Dividend
Payment Date following the Dividend Payment Date on which a Dividend Default
occurs, and continuing until such time as the Corporation has paid all
accumulated accrued and unpaid dividends on the Series C Preferred Shares in
full and has paid accrued dividends for the two most recently completed Dividend
Periods in full in cash, the Corporation shall pay all dividends on the Series C
Preferred Shares, including all accumulated accrued and unpaid dividends, on
each Dividend Payment Date either in cash or, if not paid in cash, by issuing to
the holders thereof (A) if the Common Shares are then subject to a National
Market Listing, fully-tradable, registered Common Shares with a value equal to
the amount of dividends being paid, calculated based on the then current Market
Value of the Common Shares, plus cash in lieu of any fractional Common Share; or
(B) if the Common Shares are not then subject to a National Market Listing,
additional Series C Preferred Shares with a value equal to the amount of
dividends being paid, calculated based on the stated $25.00 liquidation
preference of the Series C Preferred Shares, plus cash in lieu of any fractional
Series C Preferred Shares (and dividends on any such Series C Preferred Shares
upon issuance shall accrue at the Penalty Rate and accumulate until such time as
the Dividend Rate shall revert to the Stated Rate in accordance with
subparagraph (i) of this paragraph (b));

     

     

    
      
        
        

      

      
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    (iii)  until such time as the
Dividend Rate reverts to the Stated Rate pursuant to subparagraph (i) of this
paragraph (b), the holders of Series C Preferred Shares will have the voting
rights described below in Section 8; and

     

    (iv)  to the extent that the
Corporation determines a shelf registration statement to cover resales of Common
Shares or Series C Preferred Shares is required in connection with the issuance
of, or for resales of such Common Shares or Series C Preferred Shares issued as
payment of a dividend, the Corporation will use its commercially reasonable
efforts to file and maintain the effectiveness of such a shelf registration
statement until such time as all sales of such stock have been resold
thereunder.

     

    Following
any Dividend Default that has been cured by the Corporation as provided above in
subparagraph (i) of this paragraph (b), if the Corporation subsequently fails to
pay cash dividends on the Series C Preferred Shares in full for any Dividend
Period, such subsequent failure shall constitute a separate Dividend Default,
and the foregoing provisions of subparagraphs (i), (ii), (iii) and (iv) of this
paragraph (b) shall immediately apply until such subsequent Dividend Default is
cured as so provided.

     

    (c)  If
the Corporation fails to maintain a National Market Listing for the Series C
Preferred Shares for 180 consecutive days or longer (a "Listing Default"),
then:

     

    (i)  the Dividend Rate shall
increase to the Penalty Rate, commencing on the day after the Listing Default
and continuing until such time as the Corporation has cured the Listing Default
by again subjecting the Series C Preferred Shares to a National Market Listing,
at which time the Dividend Rate shall revert to the Stated Rate;
and

     

    (ii)  until such time as the
Dividend Rate reverts to the Stated Rate pursuant to subparagraph (i) of this
paragraph (c), the holders of Series C Preferred Shares will have the voting
rights described below in Section 8.

     

    Following
any 180-consecutive day Listing Default that has been cured by the Corporation
as provided above in subparagraph (i) of this paragraph (c), if the Series C
Preferred Shares subsequently cease to be subject to a National Market Listing,
such event shall constitute a separate Listing Default, and the foregoing
provisions of subparagraphs (i) and (ii) of this paragraph (c) shall immediately
apply until such time as the Series C Preferred Shares are again subject to a
National Market Listing.

     

     

    
      
        
        

      

      
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    (d)  The
Corporation shall at all times keep reserved a sufficient number of Common
Shares or Series C Preferred Shares for the payment of dividends on the Series C
Preferred Shares as described above in paragraphs (b) and (c) of this Section 3,
and if a dividend is paid in shares of stock an amount equal to the aggregate
par value of the shares issued shall be designated as capital in respect of such
shares in accordance with Section 154 of the DGCL.

     

    (e)  No
dividend on the Series C Preferred Shares will be declared by the Corporation or
paid or set apart for payment by the Corporation at such time as the terms and
provisions of Senior Shares or any agreement of the Corporation, including any
agreement relating to its indebtedness, prohibit such declaration, payment or
setting apart for payment or provide that such declaration, payment or setting
apart for payment would constitute a breach thereof or a default thereunder, or
if such declaration, payment or setting aside of funds is restricted or
prohibited under the DGCL or other applicable law; provided, however,
notwithstanding anything to the contrary contained herein, dividends on the
Series C Preferred Shares shall continue to accrue and accumulate regardless of
whether: (i) any or all of the foregoing restrictions exist; (ii) the
Corporation has earnings or profits; (iii) there are funds legally available for
the payment of such dividends; or (iv) such dividends are authorized by the
Board of Directors.  Accrued and unpaid dividends on the Series C
Preferred Shares will accumulate as of the Dividend Payment Date on which they
first become payable or on the date of redemption of the Series C Preferred
Shares, as the case may be.

     

    (f)  Except
as provided in the next sentence, if any Series C Preferred Shares are
outstanding, no dividends will be declared or paid or set apart for payment on
any Parity Shares or Junior Shares, unless all accumulated accrued and unpaid
dividends are contemporaneously declared and paid in cash or declared and a sum
of cash sufficient for the payment thereof set apart for such payment on the
Series C Preferred Shares for all past Dividend Periods with respect to which
full dividends were not paid on the Series C Preferred Shares either in cash or
in Common Shares or Series C Preferred Shares.  When dividends are not
paid in full (or a sum sufficient for such full payment is not so set apart for
payment) upon the Series C Preferred Shares and upon all Parity Shares, all
dividends declared, paid or set apart for payment upon the Series C Preferred
Shares and all such Parity Shares shall be declared and paid pro rata or
declared and set apart for payment pro rata so that the amount of dividends
declared per share of Series C Preferred Shares and per share of such Parity
Shares shall in all cases bear to each other the same ratio that accumulated
dividends per share of Series C Preferred Shares and such other Parity Shares
(which shall not include any accumulation in respect of unpaid dividends for
prior dividend periods if such other Parity Shares do not bear cumulative
dividends) bear to each other.  No interest, or sum of money in lieu
of interest, shall be payable in respect of any dividend payment or payments on
Series C Preferred Shares which may be in arrears, whether at the Stated Rate or
at the Penalty Rate.

     

    (g)  Except
as provided in paragraph (f) of this Section 3, unless all accumulated accrued
and unpaid dividends on the Series C Preferred Shares are contemporaneously
declared and paid in cash or declared and a sum of cash sufficient for the
payment thereof is set apart for payment for all past Dividend Periods with
respect to which full dividends were not paid on the Series C Preferred Shares
either in cash or in Common Shares or Series C Preferred Shares, no dividends
(other than in shares of Common Shares or Junior Shares ranking junior to the
Series C Preferred Shares as to dividends and upon liquidation) may be declared
or paid or set apart for payment, nor shall any other dividend be declared or
made upon the Common Shares or any Junior Shares or Parity Shares, nor shall any
Common Shares or any Junior Shares or Parity Shared be redeemed, purchased or
otherwise acquired directly or indirectly for any consideration (or any monies
be paid to or made available for a sinking fund for the redemption of any such
stock) by the Corporation (except by conversion into or exchange for Junior
Shares or by redemption, purchase or acquisition of stock under any employee
benefit plan of the Corporation).

     

     

    
      
        
        

      

      
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    (h)  Holders
of Series C Preferred Shares shall not be entitled to any dividend, whether
payable in cash, property or shares, in excess of all accumulated accrued and
unpaid dividends on the Series C Preferred Shares as described in this Section
3.  Any dividend payment made on the Series C Preferred Shares shall
first be credited against the earliest accumulated accrued and unpaid dividend
due with respect to such shares which remains payable at the time of such
payment.

     

    Section
4.  Liquidation
Preference.

     

    (a)  In
the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, before any payment or distribution of the
assets of the Corporation (whether capital or surplus) shall be made to or set
apart for the holders of Junior Shares, as to the distribution of assets on any
liquidation, dissolution or winding up of the Corporation, each holder of the
Series C Preferred Shares shall be entitled to receive an amount of cash equal
to $25.00 per Series C Preferred Share plus an amount in cash equal to all
accumulated accrued and unpaid dividends thereon (whether or not earned or
declared) to the date of final distribution to such holders.  If, upon
any liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation, or proceeds thereof, distributable among the holders of the Series
C Preferred Shares shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments on any other shares of any class or series of
Parity Shares as to the distribution of assets on any liquidation, dissolution
or winding up of the Corporation, then such assets, or the proceeds thereof,
shall be distributed among the holders of Series C Preferred Shares and any such
other Parity Shares ratably in accordance with the respective amounts that would
be payable on such Series C Preferred Shares and any such other Parity Shares if
all amounts payable thereon were paid in full.  For the purposes of
this Section 4, none of (i) a consolidation or merger of the Corporation with
one or more corporations or to other entities, (ii) a sale, lease or transfer of
all or substantially all of the Corporation's assets or (iii) a statutory share
exchange shall be deemed to be liquidation, dissolution or winding up, voluntary
or involuntary, of the Corporation.

     

    (b)  Subject
to the rights of the holders of Senior Shares and Parity Shares, upon
liquidation, dissolution or winding up, upon any liquidation, dissolution or
winding up of the Corporation, after payment shall have been made in full to the
holders of the Series C Preferred Shares, as provided in this Section 4, any
other series or class or classes of Junior Shares shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the holders
of the Series C Preferred Shares shall not be entitled to share
therein.

     

     

    
      
        
        

      

      
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    Section
5.  Redemption.

     

    (a)  The
Series C Preferred Shares shall not be redeemable by the Corporation prior to
December 14, 2011, except following a Change of Ownership or Control as provided
below in paragraphs (b) and (c) of this Section 5.  On and after
December 14, 2011, the Corporation at its option, may redeem the Series C
Preferred Shares, in whole at any time or from time to time in part at the
option of the Corporation at a redemption price of $25.00 per Series C Preferred
Share, plus the amounts indicated in paragraph (d) of this Section
5.

     

    (b)  Following
a Change of Ownership or Control other than a Change of Ownership or Control
with, to or involving a Qualifying Public Company, within 90 days following the
date on which the Change of Ownership or Control has occurred, the Corporation
or the acquiring entity in such Change of Ownership or Control shall redeem the
Series C Preferred Shares, in whole and not in part, for cash at the following
price per Series C Preferred Share, plus the amounts indicated in paragraph (d)
of this Section 5:

     

    
      	
            	
              (i) 

            	
              if
      the Call Date is on or before December 14,
      2010..................................................$26.00

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Call Date is after December 14, 2010 and on or before December 14,
      2011............ $25.50

            


    

     

    
      	
            	
              (iii) 

            	
              if
      the Call Date is after December 14,
      2011..............................................................$25.00

            


    

     

    (c)  Following
a Change of Ownership or control with, to or involving a Qualifying Public
Company, for a period of 90 days following the date on which the Change of
Ownership or Control has occurred, such Qualifying Public Company will have the
right, but not the obligation, to redeem the Series C Preferred Shares, in whole
but not in part, for cash at the applicable price determined pursuant to the
schedule provided in subparagraphs (i) through (iii) of paragraph (b) of this
Section 5, plus the amounts indicated in paragraph (d) of this Section
5.

     

    (d)  Upon
any redemption of Series C Preferred Shares pursuant to this Section 5, the
Corporation (or, if applicable, the Qualifying Public Company) shall, subject to
the next sentence, pay any accumulated accrued and unpaid dividends in arrears
for any Dividend Period ending on or prior to the Call Date.  If the
Call Date falls after a dividend payment record date and prior to the
corresponding Dividend Payment Date, then each holder of Series C Preferred
Shares at the close of business on such dividend payment record date shall be
entitled to the dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such shares before such Dividend
Payment Date.  Except as provided above, the Corporation shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on Series
C Preferred Shares called for redemption.

     

    (e)  If
all accumulated accrued and unpaid dividends on the Series C Preferred Shares
and any other class or series of Parity Shares of the Corporation have not been
paid in cash, Common Shares or Series C Preferred Shares, or declared and set
apart for payment in cash, the Series C Preferred Shares shall not be redeemed
under this Section 5 in part and the Corporation shall not purchase or acquire
Series C Preferred Shares, otherwise than pursuant to a purchase or exchange
offer made on the same terms to all holders of Series C Preferred Shares and
Parity Shares.

     

     

    
      
        
        

      

      
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    (f)  Notice
of the redemption of any Series C Preferred Shares under this Section 5 shall be
mailed by first class mail to each holder of record of Series C Preferred Shares
to be redeemed at the address of each such holder as shown on the Corporation's
records, not less than 30 nor more than 60 days prior to the Call Date. Neither
the failure to mail any notice required by this paragraph (f), nor any defect
therein or in the mailing thereof, to any particular holder, shall affect the
sufficiency of the notice or the validity of the proceedings for redemption with
respect to the other holders. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given on the date mailed
whether or not the holder receives the notice. Each such mailed notice shall
state, as appropriate: (1) the Call Date; (2) the number of Series C Preferred
Shares to be redeemed and, if fewer than all the shares held by such holder are
to be redeemed, the number of such shares to be redeemed from such holder; (3)
the redemption price per Series C Preferred Share (determined as set forth in
paragraph (a) or (b) of this Section 5, as applicable) plus accumulated accrued
and unpaid dividends through the Call Date (determined as set forth in paragraph
(d) of this Section 5); (4) if any shares are represented by certificates, the
place or places at which certificates for such shares are to be surrendered; (5)
that dividends on the shares to be redeemed shall cease to accrue on such Call
Date except as otherwise provided herein; and (6) any other information required
by law or by the applicable rules of any exchange or national securities market
upon which the Series C Preferred Shares may be listed or admitted for trading.
Notice having been mailed as aforesaid, from and after the Call Date (unless the
Corporation (or, if applicable, the Qualifying Public Company) shall fail to
make available an amount of cash necessary to effect such redemption), (i)
except as otherwise provided herein, dividends on the Series C Preferred Shares
so called for redemption shall cease to accrue, (ii) said shares shall no longer
be deemed lo be outstanding, and (iii) all rights of the holders thereof as
holders of Series C Preferred Shares shall cease (except the right to receive
cash payable upon such redemption, without interest thereon, upon surrender and
endorsement of their certificates if so required and to receive any dividends
payable thereon).

     

    (g)  The
Corporation's (or, if applicable, the Qualifying Public Company's) obligation to
provide cash in accordance with the preceding sentence shall be deemed fulfilled
if, on or before the Call Date, the Corporation (or such Qualifying Public
Company) shall irrevocably deposit funds necessary for such redemption, in
trust, with a bank or trust company that has, or is an affiliate of a bank or
trust company that has, capital and surplus of at least $50,000,000, with
irrevocable instructions that such cash be applied to the redemption of the
Series C Preferred Shares so called for redemption, in which case the notice to
holders of the Series C Preferred Shares will (i) state the date of such
deposit, (ii) specify the office of such bank or trust company as the place of
payment of the redemption price and (iii) require such holders to surrender the
certificates, if any, representing such shares at such place on or about the
date fixed in such redemption notice (which may not be later than the Call Date)
against payment of the redemption price (including all accumulated accrued and
unpaid dividends to the redemption date). No interest shall accrue for the
benefit of the holders of Series C Preferred Shares to be redeemed on any cash
so set aside by the Corporation (or such Qualifying Public Company). Subject to
applicable escheat laws, any such cash unclaimed at the end of six months from
the Call Date shall revert to the general funds of the Corporation (or such
Qualifying Public Company), after which reversion the holders of such shares so
called for redemption shall look only to the general funds of the Corporation
(or such Qualifying Public Company) for the payment of such cash.

     

     

    
      
        
        

      

      
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    (h)  As
promptly as practicable after the surrender in accordance with said notice of
the certificates, if any, for any such shares so redeemed (properly endorsed or
assigned for transfer, if the Corporation (or, if applicable, the Qualifying
Public Company) shall so require and if the notice shall so state), such shares
shall be exchanged for any cash (without interest thereon) for which such shares
have been redeemed.  If fewer than all the outstanding Series C
Preferred Shares are to be redeemed, shares to be redeemed shall be selected by
the Corporation from outstanding Series C Preferred Shares not previously called
for redemption by lot or pro rata (as nearly as may be) or by any other method
determined by the Corporation in its sole discretion to be equitable. If fewer
than all the Series C Preferred Shares represented by any certificate are
redeemed, then new certificates representing the unredeemed shares shall be
issued without cost to the holder thereof.

     

    Section
6. Status of Acquired
Shares. All Series C Preferred Shares issued and redeemed by the
Corporation in accordance with Section 5 above, or otherwise acquired by the
Corporation, shall be restored to the status of authorized but unissued shares
of undesignated Preferred Stock of the Corporation.

     

    Section
7. Ranking. Any
class or series of shares of stock of the Corporation shall be deemed to
rank:

     

    (a)  prior
to the Series C Preferred Shares, as to the payment of dividends and as to
distribution of assets upon liquidation, dissolution or winding up, if the
holders of such class or series shall be entitled to the receipt of dividends or
of amounts distributable upon liquidation, dissolution or winding up, as the
case may be, in preference or priority to the holders of Series C Preferred
Shares ("Senior
Shares"), including the Corporation's Series B Redeemable Convertible
Preferred Stock (the "Series B Preferred
Shares"), which has not been issued as of the date of this Certificate,
but the issuance of which is accepted and agreed to by the holders of the Series
C Preferred Shares subject to the limitation on the amount of Series B Preferred
Shares in Section 8 below;

     

    (b)  on
a parity with the Series C Preferred Shares, as to the payment of dividends and
as to distribution of assets upon liquidation, dissolution or winding up,
whether or not the dividend rates, dividend payment dates or redemption or
liquidation prices per share thereof be different from those of the Series C
Preferred Shares, if the holders of such class or series and the Series C
Preferred Shares shall be entitled to the receipt of dividends and of amounts
distributable upon liquidation, dissolution or winding up in proportion to their
respective amounts of accrued and unpaid dividends per share or liquidation
preferences, without preference or priority one over the other ("Parity Shares");
and

     

    (c)  junior
to the Series C Preferred Shares, as to the payment of dividends and as to the
distribution of assets upon liquidation, dissolution or winding up, if such
class or series shall be the Common Shares or any other class or series of
shares of stock of the Corporation now or hereafter issued and outstanding over
which the Series C Preferred Shares have preference or priority in the payment
of dividends and in the distribution of assets upon any liquidation, dissolution
or winding up of the Corporation ("Junior
Shares").

     

     

    
      
        
        

      

      
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    Section
8. Voting
Rights. The Series C Preferred Shares shall have no voting rights, except
as set forth in this Section 8.

     

    In the
circumstances identified in subparagraphs (b) and (c) of Section 3 hereof, the
number of directors then constituting the Board of Directors shall increase by
two, and the holders of Series C Preferred Shares, together with the holders of
shares of every other series of Parity Shares upon which like voting rights have
been conferred and are exercisable (any such other series, the "Voting Preferred
Shares"), voting as a single class regardless of series, shall be
entitled to elect two additional directors at any annual meeting of stockholders
or special meeting held in place thereof, or at a special meeting of the holders
of the Series C Preferred Shares and the Voting Preferred Shares called as
hereinafter provided. Such voting rights shall continue until terminated as
provided in subparagraph (b) or (c) of Section 3 hereof, as applicable,
whereupon the terms of all persons elected as directors by the holders of the
Series C Preferred Shares and the Voting Preferred Shares shall terminate and
the number of directors constituting the Board of Directors, shall decrease
accordingly. At any time after such voting power shall have been so vested in
the holders of Series C Preferred Shares and the Voting Preferred Shares, the
Secretary of the Corporation may, and upon the written request of any holder of
Series C Preferred Shares (addressed to the Secretary at the principal office of
the Corporation) shall, call a special meeting of the holders of the Series C
Preferred Shares and of the Voting Preferred Shares for the election of the two
directors to be elected by them as herein provided, such call to be made by
notice similar to that provided in the Bylaws of the Corporation for a special
meeting of the stockholders or as required by law. If any such special meeting
required to be called as above provided shall not be called by the Secretary
within 75 days after receipt of any such request, then any holder of Series C
Preferred Shares may call such meeting, upon the notice above provided, and for
that purpose shall have access to the share records of the Corporation for the
Series C Preferred Shares and Voting Preferred Shares. The directors elected at
any such special meeting shall serve until the next annual meeting of the
stockholders or special meeting held in lieu thereof and until their successors
are duly elected and qualified, if such term shall not have previously
terminated as above provided. If any vacancy shall occur among the directors
elected by the holders of the Series C Preferred Shares and the Voting Preferred
Shares, a successor shall be elected by the Board of Directors, upon the
nomination of the then-remaining director elected by the holders of the Series C
Preferred Shares and the Voting Preferred Shares or the successor of such
remaining director, if any, to serve until the next annual meeting of the
stockholders or special meeting held in place thereof and until their successors
are duly elected and qualified, if such term shall not have previously
terminated as provided above.

     

    So long
as any Series C Preferred Shares are outstanding, the affirmative vote of the
holders of at least two-thirds of the Series C Preferred Shares and the Voting
Preferred Shares at the time outstanding, acting as a single class regardless of
series, given in person or by proxy, either in writing without a meeting or by
vote at any meeting called for the purpose, shall be necessary (in addition to
any required vote of the Series B Preferred Stock) for effecting or
validating:

     

     

    
      
        
        

      

      
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    (a)  Any
amendment, alteration or repeal of any of the provisions of the Certificate of
Incorporation or these terms of the Series C Preferred Shares that materially
and adversely affects the rights, preferences or voting power of the Series C
Preferred Shares or the Voting Preferred Shares; provided, however, that the
amendment of the provisions of the Certificate of Incorporation so as to
authorize or create, or to increase the authorized amount of, the Series C
Preferred Shares, any Junior Shares that are not senior in any respect to the
Series C Preferred Shares or the Voting Preferred Shares, or any shares of any
class ranking, as to receipt of dividends or distribution of assets upon
liquidation, dissolution or winding up of the Corporation, on a parity with the
Series C Preferred Shares or the Voting Preferred Shares shall not be deemed to
materially or adversely affect the rights, preferences or voting power of the
Series C Preferred Shares or the Voting Preferred Shares; and provided, further,
that if any such amendment, alteration or repeal would materially and adversely
affect any voting powers, rights or preferences of the Series C Preferred Shares
or another series of Voting Preferred Shares that are not enjoyed by some or all
of the other series otherwise entitled to vote in accordance herewith, the
affirmative vote of at least two-thirds of the votes entitled to be cast by the
holders of all series similarly affected, similarly given, shall be required in
lieu of the affirmative vote of at least two-thirds of the votes entitled to he
cast by the holders of the Series C Preferred Shares and the Voting Preferred
Shares otherwise entitled to vote in accordance herewith;

     

    (b)  A
statutory share exchange that affects the Series C Preferred Shares, a
consolidation with or merger of the Corporation into another entity, or a
consolidation with or merger of another entity into the Corporation, unless in
each such case each Series C Preferred Share (i) shall remain outstanding
without a material and adverse change to its terms, voting powers, preferences
and rights or (ii) shall be converted into or exchanged for preferred shares of
the surviving entity having preferences, conversion or other rights, voting
powers, restrictions, limitations as to dividends or distributions,
qualifications and terms or conditions of redemption thereof identical to that
of a Series C Preferred Share (except for changes that do not materially and
adversely affect the Series C Preferred Shares); provided, however, that if any
such share exchange, consolidation or merger would materially and adversely
affect any voting powers, rights or preferences of the Series C Preferred Shares
or another series of Voting Preferred Shares that are not enjoyed by some or all
of the other series otherwise entitled to vote in accordance herewith, the
affirmative vote of at least two-thirds of the votes entitled to be cast by the
holders of all series similarly affected, similarly given, shall be required in
lieu of the affirmative vote of at least two-thirds of the votes entitled to be
cast by the holders of the Series C Preferred Shares and the Voting Preferred
Shares otherwise entitled to vote in accordance herewith;

     

    (c)  The
authorization, reclassification or creation of, or the increase in the
authorized amount of, any shares of any class or any security convertible into
or exchangeable for shares of any class ranking prior to the Series C Preferred
Shares or the Voting Preferred Shares in the distribution of assets on any
liquidation, dissolution or winding up of the Corporation or in the payment of
dividends; or

     

    (d)
 The issuance of any shares of the Corporation's Series A Convertible
Preferred Stock;

     

     

    
      
        
        

      

      
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    provided,
however, that no such vote of the holders of Series C Preferred Shares shall be
required after December 14, 2011, or in connection with a Change of Ownership or
Control if, at or prior to the time when such amendment, alteration, repeal,
share exchange, consolidation, merger or conversion is to take effect, or when
the issuance of any such prior shares or convertible security is to be made, as
the case may be, a deposit is made for the redemption in cash of all Series C
Preferred Shares at the time outstanding as provided in paragraph (g) of Section
5 hereof for a redemption price determined under the appropriate paragraph of
Section 5; and
provided, further, that no vote of the holders of Series C Preferred Shares
shall be required for the issuance of Series B Preferred Shares having an
aggregate liquidation preference of $15 million, plus accrued and unpaid
dividends (which may be paid in cash or in shares of Series B Preferred Shares
of equivalent value to the cash dividend); provided that such dividends shall
accrue at a rate not to exceed 2.75% per annum of the liquidation preference of
the Series B Preferred Shares.

     

    So long
as any Series C Preferred Shares are outstanding, the affirmative vote of the
holders of at least a majority of the Series C Preferred Shares and the Voting
Preferred Shares at the time outstanding, acting as a single class regardless of
series, given in person or by proxy, either in writing without a meeting or by
vote at any meeting called for the purpose, shall be necessary (in addition to
any required vote of the Series B Preferred Stock) for effecting or validating
the amendment of the provisions of the Certificate of Incorporation so as to
authorize or create, or to increase the authorized amount of, the Series C
Preferred Shares, or any shares of any class ranking, as to receipt of dividends
or distribution of assets upon liquidation, dissolution or winding up of the
Corporation, on parity with the Series C Preferred Shares or the Voting
Preferred Shares.

     

    For
purposes of the foregoing provisions of this Section 8, each Series C Preferred
Share shall have one vote per share, except that when any other series of Voting
Preferred Shares shall have the right to vote with the Series C Preferred Shares
as a single class on any matter, then the Series C Preferred Shares and such
other series shall have with respect to such matters one vote per $25.00 of
stated liquidation preference. Except as set forth herein, the Series C
Preferred Shares shall not have any relative, participating, optional or other
special voting rights and powers other than as set forth herein, and the consent
of the holders thereof shall not be required for the taking of any corporate
action,

     

    No
amendment to these terms of the Series C Preferred Shares shall require the vote
of the holders of Common Shares (except as required by law) or any series of
Preferred Stock other than the Voting Preferred Shares and the Series B
Preferred Shares.

     

    Section
9. Information
Rights. During any period in which the Corporation is not subject to
Section 13 or 15(d) of the Exchange Act and any Series C Preferred Shares are
outstanding, the Corporation shall (a) transmit by mail to all holders of Series
C Preferred Shares, as their names and addresses appear in the Corporation's
record books and without cost to such holders, copies of the annual reports and
quarterly reports that the Corporation would have been required to file with the
Securities and Exchange Commission (the "SEC") pursuant to
Section 13 or 15(d) of the Exchange Act if the Corporation was subject to such
Sections (other than any exhibits that would have been required); and (b)
promptly upon written request, supply copies of such reports to any prospective
holder of Series C Preferred Shares. The Corporation shall mail the reports to
the holders of Series C Preferred Shares within 15 days after the respective
dates by which the Corporation would have been required to file the reports with
the SEC if the Corporation were then subject to Section 13 or 15(d) of the
Exchange Act, assuming the Corporation is a "non-accelerated filer" in
accordance with the Exchange Act.

     

     

    
      
        
        

      

      
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    Section
10. Record
Holders. The Corporation and the Transfer Agent shall deem and treat the
record holder of any Series C Preferred Shares as the true and lawful owner
thereof for all purposes, and neither the Corporation nor the Transfer Agent
shall be affected by any notice to the contrary,

     

    Section
11. Sinking
Fund. The Series C Preferred Shares shall not be entitled to the benefits
of any retirement or sinking fund.

     

    Section
12. Conversion.
The Series C Preferred Shares shall not be convertible into or exchangeable for
any stock or other securities or property of the Corporation.

     

    Section
13. Book Entry.
The Series C Preferred Shares shall be issued initially in the form of one or
more fully registered global certificates ("Global Preferred
Shares"), which shall be deposited on behalf of the purchasers
represented thereby with the Transfer Agent, as custodian for a securities
depositary (the "Depositary") that is
a clearing agency under Section 17A of the Exchange Act (or with such other
custodian as the Depositary may direct), and registered in the name of the
Depositary or its nominee, duly executed by the Corporation and authenticated by
the Transfer Agent. The number of Series C Preferred Shares represented by
Global Preferred Shares may from time to time be increased or decreased by
adjustments made on the records of the Transfer Agent and the Depositary as
hereinafter provided. Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under these terms of the Series C Preferred Shares with respect
to any Global Preferred Shares held on their behalf by the Depositary or by the
Transfer Agent as the custodian of the Depositary or under such Global Preferred
Shares, and the Depositary may be treated by the Corporation, the Transfer Agent
and any agent of the Corporation or the Transfer Agent as the absolute owner of
such Global Preferred Shares for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Transfer Agent or any
agent of the Company or the Transfer Agent from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
impair, as between the Depositary and its Agent Members, the operation of
customary practices of the Depositary governing the exercise of the rights of a
holder of a beneficial interest in any Global Preferred Shares.

     

     [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to
be duly executed and acknowledged by Gary C. Evans its Chief Executive Officer
as of this 10th day of December, 2009.

     

     

    
      
        	 	MAGNUM
      HUNTER RESOURCES CORPORATION 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Gary
      C. Evans	 
	 	 	Name:
      Gary C. Evans	 
	 	 	Title:
      Chief Executive
      Officer        	 


      

    

                                                           

                                                            


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