Exhibit



Exhibit 10.25.2



THIRD AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT 


THIS THIRD AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT (this “Amendment”), effective as of the 1st day of April, 2016 (the “Effective Date”), is entered into by and among MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the undersigned Lenders listed on the signature pages hereto, in their capacity as existing Lenders, and Cantor Fitzgerald Securities (in its individual capacity, “Cantor Fitzgerald”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).  All capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to them in the DIP Credit Agreement referred to below.
RECITALS
WHEREAS, on December 15, 2015, the Borrower and certain Subsidiaries of Borrower (collectively, the “Debtors”) filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court;
WHEREAS, in connection with the Debtors’ Bankruptcy Cases, the Borrower, the Lenders party thereto, and Cantor Fitzgerald, as Administrative Agent and as Collateral Agent entered into that certain Debtor In Possession Credit Agreement, dated as of December 17, 2015, and amended on January 7, 2016 and on February 12, 2016 (as amended, the “DIP Credit Agreement”);
WHEREAS, the Borrower and the Required Tranche Lenders have agreed to further amend the DIP Credit Agreement to modify certain Milestones as provided in this Amendment;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Required Tranche Lenders and the Administrative Agent hereby agree as follows:
1.Amendments to Section 1.02 of the DIP Credit Agreement.  
(a)Section (g) of the definition of “Milestones” in Section 1.02 of the DIP Credit Agreement is hereby amended to read in its entirety as follows:
“(g)    On or before April 8, 2016, the Bankruptcy Court shall have commenced the hearing to consider confirmation of the Plan of Reorganization (the “Confirmation Hearing”);”
(b)Section (h) of the definition of “Milestones” in Section 1.02 of the DIP Credit Agreement is hereby amended to read in its entirety as follows:
“(h)    On or before April 11, 2016, the Bankruptcy Court shall have entered an order confirming the Plan of Reorganization, in form and content acceptable to the Required Tranche Lenders; and”











(c)Section (i) of the definition of “Milestones” in Section 1.02 of the DIP Credit Agreement is hereby amended to read in its entirety as follows:
“(i)    On or before April 18, 2016, the Plan of Reorganization shall become effective.”
2.Ratification. Each Loan Party hereby (a) ratifies and reaffirms (after giving effect to this Amendment) all of its respective payment and performance obligations under the DIP Credit Agreement and each of the Loan Documents to which it is a party, (b) agrees and acknowledges that the DIP Credit Agreement as amended hereby 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/or modified by this Amendment, and (c) ratifies and reaffirms the grant of Guarantee and security interests and liens by it under any of the Loan Documents to which it is a party, and confirms and agrees that such Guarantee, security interests and liens hereafter guaranty or secure, as applicable, all of the Obligations under the DIP Credit Agreement as amended hereby.  Except as provided herein, nothing in this Amendment or the other Loan Documents in any manner (i) impairs or adversely affects the continuation of the liability of any Loan Party for the Obligations incurred, granted, pledged and/or assigned prior to the Effective Date to the Lenders under the DIP Credit Agreement and the other Loan Documents or (ii) impairs, limits, terminates, waives, extinguishes, novates or releases any right, claim, lien, security interest or entitlement of any of the Lenders, the Administrative Agent or the Collateral Agent created by or contained in any of such documents, nor is any Loan Party released from any covenant, warranty or obligation created by or contained herein or therein. 
3.Representations and Warranties.  Each Loan Party hereby represents and warrants to the Administrative Agent and the Lenders that (a) this Amendment has been duly executed and delivered on behalf of such Loan Party; (b) this Amendment constitutes a valid and legally binding agreement enforceable against such Loan Party 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 DIP Credit Agreement as amended hereby and the Loan Documents are true and correct on and as of the date hereof in all material respects as though made as of the date hereof (except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (d) after giving effect to this Amendment, no Default or Event of Default exists under the DIP Credit Agreement as amended hereby or under any Loan Document as of the Effective Date; and (e) the execution, delivery and performance of this Amendment (i) are within such Loan Party’s corporate, limited liability company or limited partnership powers and have been duly authorized by all necessary corporate, limited liability company or partnership and, if required, stockholder action (including, without limitation, any action required to be taken by any class of directors of such Loan Party or any other Person, whether interested or disinterested, in order to ensure the due authorization of this Amendment), (ii) do not require any consent or approval of, registration or filing with, or any other action by, any 


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Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect other than those third party approvals or consents which, if not made or obtained, would not cause a Default, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of this Amendment, (iii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Loan Parties or their Subsidiaries or any order of any Governmental Authority, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon a Loan Party or any of its Subsidiaries or its and their Properties, or give rise to a right thereunder to require any payment to be made by such Loan Party or Subsidiary and (v) will not result in the creation or imposition of any Lien on any Property of any Loan Party or any of their Subsidiaries (other than the Liens created by the Loan Documents).  
4.Conditions to Effectiveness of Amendment.  This Amendment shall become effective on the Effective Date upon satisfaction of the following conditions:
(a)The Administrative Agent and the Required Tranche Lenders shall have received counterparts of this Amendment executed by the Borrower, the Administrative Agent, and the Required Tranche Lenders.
(b)Immediately after giving effect to this Amendment, no Default or Event of Default shall exist under the DIP Credit Agreement as amended hereby or under any Loan Document as of the Effective Date.
(c)The representations and warranties contained in the DIP Credit Agreement as amended hereby and the Loan Documents shall be true and correct on and as of the Effective Date in all material respects as though made as of the Effective Date (except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
5.Counterparts.  This Amendment may be signed in any number of counterparts, which may be delivered in original, electronic or facsimile form each of which shall be construed as an original, but all of which together shall constitute one and the same instrument.  Signature by PDF or other electronic signature shall be as effective as a manual counterpart thereof.
6.Governing Law . This Amendment, all Notes, the other Loan Documents and all other documents executed in connection herewith shall be deemed to be contracts and agreements under the laws of the State of New York and of the United States of America and for all purposes shall be construed in accordance with, and governed by, the laws of New York and of the United States.


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7.Final Agreement of the Parties.  Any previous agreement among the parties with respect to the subject matter hereof is superseded by the DIP Credit Agreement, as modified 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.
8.Amendment is a Loan Document; References to DIP Credit Agreement.  This Amendment is a Loan Document, as defined in the DIP Credit Agreement.  All references in the DIP Credit Agreement to “this Agreement” shall mean the DIP Credit Agreement as modified by this Amendment.
9.Outstanding Indebtedness.  Without limiting any other obligations owed under the DIP Credit Agreement, the Borrower hereby acknowledges and agrees that (a) immediately prior to the effectiveness of this Amendment on the Effective Date, $140,000,000.00 in outstanding principal amounts of Loans, and $35,000.00 of accrued and unpaid interest on such principal amount in an amount determined in accordance with the provisions of the DIP Credit Agreement, are payable by the Borrower to the Lenders pursuant to the DIP Credit Agreement without defense, offset, withholding, counterclaim or deduction of any kind. 
10.Release.  In consideration of Administrative Agent's and the Lenders’ execution of this Amendment, each Loan Party, individually and on behalf of its respective successors (including any trustees acting on behalf of such Loan Party, and any debtor-in-possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates, hereby forever releases Administrative Agent in its capacity as Administrative Agent and each Lender, in its capacity as lender under the DIP Credit Agreement, and their respective successors, assigns, parents, Subsidiaries, and Affiliates and their respective officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity), and obligations of every nature whatsoever, whether liquidated or unliquidated, whether matured or unmatured, whether fixed or contingent that such Loan Party has or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the DIP Credit Agreement as amended herein or the other Loan Documents (including with respect to the Obligations and any third parties liable in whole or in part for the Obligations) in each case prior to the date hereof; provided, however, that for the avoidance of doubt this release does not apply to any items related to the Existing Second Lien Credit Agreement, any related loan document or the facility itself, the Senior Notes and any related indenture documentation or any claim related to the Existing Second Lien Credit Agreement, any related loan document, the Senior Notes or any related indenture documentation; provided, further, this release does not (a) apply to any release of the Releasees from any agreements, covenants, liabilities or obligations under any of the Loan Documents or in respect of the “Obligations” or (b) constitute a release of, or covenant not to sue, in respect of any Releasee arising from the gross negligence, willful misconduct or fraud (actual or constructive) of any Releasee. This provision shall survive and continue in full force and effect whether or not the Loan Parties shall satisfy all other provisions of the DIP Credit Agreement as amended hereby or the other Loan Documents. 


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11.Direction to Administrative Agent.  Each of the Lenders signatory hereto (constituting Required Tranche Lenders) directs the Administrative Agent to execute this Amendment and authorizes the Administrative Agent to take action as agent on its behalf and to exercise such powers and discretion under the DIP Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto.  The Borrower and the Lenders agree that the indemnifications provided in Section 9.05 of the DIP Credit Agreement apply to the foregoing instruction and the execution 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 Effective Date.
BORROWER:
MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation
By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP


GUARANTORS: 
ALPHA HUNTER DRILLING, LLC, a
Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP




BAKKEN HUNTER, LLC, a Delaware
Limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP




BAKKEN HUNTER CANADA, INC., a
corporation existing under the laws of the Province of Alberta




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP




























[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







ENERGY HUNTER SECURITIES, INC., a
Kentucky corporation




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP
    




HUNTER AVIATION, LLC, a Delaware
limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP
    




HUNTER REAL ESTATE, LLC, a
Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP
    




MAGNUM HUNTER MARKETING, LLC,
a Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP
    




MAGNUM HUNTER PRODUCTION INC., a Kentucky corporation




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP












[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







MAGNUM HUNTER RESOURCES GP, LLC, a Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP






MAGNUM HUNTER RESOURCES LP, a Delaware limited partnership


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




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP






MAGNUM HUNTER SERVICES, LLC, a Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP
    




NGAS GATHERING, LLC, a Kentucky limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP
    




NGAS HUNTER, LLC, a Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP


    


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







NSE HUNTER, LLC, a Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP






PRC WILLISTON, LLC, a Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP






SHALE HUNTER, LLC, a Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP






TRIAD HOLDINGS, LLC, an Ohio limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP






TRIAD HUNTER, LLC, a Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP












[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







VIKING INTERNATIONAL RESOURCES CO., INC., a Delaware corporation




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP
    




WILLISTON HUNTER ND, LLC, a Delaware limited liability company




By:  /s/ Joseph C. Daches                        
Name: Joseph C. Daches
Title: CFO and SVP




[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







ADMINISTRATIVE AGENT:
CANTOR FITZGERALD SECURITIES, as Administrative Agent
By:  /s/ James Bond                           
Name: James Bond
Title: Chief Operating Officer


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







TRANCHE A LENDER:
GOLDMAN SACHS ASSET MANAGEMENT, L.P., on behalf of its participating funds and accounts listed on Schedule A


By:  /s/ Jean Joseph                          
Name: Jean Joseph
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







Schedule A


[On file with the Administrative Agent]




[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







TRANCHE A LENDER:
Highbridge Principal Strategies - NDT
Senior Loan Fund L.P.
BY: Highbridge Principal Strategies, LLC its Investment Manager






By:  /s/ Jeffrey Fitts                          
Name: Jeffrey Fitts
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







TRANCHE A LENDER:
Highbridge Principal Strategies - 
Specialty Loan VG Fund L.P.
BY: Highbridge Principal Strategies, LLC its Investment Manager






By:  /s/ Jeffrey Fitts                          
Name: Jeffrey Fitts
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







TRANCHE A LENDER:
Highbridge Specialty Loan Institutional Holdings Limited
BY: Highbridge Principal Strategies, LLC its Investment Manager






By:  /s/ Jeffrey Fitts                          
Name: Jeffrey Fitts
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







TRANCHE A LENDER:
Highbridge Specialty Loan Sector D Investment Fund, L.P.
BY: Highbridge Principal Strategies, LLC its Investment Manager






By:  /s/ Jeffrey Fitts                          
Name: Jeffrey Fitts
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







TRANCHE A LENDER:
Highbridge Aiguilles Rouges Sector A Investment Fund, L.P.
BY: Highbridge Principal Strategies, LLC its Investment Manager






By:  /s/ Jeffrey Fitts                          
Name: Jeffrey Fitts
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







TRANCHE A LENDER:
Highbridge Principal Strategies - 
Specialty Loan Institutional Fund III, L.P.
BY: Highbridge Principal Strategies, LLC its Investment Manager






By:  /s/ Jeffrey Fitts                          
Name: Jeffrey Fitts
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







TRANCHE A LENDER:
Highbridge Principal Strategies - 
Specialty Loan Fund III, L.P.
BY: Highbridge Principal Strategies, LLC its Investment Manager






By:  /s/ Jeffrey Fitts                          
Name: Jeffrey Fitts
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







TRANCHE A LENDER:
FIFTH STREET STATION LLC




By:  /s/ Sean Meeker                          
Name: Sean Meeker
Title: Analyst


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Kayne Energy Credit Opportunities, L.P.


By: Kayne Anderson Capital Advisors 
L.P., as general partner






By:  /s/ Michael O'Neil                         
Name: Michael O'Neil
Title: Chief Compliance Officer




[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]











[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Kayne Anderson Capital Income Partners 
(QP), L.P.


By: Kayne Anderson Capital Advisors 
L.P., as general partner






By:  /s/ Michael O'Neil                         
Name: Michael O'Neil
Title: Chief Compliance Officer


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Kayne Anderson Income Partners, L.P.


By: Kayne Anderson Capital Advisors 
L.P., as general partner






By:  /s/ Michael O'Neil                         
Name: Michael O'Neil
Title: Chief Compliance Officer


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Young Men's Christian Association
Retirement Fund


By: Kayne Anderson Capital Income
Partners, L.P., as investment manager






By:  /s/ Michael O'Neil                         
Name: Michael O'Neil
Title: Chief Compliance Officer


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Kaiser Foundation Hospitals


By: Kayne Anderson Capital Income 
Partners, L.P., as investment manager






By:  /s/ Michael O'Neil                         
Name: Michael O'Neil
Title: Chief Compliance Officer


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
CVC EUROPEAN CREDIT
OPPORTUNITIES S.A.R.L. ACTING IN
RESPECT OF ITS COMPARTMENT A






By:  /s/ Jennifer Patrickakos                       
Name: Jennifer Patrickakos
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
CVC Global Credit Opportunities Master 
Fund, L.P.






By:  /s/ Jennifer Patrickakos                       
Name: Jennifer Patrickakos
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
CVC European Credit Opportunities (No.
8) S.a.r.l.






By:  /s/ Jennifer Patrickakos                       
Name: Jennifer Patrickakos
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
CVC Credit Partners Global Special 
Situations Holdings, L.P.






By:  /s/ Jennifer Patrickakos                       
Name: Jennifer Patrickakos
Title: Managing Director


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Farmstead Master Fund, Ltd.




By:  /s/ Michael Scott                       
Name: Michael Scott
Title: Managing Member


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
OC 530 Offshore Fund, Ltd.




By:  /s/ Graham Quigley                      
Name: Graham Quigley
Title: Director/CFO


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Raging Capital Master Fund, Ltd.




By:  /s/ Frederick C. Wasch                  
Name: Frederick C. Wasch
Title: CFO, Raging Capital Management, 
LLC, Investment Manager of Raging Capital
Master Fund, Ltd.




[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Third Point Offshore Master Fund L.P.




By:  /s/ James P. Gallagher                 
Name: James P. Gallagher
Title: CAO


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Third Point Partners L.P.




By:  /s/ James P. Gallagher                 
Name: James P. Gallagher
Title: CAO


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Third Point Ultra Master Fund L.P.




By:  /s/ James P. Gallagher                 
Name: James P. Gallagher
Title: CAO


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Third Point Partners Qualified L.P.




By:  /s/ James P. Gallagher                 
Name: James P. Gallagher
Title: CAO


[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]







LENDER:
Wingspan Master Fund, LP
By: Wingspan GP, LLC, as its general
partner






By:  /s/ Brandon Driscoll                 
Name: Brandon Driscoll
Title: COO/CFO




[Signature Page to Third Amendment to Debtor In Possession Credit Agreement]