Exhibit 10.1

 

FIFTEENTH AMENDMENT TO 
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 AND
 LIMITED CONSENT

 

THIS FIFTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED CONSENT (this “Amendment”), effective as of the 17th day of March, 2013 (the “Effective Date”), is entered into by and among MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the guarantors party hereto (the “Guarantors”), the lenders party hereto (the “Lenders”) and BANK OF MONTREAL, as administrative agent for the Lenders (the “Administrative Agent”).

 

RECITALS

 

WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement dated April 13, 2011 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

 

WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it will be unable to furnish to the Administrative Agent and the Lenders its audited financial statements for the fiscal year ended December 31, 2012 (the “2012 Financial Statements”) in accordance with Section 8.01(a) of the Credit Agreement;

 

WHEREAS, the Borrower has requested that the Lenders consent to an extension of the required deadline under Section 8.01(a) of the Credit Agreement to deliver the 2012 Financial Statements;

 

WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain other provisions of the Credit Agreement; and

 

WHEREAS, said parties are willing to so waive and amend the Credit Agreement subject to the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Guarantors, the Lenders and the Administrative Agent agree as follows:

 

1.             Defined Terms.  Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

 

2.             Limited Consent and Waiver.

 

(a)                                 Subject to the terms and conditions set forth herein, the undersigned Lenders hereby consent to extend the deadline for delivery of the 2012 Financial Statements under Section 8.01(a) of the Credit Agreement to on or before May 20, 2013; provided that, in the event the requisite holders of the Senior Notes agree to extend the date by which the Borrower is required to make available to

 

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the trustee under the Senior Notes and the holders thereof the annual reports and other information required by Section 4.02(a) of the indenture pursuant to which the Senior Notes were issued (the “Indenture”), the deadline for delivery of the 2012 Financial Statements shall be further extended to the earlier to occur of (i) three (3) Business Days before the date by which the holders of the Senior Notes require the Borrower to deliver such information under the Indenture and (ii) June 17, 2013.  Notwithstanding anything to the contrary set forth in the Credit Agreement, the Borrower acknowledges and agrees that its failure to deliver the 2012 Financial Statements to the Administrative Agent and the Lenders on or before the date required pursuant to the immediately preceding sentence shall constitute an immediate Event of Default under the Credit Agreement.

 

(b)                                 Subject to the terms and conditions set forth herein, the undersigned Lenders hereby waive any Event of Default that occurs under Section 10.01(g) of the Credit Agreement as a result of the default occurring under the Indenture as a result of the failure of the Borrower to timely file its 10-K with the SEC.  The waiver set forth in this subsection (b) (the “Default Waiver”) is limited to the extent specifically set forth above and no other terms, conditions or provisions of the Credit Agreement or any other Loan Document are intended to be affected by the Default Waiver, including, without limitation, the ability of the Administrative Agent or the Lenders to declare an Event of Default under the Credit Agreement as a result of the Senior Notes becoming due and payable prior to their scheduled maturity.

 

3.             Amendment to Credit Agreement.  Section 8.01 of the Credit Agreement is hereby amended to restate subsections (a) and (b) thereof in their entirety as follows:

 

“(a)         Annual Financial Statements.  As soon as available, but in any event not later than the earlier of the date in each fiscal year on which the Borrower is required to file its Annual Report on form 10-K with the SEC (after giving effect to any extensions obtained by the Borrower) or 90 days after the end of each fiscal year of the Borrower, its audited consolidated (and, if there are any Unrestricted Subsidiaries, unaudited consolidating) balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by a firm of independent public accountants proposed by Borrower and approved by the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied.

 

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(b)           Quarterly Financial Statements.  As soon as available, but in any event not later than the earlier of each date in each fiscal year on which the Borrower is required to file a Quarterly Report on Form 10-Q with the SEC (after giving effect to any extensions obtained by the Borrower) or 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated (and, if there are any Unrestricted Subsidiaries, consolidating) balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.”

 

4.             Ratification.  Each of the Borrower and the Guarantors hereby ratifies all of its respective obligations under the Credit Agreement and each of the Loan Documents to which it is a party, and agrees and acknowledges that the Credit Agreement and each of the Loan Documents to which it is a party are and shall continue to be in full force and effect as amended and modified by this Amendment.  Except as provided herein, 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.

 

5.             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 (except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date), (d) after giving effect to this Amendment, no Default or Event of Default exists under the Credit Agreement or under any Loan Document as of the Effective Date and (e) the execution, delivery and performance of this Amendment has been duly authorized by the Borrower and Guarantors.

 

6.             Conditions to Effectiveness.  This Amendment shall be effective on the Effective Date upon satisfaction of the following conditions:

 

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(a)                                 the Borrower, the Guarantors and the Required Lenders shall have executed and delivered to the Administrative Agent counterparts of this Amendment; and

 

(b)                                 the Borrower shall have paid to the Administrative Agent and the Lenders all fees and expenses that are due in connection with this Amendment.

 

7.             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.

 

8.             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.

 

9.             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 Effective Date.

 

	
 
    	
BORROWER:
    
	
 
    	
 
    
	
 
    	
MAGNUM   HUNTER RESOURCES
    
	
 
    	
CORPORATION,   a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
PRC   WILLISTON, LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Magnum   Hunter Resources Corporation,
    
	
 
    	
 
    	
its   sole member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
 
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MAGNUM   HUNTER RESOURCES LP,
    
	
 
    	
a   Delaware limited partnership
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Magnum   Hunter Resources GP, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
Magnum   Hunter Resources Corporation,
    
	
 
    	
 
    	
 
    	
its   sole member
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
 
    	
 
    	
Chief   Financial Officer
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
MAGNUM   HUNTER RESOURCES GP, LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    
	
 
    	
By:
    	
Magnum   Hunter Resources Corporation,
    
	
 
    	
 
    	
its   sole member
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
 
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
TRIAD   HUNTER, LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
EAGLE   FORD HUNTER, INC.,
    
	
 
    	
a   Colorado corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MAGNUM   HUNTER PRODUCTION INC.,
    
	
 
    	
a   Kentucky corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NGAS   HUNTER, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Vice   President and Treasurer
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
MHR   CALLCO CORPORATION,
    
	
 
    	
a   corporation existing under the laws of the Province of Alberta
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MHR   EXCHANGECO CORPORATION,
    
	
 
    	
a   corporation existing under the laws of the Province of Alberta
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WILLISTON   HUNTER CANADA, INC.,
    
	
 
    	
a   corporation existing under the laws of the Province of Alberta
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Executive   Vice President and Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
WILLISTON   HUNTER INC.,
    
	
 
    	
a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Executive   Vice President and Chief Financial Officer
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
WILLISTON   HUNTER ND, LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Vice   President and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BAKKEN   HUNTER, LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Executive   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
MAGNUM   HUNTER MARKETING, LLC,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Executive   Vice President and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
VIKING   INTERNATIONAL RESOURCES CO., INC.,
    
	
 
    	
a   Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Executive   Vice President and Treasurer
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
ADMINISTRATIVE   AGENT AND LENDER:
    
	
 
    	
 
    
	
 
    	
BANK   OF MONTREAL
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gumaro Tijerina
    
	
 
    	
 
    	
Gumaro Tijerina
    
	
 
    	
 
    	
Director
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
CAPITAL   ONE, NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nancy M. Mak
    
	
 
    	
Name:
    	
Nancy   M. Mak
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 












 

	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
CITIBANK,   N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Eamon Baqui
    
	
 
    	
Name:
    	
Eamon   Baqui
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK TRUST COMPANY AMERICAS
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Calli S. Hayes
    
	
 
    	
Name:
    	
Calli   S. Hayes
    
	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kevin Chichester
    
	
 
    	
Name:
    	
Kevin   Chichester
    
	
 
    	
Title:
    	
Director
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER
    
	
 
    	
 
    
	
 
    	
ROYAL   BANK OF CANADA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark Lumpkin, Jr.
    
	
 
    	
Name:
    	
Mark   Lumpkin, Jr.
    
	
 
    	
Title:
    	
Director
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
UBS   LOAN FINANCE LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lana Gifas
    
	
 
    	
Name:
    	
Lana   Gifas
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Joselin Fernades
    
	
 
    	
Name:
    	
Joselin   Fernades
    
	
 
    	
Title:
    	
Associate   Director
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER
    
	
 
    	
 
    
	
 
    	
ABN   AMRO CAPITAL USA LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David L. Montgomery
    
	
 
    	
Name:
    	
David   L. Montgomery
    
	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Darrell Holley
    
	
 
    	
Name:
    	
Darrell   Holley
    
	
 
    	
Title:
    	
Managing   Director
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER
    
	
 
    	
 
    
	
 
    	
BANK   OF AMERICA, N.A.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jeffrey H. Rathkamp
    
	
 
    	
Name:
    	
Jeffrey   H. Rathkamp
    
	
 
    	
Title:
    	
Managing   Director
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
KEYBANK   NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chulley Bogle
    
	
 
    	
Name:
    	
Chulley   Bogle
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
SUNTRUST   BANK
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Shannon Juhan
    
	
 
    	
Name:
    	
Shannon   Juhan
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
AMEGY   BANK NATIONAL ASSOCIATION
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark A. Serice
    
	
 
    	
Name:
    	
Mark   A. Serice
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
CREDIT   SUISSE AG, Cayman Islands Branch
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Vipul Dhadda
    
	
 
    	
Name:
    	
Vipul   Dhadda
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Wei-Jen Yuan
    
	
 
    	
Name:
    	
Wei-Jen   Yuan
    
	
 
    	
Title:
    	
Associate
    


 

Signature Page to Fifteenth Amendment to Credit Agreement

 











 

	
 
    	
LENDER:
    
	
 
    	
 
    
	
 
    	
GOLDMAN   SACHS BANK USA
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michelle Latzoni
    
	
 
    	
Name:
    	
Michelle   Latzoni
    
	
 
    	
Title:
    	
Authorized   Signatory
    


 

Signature Page to Fifteenth Amendment to Credit Agreement