Common use of FORM OF ASSIGNMENT AND ASSUMPTION Clause in Contracts

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Fourth Amended and Restated Credit Agreement, dated as of October 22, 2014 (as amended, restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), among Magnum Hunter Resources Corporation, the Lenders named therein, Bank of Montreal, as Administrative Agent for the Lenders and Cantor Xxxxxxxxxx Securities, as Loan Administrator for the Lenders. Capitalized terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent and the Loan Administrator (with a copy to the Borrower) together with (i) any documentation required to be delivered by the Assignee pursuant to Section 5.04(g) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Loan Administrator, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Loan Administrator pursuant to Section 12.04(b) of the Credit Agreement. Each Assignee represents that it is not a Company Competitor. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York. Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Commitment Assigned: $ % Loans: The terms set forth above are hereby agreed to: [Name of Assignee], as Assignee By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consent to the within assignment:(10) MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation CANTOR XXXXXXXXXX SECURITIES, as Loan Administrator By: By: Name: Name: Title: Title:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Fourth Third Amended and Restated Credit Agreement, Agreement dated as of October 22[___________ __], 2014 2009 (as amended, restated, supplemented or otherwise modified the same may from time to time and in effect on the date hereofbe amended, modified, supplemented or restated, the “Credit Agreement”), among Magnum Hunter Resources CorporationSt. Xxxx Xxxx & Exploration Company, the Lenders named thereintherein and Wachovia Bank, Bank of MontrealNational Association, as Administrative Agent for the Lenders and Cantor Xxxxxxxxxx Securities, as Loan Administrator for the Lenders. Capitalized terms Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named belowon the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent and the Loan Administrator (with a copy to the Borrower) together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.04(g5.03(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Loan AdministratorAdministrative Agent, duly completed by the Assignee. The [Assignee/Assignor] Assignor shall pay the fee payable to the Loan Administrator Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement. Each Assignee represents that it is not a Company Competitor. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New YorkTexas. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Exhibit D- 1 Xxxxxxx 0000000x.00 Facility Principal Amount Assigned Percentage Assigned of Facility/Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder) Commitment Assigned: $ % Loans: The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of AssigneeAssignor], as Assignee Assignor By: :______________________________ Name: Title: [Name of Assignee], as Assignee By: ______________________________ Name: Title: Exhibit D- 2 Houston 3921802v.12 The undersigned hereby consent to the within assignment:(10) MAGNUM HUNTER RESOURCES CORPORATIONassignment:1 St. Xxxx Xxxx & Exploration Company Wachovia Bank, a Delaware corporation CANTOR XXXXXXXXXX SECURITIESNational Association, as Loan Administrator Administrative Agent, By: ______________________ By: __________________________ Name: Name: Title: Title::] _____________________________ 1 Consents to be included to the extent required by Section 9.04(b) of the Credit Agreement. Exhibit D- 3 Houston 3921802v.12 [ ], 200[ ] To: Wachovia Bank, National Association, as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_________ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Commitment Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed to increase its Commitment under the Credit Agreement effective [ ], 200[ ] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other Loan Documents. The [Borrower/Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: Name: Title: Exhibit X- 0 Xxxxxxx 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _______________________________ Name: ____________________________ Title: _____________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _______________________________ Name: ____________________________ Title: _____________________________ Exhibit X- 0 Xxxxxxx 3921802v.12 [ ], 200[ ] To: Wachovia Bank, National Association as Administrative Agent The Borrower, the Administrative Agent and the other Agents and certain Lenders have heretofore entered into a Third Amended and Restated Credit Agreement, dated as of [_______ __], 2009, as amended from time to time (the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned has agreed (a) to become a Lender under the Credit Agreement effective [ ], 200[ ] with a Commitment of $[ ] and (b) that it shall be a party in all respect to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii) of the Credit Agreement. Very truly yours, [ ] By: ______________________________ Name: ___________________________ Title: ____________________________ Exhibit F- 1 Houston 3921802v.12 Accepted and Agreed: Wachovia Bank, National Association, as Administrative Agent By: _____________________________ Name: __________________________ Title: ___________________________ Accepted and Agreed: St. Xxxx Xxxx & Exploration Company By: _____________________________ Name: __________________________ Title: ___________________________ Exhibit F- 2 Houston 3921802v.12

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Fourth Amended and Restated Credit Agreement, dated as of October 22November , 2014 2012 (as amended, restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), among Magnum Hunter Resources CorporationXXXXXXX ENERGY CORPORATION, a Delaware corporation, SEP HOLDINGS III, LLC, a Delaware limited liability company and XX XXXXXXX LLC, a Delaware limited liability company (collectively, the “Borrowers”), the Lenders named thereintherein and Capital One, Bank of MontrealNational Association, as Administrative Agent for the Lenders and Cantor Xxxxxxxxxx Securities, as Loan Administrator for the Lenders. Capitalized terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth belowon the reverse hereof, the interests set forth below on the reverse hereof (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below on the reverse hereof in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent and the Loan Administrator (with a copy to the BorrowerBorrowers) together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.04(g) 5.03 of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Loan AdministratorAdministrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Loan Administrator Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement. Each Assignee represents that it is not a Company Competitor. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New YorkTexas. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Commitment Assigned: $ % Loans: The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of AssigneeAssignor], as Assignee Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consent to the within assignment:(10assignment:(1) MAGNUM HUNTER RESOURCES XXXXXXX ENERGY CORPORATION, CAPITAL ONE, NATIONAL ASSOCIATION a Delaware corporation CANTOR XXXXXXXXXX SECURITIES, as Loan Administrator By: By: Name: Name: Title: Title: SEP HOLDINGS III, LLC, a Delaware limited liability company By: Name: Title: XX XXXXXXX LLC, a Delaware limited liability company By: Name: Title:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Fourth Second Amended and Restated Credit Agreement, dated as of October 22June 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), among Magnum Hunter Resources CorporationXXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders named therein, therein and Royal Bank of MontrealCanada, as Administrative Agent for the Lenders and Cantor Xxxxxxxxxx Securities, as Loan Administrator for the Lenders. Capitalized terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Elected Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent and the Loan Administrator (with a copy to the Borrower) together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.04(g) 5.03 of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Loan AdministratorAdministrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Loan Administrator Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement. Each Assignee represents that it is not a Company Competitor. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date Date: Facility Principal Amount of Assignment Maximum Credit Amount Assigned Principal Amount of Elected Commitment Assigned Percentage Assigned of Maximum Credit Amount and Elected Commitment Amount (“Assignment Date”): Commitment Assigned: $ % set forth, to at least 8 decimals) Loans: The terms set forth above and on the reverse side hereof are hereby agreed to: [Name of AssigneeAssignor], as Assignee Assignor By: Name: Title: [Name of Assignee], as Assignee By: Name: Title: The undersigned hereby consent to the within assignment:(10) MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation CANTOR XXXXXXXXXX SECURITIESassignment: 1 ROYAL BANK OF CANADA, as Loan Administrator By: Administrative Agent By: Name: Name: Title: Title:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Fourth Third Amended and Restated Credit Agreement, dated as of October 22December 13, 2014 2013 (as amended, restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), among Magnum Hunter Resources Corporation, the Lenders named therein, therein and Bank of Montreal, as Administrative Agent for the Lenders and Cantor Xxxxxxxxxx Securities, as Loan Administrator for the Lenders. Capitalized terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent and the Loan Administrator (with a copy to the Borrower) together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 5.04(g) 5.03 of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Loan AdministratorAdministrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Loan Administrator Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement. Each Assignee represents that it is not a Company Competitor. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Effective Date of Assignment (“Assignment Date”): Commitment Assigned: $ % Loans: The terms set forth above are hereby agreed to: [Name of Assignee]Assignor] , as Assignee Assignor By: Name: Title: [Name of Assignee]] , as Assignee By: Name: Title: The undersigned hereby consent to the within assignment:(10) assignment:1 MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation CANTOR XXXXXXXXXX SECURITIESBANK OF MONTREAL, as Loan Administrator Administrative Agent By: By: Name: Name: Title: Title:: 1 Consents to be included to the extent required by Section 12.04(b) of the Credit Agreement. THIS ADDENDUM AND JOINDER TO SECURITY AGREEMENT AND GUARANTY AGREEMENT (this “Addendum”) dated as of ____________, 201_, is between ____________________, a ______________ (the “New Subsidiary”) and Magnum Hunter Resources Corporation, a Delaware corporation (the “Borrower”) in favor of the Lenders (as defined in the Credit Agreement defined below) and Bank of Montreal, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Fourth Amended and Restated Credit Agreement, Agreement dated as of October 22March 26, 2014 2008 (as amended, restated, supplemented or otherwise modified from time to time amended and in effect on the date hereof, the “Credit Agreement”), among Magnum Hunter Resources Corporation[ ], the Lenders named thereinparty thereto from time to time, Bank of MontrealFIFTH THIRD BANK and BANK OF AMERICA, N.A., as Documentation Agents, XXXXXXXXXXX & CO., INC. and UBS SECURITIES LLC (“UBSS”), as Syndication Agents, JPMORGAN CHASE BANK, N.A, as Administrative Agent for the Lenders Agent, X.X. Xxxxxx Securities Inc. and Cantor Xxxxxxxxxx Securities, UBSS as Loan Administrator for the LendersCo-Lead Arrangers and Joint Bookrunners. Capitalized terms Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment [Term Commitment] [Revolving Commitment] of the Assignor on the Assignment Date and Loans [Term Loans] [Revolving Loans] owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit Credit, L/C Obligations and LC Disbursements Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent and the Loan Administrator (with a copy to the Borrower) together with (i) any documentation required to be delivered by the Assignee pursuant to Section 5.04(g) of the Credit Agreementwith, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire administrative questionnaire in the form supplied by the Loan AdministratorAdministrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Loan Administrator Administrative Agent pursuant to Section 12.04(b10.6(b)(ii)(B) of the Credit Agreement. Each Assignee represents that it is not a Company Competitor. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Credit Agreement – Exhibit “D” Page 1 of 2 Effective Date of Assignment (“Assignment Date”): Commitment Assigned: $ % Revolving Loans: $ % Term Loans: $ % The terms set forth above are hereby agreed to: [Name of Assignee]Assignor] , as Assignee Assignor By: Name: Title: [Name of Assignee]] , as Assignee By: Name: Title: The undersigned hereby consent to the within assignment:(10) MAGNUM HUNTER RESOURCES CORPORATIONassignment:5 Amedisys, a Delaware corporation CANTOR XXXXXXXXXX SECURITIESInc. JPMorgan Chase Bank, N.A., Amedisys Holding, L.L.C. as Loan Administrator Administrative Agent, By: By: Name: Name: Title: Title: 5 Consents to be included to the extent required by Section 10.6(b) of the Credit Agreement. LAW OFFICES BAKER, DONELSON, BEARMAN, XXXXXXXX & XXXXXXXXX XXXXXXXXX, XXXXXXXXX 00000 TELEPHONE FACSIMILE The Lenders now or hereafter parties to the Credit Agreement hereinafter referred to and JPMorgan Chase Bank, N.A., as the Administrative Agent for the Lenders Re: Amedisys, Inc. Amedisys Holding, L.L.C. Ladies and Gentlemen: We have acted as counsel to Amedisys, Inc., a Delaware corporation (the “Lead Borrower”), Amedisys Holding, L.L.C., a Louisiana limited liability company (the “Co-Borrower” and together with the Lead Borrower, the “Borrowers”) and each of the Subsidiary Guarantors listed on Schedule A to this Opinion Letter (each a “Subsidiary Guarantor”, collectively, the “Subsidiary Guarantors” and, together with the Borrowers, the “Loan Parties”) in connection with that certain Credit Agreement, dated as of March 26, 2008 (the “Credit Agreement”) among the Borrowers, the Lenders party thereto from time to time, JPMorgan Securities Inc. and UBS Securities LLC, as Co-Lead Arranger and Joint Book Runners, Fifth Third Bank and Bank of America, N.A., as Co-Documentation Agents, Xxxxxxxxxxx & Co. Inc. and UBS Securities LLC, as Co-Syndication Agents and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Agent”) and the other Loan Documents (as defined below). This Opinion Letter is delivered to you pursuant to Section 5.1(i)(i) of the Credit Agreement. Capitalized terms defined in the Credit Agreement, used herein and not otherwise defined herein, shall have the meanings given them in the Credit Agreement. In connection with this Opinion Letter, we have (a) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such corporate agreements, instruments, documents and records of the Borrowers and their respective Subsidiaries, such Credit Agreement – Exhibit “E” Lenders and JPMorgan Chase Bank, as Administrative Agent March 26, 2008 certificates of public officials and such other documents, and (iii) received such certificates and other information from officers and representatives of the Borrowers and their respective Subsidiaries, in each case, as we have deemed necessary or appropriate for the purposes of this Opinion Letter. Our examination has included the following documents:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Fourth Amended and Restated Credit Agreement, Agreement dated as of October 22December 21, 2014 2011 (as amended, restated, supplemented or otherwise modified from time to time amended and in effect on the date hereof, the “Credit Agreement”), among Magnum Hunter Resources Dynamic Materials Corporation, the US Borrowers party thereto, the Euro Borrowers party thereto, the Canadian Borrowers party thereto, the Guarantors party thereto, the Lenders named thereinparty thereto, Bank of MontrealJPMorgan Chase Bank, N.A., as US Administrative Agent for the Lenders and Cantor Xxxxxxxxxx SecuritiesAgent, X.X. Xxxxxx Europe Limited, as Loan Administrator for the LendersEuro Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, KeyBank National Association, as Syndication Agent and Xxxxx Fargo Bank, N.A., as Documentation Agent. Capitalized terms Terms defined in the Credit Agreement are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth inserted by the US Administrative Agent as contemplated below, the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth below in the Commitment of the Assignor on the Assignment Date and US Loans, Euro Loans and Canadian Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in US Letters of Credit Credit, Euro Letters of Credit, Canadian Letters of Credit, US LC Disbursements, Euro LC Disbursements, Canadian LC Disbursements, US Swingline Loans and LC Disbursements Euro Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a US Lender, a Euro Lender and a Canadian Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Assumption is being delivered to the Administrative Agent and the Loan Administrator (with a copy to the Borrower) together with (i) any documentation required to be delivered by the Assignee pursuant to Section 5.04(g10.04(b)(ii) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Loan AdministratorQuestionnaire, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Loan Administrator Administrative Agent pursuant to Section 12.04(b10.04(b)(ii)(C) of the Credit Agreement. Each Assignee represents that it is not a Company Competitor. This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York. Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for NoticesAssigned Interest: Effective Date of Assignment (“US Commitment $ % Euro Commitment € % Canadian Commitment C$ % Assignment Date”): Commitment Assigned: $ % Loans: , 20 [TO BE INSERTED BY US ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth above are hereby agreed to: ASSIGNOR: [Name of Assignee], as Assignee NAME OF ASSIGNOR] By: Name: Title: ASSIGNEE: [Name of Assignee], as Assignee NAME OF ASSIGNEE] By: Name: Title: The undersigned hereby consent to the within assignment:(10) MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation CANTOR XXXXXXXXXX SECURITIES, assignment: as Loan Administrator Parent By: By: Name: Name: Title: ](1) [JPMORGAN CHASE BANK, N.A., as US Administrative Agent By: Name: Title: ](2) JPMORGAN CHASE BANK, N.A., as US Issuing Lender and US Swingline Lender By: Name: Title: