INDEMNIFICATION AGREEMENTIndemnification Agreement • June 7th, 2013 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Delaware
This Indemnification Agreement ("Agreement") is dated as of ____________, 2013 (the "Execution Date," but effective only as set forth in Section 16 below) by and between Magnum Hunter Resources Corporation, a Delaware corporation (the "Company"), and the undersigned ___________________________ ("Indemnitee"). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
MAGNUM HUNTER RESOURCES CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
Magnum Hunter Resources Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to Citigroup Global Markets Inc. and the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement, dated December 13, 2012 (the “Purchase Agreement”), $150,000,000 aggregate principal amount of its 9.750% Senior Notes due 2020 (the “Initial Securities”) to be unconditionally guaranteed (the “Guaranties”) by the guarantors listed on Schedule C of the Purchase Agreement (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of May 16, 2012 (the “Indenture”) among the Issuer, the Guarantors named therein and Wilmington Trust, National Association (the “Trustee”). The Issuer previously issued $450,000,000 in aggregate principal amount of its 9.750% Sen
INDENTURE DATED AS OF _____, 20__ BETWEEN MAGNUM HUNTER RESOURCES CORPORATION as Issuer, AND [TRUSTEE] as TrusteeIndenture • September 16th, 2009 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
THIS INDENTURE, dated as of ______, 20__ (the “Indenture”) between Magnum Hunter Resources Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 777 Post Oak Blvd. Suite 910, Houston, Texas 77056), and [TRUSTEE], as trustee (herein called the “Trustee”).
35,000,000 Shares of Common Stock MAGNUM HUNTER RESOURCES CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENTCredit Agreement • November 27th, 2009 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
This Credit Agreement, dated as of November 23, 2009 (the “Effective Date”), is among MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), each of the Lenders from time to time party hereto, BANK OF MONTREAL (in its individual capacity, “BOM”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
SUBORDINATED INDENTURESubordinated Indenture • September 16th, 2009 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
THIS SUBORDINATED INDENTURE, dated as of ______, 20__ (the “Indenture”) between Magnum Hunter Resources Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 777 Post Oak Blvd. Houston, Texas 77056), and [TRUSTEE], as trustee (herein called the “Trustee”).
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • June 25th, 2010 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC, a Delaware limited liability company (“MLV”), as follows:
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 22, 2014 among MAGNUM HUNTER RESOURCES CORPORATION, as Borrower, BANK OF MONTREAL, as Administrative Agent, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as...Credit Agreement • October 28th, 2014 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 22, 2014 (the “Effective Date”), is among MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), each of the Lenders from time to time party hereto, BANK OF MONTREAL (in its individual capacity, “BOM”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Syndication Agent and CAPITAL ONE, NATIONAL ASSOCIATION and SUNTRUST BANK, as Co-Documentation Agents.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 12, 2010 among MAGNUM HUNTER RESOURCES CORPORATION, as Borrower, BANK OF MONTREAL, as Administrative Agent, THE LENDERS PARTY HERETO and CAPITAL ONE, N.A., as Syndication Agent BMO CAPITAL...Credit Agreement • February 19th, 2010 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
This Amended and Restated Credit Agreement, dated as of February 12, 2010 (the “Effective Date”), is among MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), each of the Lenders from time to time party hereto, BANK OF MONTREAL (in its individual capacity, “BOM”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and CAPITAL ONE, N.A., as Syndication Agent.
1,000,000 Depositary Shares MAGNUM HUNTER RESOURCES CORPORATION 8% Series E Cumulative Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through UBS Securities LLC (“UBS”), MLV & Co. LLC (“MLV”), Wunderlich Securities, Inc. (“Wunderlich”), Maxim Group LLC (“Maxim”), National Securities Corporation (“National”) and Northland Securities, Inc. (“Northland,” and together with MLV, UBS, Wunderlich, Maxim and National, the “Underwriters”), on a best efforts basis, an aggregate of 1,000,000 Depositary Shares (the “Securities”), each representing a 1/1,000th interest in a share of the Company’s 8% Series E Cumulative Convertible Preferred Stock, par value $0.01 per share with a liquidation value of
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • January 6th, 2010 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Colorado
Magnum Hunter Resources Corporation, a Delaware corporation formerly known as Petro Resources Corporation (the “Company”), confirms its agreement (this “Agreement”) with Wm Smith & Co., a Colorado corporation (“Wm Smith”), as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF SHALE HUNTER, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • September 3rd, 2013 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Delaware
Magnum Hunter Resources Corporation (the “Member”) hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the “Act”), and hereby declares the following to be the Limited Liability Company Agreement of such limited liability company:
CREDIT AGREEMENTCredit Agreement • May 9th, 2014 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 18th, 2011 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Magnum Hunter Resources Corporation, a Delaware corporation (“Company”), and H.C. “Kip” Ferguson (“Executive”).
LEASE GATEWAY RIDGECREST, INC., a California corporation, Landlord, and PETRO RESOURCES CORPORATION a Delaware corporation, TenantLease Agreement • April 2nd, 2007 • Petro Resources Corp • Crude petroleum & natural gas
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
3,903,720 Units MAGNUM HUNTER RESOURCES CORPORATION Common Stock and Warrants PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 13th, 2009 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
Magnum Hunter Resources Corporation, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this "Agreement") and the Subscription Agreements in the form of Exhibit A attached hereto (the "Subscription Agreements") to be entered into with the investors identified therein (each, an "Investor" and collectively, the "Investors"), to issue and sell up to an aggregate of 3,903,720 Units (the "Units"), each Unit consisting of one share of the Company's common stock, $0.01 par value (the "Common Stock") and one-fifth of a warrant to purchase one share of Common Stock (each whole warrant, a "Warrant"). The Company hereby confirms its several agreements with Canaccord Adams Inc. ("Canaccord") as set forth below. Canaccord is referred to herein as the "Placement Agent". The Units are more fully described in the Prospectus (as defined below).
WUNDERLICH SECURITIES, INC. ATM SALES AGREEMENT (Series D Preferred Stock) January 18, 2012 [ ] [pm] CSTAtm Sales Agreement • January 19th, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Wunderlich Securities, Inc., a Tennessee corporation (“Wunderlich”), as follows:
GUARANTY AND COLLATERAL AGREEMENT dated as of September 9, 2008 made by PETRO RESOURCES CORPORATION and EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) in favor of CIT CAPITAL USA INC., as Administrative AgentGuaranty and Collateral Agreement • September 11th, 2008 • Petro Resources Corp • Crude petroleum & natural gas • Texas
This GUARANTY AND COLLATERAL AGREEMENT, dated as of September 9, 2008, is made by Petro Resources Corporation, a Delaware corporation (the “Borrower”) and each of the signatories hereto (the Borrower and each of the signatories hereto, together with any Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”) in favor of CIT Capital USA Inc., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of September 9, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Administrative Agent and the Lenders.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN BAKKEN HUNTER, LLC AS SELLER AND SM ENERGY COMPANY AS BUYER DATED AS OF OCTOBER 9, 2014Purchase and Sale Agreement • October 14th, 2014 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”), made as of October 9, 2014 (“Execution Date”) by and between Bakken Hunter, LLC, a Delaware limited liability company, whose address is 410 17th Street, Suite 1000, Denver, Colorado 80202 (“Seller”), and SM Energy Company, a Delaware corporation, whose address is 1775 Sherman Street, Suite 1200, Denver, Colorado 80203 (“Buyer”) (Buyer and Seller are sometimes referred to below individually as a “Party” or collectively as the “Parties”);
Second Lien Term Loan Agreement Dated as of September 9, 2008 among Petro Resources Corporation, as Borrower, CIT Capital USA Inc., as Administrative Agent, and The Lenders Party HeretoSecond Lien Term Loan Agreement • September 11th, 2008 • Petro Resources Corp • Crude petroleum & natural gas • Texas
THIS SECOND LIEN TERM LOAN AGREEMENT dated as of September 9, 2008, is among Petro Resources Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto and CIT Capital USA Inc. (in its individual capacity, “CIT”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2006 • Petro Resources Corp • Texas
THIS AGREEMENT (the “Agreement”) is made and entered into effective as of the 1st day of August, 2005, by and between Petro Resources Corporation, a Delaware corporation (the “Company”), and the subscribers of the Company’s securities pursuant to the Confidential Private Placement Memorandum dated August 1, 2005 (the “Holder”).
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • August 6th, 2010 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas
THIS NON-STATUTORY STOCK OPTION AGREEMENT (“Agreement”) executed March __, 2010 but effective as of February 11, 2010, by and between MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (“Corporation”), and Ronald D. Ormand (“Optionee”).
250,000,000 REVOLVING LOAN SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 13, 2011 among MAGNUM HUNTER RESOURCES CORPORATION, as Borrower, BANK OF MONTREAL, as Administrative Agent, THE LENDERS PARTY HERETO, CAPITAL ONE, N.A., as...Credit Agreement • April 14th, 2011 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 13, 2011 (the “Effective Date”), is among MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), each of the Lenders from time to time party hereto, BANK OF MONTREAL (in its individual capacity, “BOM”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), CAPITAL ONE, N.A., as Syndication Agent and AMEGY BANK NATIONAL ASSOCIATION, KEYBANK NATIONAL ASSOCIATION and UBS SECURITIES LLC, as Co-Documentation Agents.
Series E Preferred Stock) January 23, 2013Sales Agreement • January 25th, 2013 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC, a Delaware limited liability company (“MLV”), as follows:
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • May 5th, 2011 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Alberta
MAGNUM HUNTER RESOURCES CORPORATION, a corporation existing under the laws of the State of Delaware (hereinafter referred to as "Acquiror"),
PETRO RESOURCES CORPORATION Shares Common Stock ($0.01 par value per share) Underwriting AgreementUnderwriting Agreement • October 25th, 2007 • Petro Resources Corp • Crude petroleum & natural gas • Massachusetts
applicable accounting requirements of the Act and the Exchange Act as it applies to interim periods and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus, for them to be in conformity with generally accepted accounting principles;
SUBSCRIPTION AGREEMENTSubscription Agreement • November 13th, 2009 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York
The undersigned (the "Investor") hereby confirms its agreement with Magnum Hunter Resources Corporation, a Delaware corporation (the "Company"), as follows:
PURCHASE AND SALE AGREEMENT Between MAGNUM HUNTER RESOURCES CORPORATION, as Seller and APPROACH OIL & GAS INC., as Buyer Dated October 29, 2010Purchase and Sale Agreement • November 4th, 2010 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas
THIS PURCHASE AND SALE AGREEMENT dated October 29, 2010, is made by and between MAGNUM HUNTER RESOURCES CORPORATION (formerly known as Petro Resources Corporation), a Delaware corporation ("Seller"), and APPROACH OIL & GAS INC., a Delaware corporation ("Buyer").
ContractCommon Stock Purchase Warrant • March 21st, 2006 • Petro Resources Corp
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SECURITY, OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • May 28th, 2009 • Petro Resources Corp • Crude petroleum & natural gas • Texas
THIS NON-STATUTORY STOCK OPTION AGREEMENT (“Agreement”) is entered into effective as of May 22, 2009 (“Effective Date”) by and between Petro Resources Corporation, a Delaware corporation (“Company”), and Gary C. Evans (“Optionee”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 23rd, 2014 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (“Agreement”), by and among SHALE HUNTER, LLC, a Delaware limited liability company (“Shale Hunter”), MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (“MHR”), MAGNUM HUNTER PRODUCTION, INC., a Kentucky corporation (“MHP”), and ENERGY HUNTER PARTNERS 2012-A DRILLING & PRODUCTION FUND, LTD., a Kentucky limited partnership (“EHP”), each of whose address is 777 Post Oak Boulevard, Suite 650, Houston, Texas 77056 (Shale Hunter, MHR, MHP and EHP being referred to collectively as “Seller”), and NEW STANDARD ENERGY TEXAS LLC, a Texas limited liability company, whose address is 1521 Dunlavy Street, Suite B, Houston, Texas 77006 (“Buyer”) (Buyer and Seller are sometimes referred to below individually as a “Party” or collectively as the “Parties”) and, for the limited purposes set forth herein, NEW STANDARD ENERGY LIMITED ACN 119 323 385, an Australian corporation, whose address is Level 2, 7 Ventnor Ave., West Perth, WA 6005 (“NSE”);
SECOND LIEN GUARANTY AND COLLATERAL AGREEMENT dated as of September 9, 2008 made by PETRO RESOURCES CORPORATION and EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN) in favor of CIT CAPITAL USA INC., as Administrative AgentSecond Lien Guaranty and Collateral Agreement • September 11th, 2008 • Petro Resources Corp • Crude petroleum & natural gas • Texas
This SECOND LIEN GUARANTY AND COLLATERAL AGREEMENT, dated as of September 9, 2008, is made by Petro Resources Corporation, a Delaware corporation (the “Borrower”) and each of the signatories hereto (the Borrower and each of the signatories hereto, together with any Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”) in favor of CIT Capital USA Inc., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Second Lien Term Loan Agreement, dated as of September 9, 2008 (as amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among the Borrower, the Administrative Agent and the Lenders.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 30th, 2014 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated January 28, 2014, between Shale Hunter, LLC, a Delaware limited liability company (“Operator”), and New Standard Energy Texas LLC, a Texas limited liability company (“Buyer”). Buyer and Operator are sometimes referred to below individually as a “Party” or collectively as the “Parties”.
ARRANGEMENT AGREEMENT Dated as of December 23, 2010 BY AND BETWEEN MAGNUM HUNTER RESOURCES CORPORATION AND NGAS RESOURCES, INC.Arrangement Agreement • December 30th, 2010 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Delaware
THIS ARRANGEMENT AGREEMENT dated as of December 23, 2010 (this “Agreement”) by and between Magnum Hunter Resources Corporation, a corporation existing under the laws of Delaware (“Acquiror”) and NGAS Resources, Inc., a company existing under the laws of British Columbia (the “Company” and together with Acquiror, the “Parties”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 28th, 2009 • Petro Resources Corp • Crude petroleum & natural gas • Texas
THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is entered into on May 22, 2009 by and between Petro Resources Corporation, a Delaware corporation (the “Company”), and Gary C. Evans (the “Recipient”).
