0001335190-16-000129 Sample Contracts

MAGNUM HUNTER RESOURCES CORP. SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • May 6th, 2016 • Magnum Hunter Resources Corp • Crude petroleum & natural gas

THIS SECOND AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), which shall be effective on the first date that this Amendment has been executed by the Required Amendment Parties (as defined herein), is made by and among all of the following: (i) each of the Debtors; (ii) Second Lien Backstoppers holding 50.1% or more of the Second Lien Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under the Restructuring Support Agreement (the “Majority Second Lien Backstoppers”); and (iii) Noteholder Backstoppers holding 50.1% or more of the Noteholder Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under the Restructuring Support Agreement (the “Majority Noteholder Backstoppers,” and, together with the Debtors and the Majority Second Lien Backstoppers, the “Required Amendment Parties”), and amends that certain Restructuring Support Agreement, dated as of December 15, 2015, by and

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THIRD AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT
Possession Credit Agreement • May 6th, 2016 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York

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.

SECOND AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT
Possession Credit Agreement • May 6th, 2016 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York

THIS SECOND AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT (this “Amendment”), effective as of the 12th day of February, 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.

FIFTH AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT
Possession Credit Agreement • May 6th, 2016 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York

THIS FIFTH AMENDMENT TO DEBTOR IN POSSESSION CREDIT AGREEMENT (this “Amendment”), effective as of the 6th day of May, 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.

MAGNUM HUNTER RESOURCES CORP. FOURTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
Restructuring Support Agreement • May 6th, 2016 • Magnum Hunter Resources Corp • Crude petroleum & natural gas

THIS FOURTH AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), which shall be effective on the first date that this Amendment has been executed by the Required Amendment Parties (as defined herein), is made by and among all of the following: (i) each of the Debtors; (ii) Second Lien Backstoppers holding 50.1% or more of the Second Lien Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under the Restructuring Support Agreement (the “Majority Second Lien Backstoppers”); and (iii) Noteholder Backstoppers holding 50.1% or more of the Noteholder Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under the Restructuring Support Agreement (the “Majority Noteholder Backstoppers,” and, together with the Debtors and the Majority Second Lien Backstoppers, the “Required Amendment Parties”), and amends that certain Restructuring Support Agreement, dated as of December 15, 2015, by and

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