Magnum Hunter Resources 8K Entry into a Material Definitive Agreement | SEC 18 Apr 16

Exhibit 10.1

EXECUTION VERSION

MAGNUM HUNTER RESOURCES CORP.

THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

THIS THIRD 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 among the Debtors and the Restructuring Support Parties, as amended pursuant to that certain First Amendment (the “First Amendment”) to the Restructuring Support Agreement, dated as of February 25, 2016, and that certain Second Amendment (the “Second Amendment”) to the Restructuring Support Agreement, dated as of April 1, 2016 (the “Restructuring Support Agreement”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Restructuring Support Agreement.

RECITALS

WHEREAS, the Required Amendment Parties desire to amend the Restructuring Support Agreement to modify certain Milestones as provided in this Amendment;

WHEREAS, Section 4 of the Restructuring Support Agreement permits the Debtors to extend a Milestone with the express prior written consent of the Majority Second Lien Backstoppers and the Majority Noteholder Backstoppers;

WHEREAS, Section 26 of the Restructuring Support Agreement permits modifications, amendments, or supplements to the Restructuring Support Agreement with the consent of the Required Amendment Parties;

NOW, THEREFORE, in consideration of the mutual covenants and agreements and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Required Amendment Parties hereby agree to amend the Restructuring Support Agreement as follows:

AMENDMENT

1. Amendments to the Restructuring Support Agreement.

(a) Section 4(h) of the Restructuring Support Agreement is hereby deleted in its entirety and replaced with the following:

no later than April 18, 2016, the Bankruptcy Court shall have commenced the Confirmation Hearing;

(b) Section 4(i) of the Restructuring Support Agreement is hereby deleted in its entirety and replaced with the following:

no later than April 19, 2016, the Bankruptcy Court shall have entered the Confirmation Order; and

(c) Section 4(j) of the Restructuring Support Agreement is hereby deleted in its entirety and replaced with the following:

no later than May 3, 2016, the Debtors shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Effective Date”), it being understood that the Debtors’ entry (as reorganized entities under the Plan) into the Exit Facility (as defined in the Term Sheet) and the satisfaction of the conditions precedent to the Effective Date (as set forth in the Exit Facility, the Plan, and the Term Sheet) shall be conditions precedent to the occurrence of the Effective Date.

2. Ratification. Except as specifically provided for in this Amendment, the First Amendment, and the Second Amendment, no changes, amendments, or other modifications have been made on or prior to the date hereof or are being made to the terms of the Restructuring Support Agreement or the rights and obligations of the parties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and effect. Notwithstanding the effective date of this Amendment, this Amendment constitutes a valid extension of the applicable Milestones set forth in Section 4 of the Restructuring Support Agreement, in accordance with the final paragraph of Section 4 of the Restructuring Support Agreement.

3. Effect of Amendment. This Amendment shall be effective upon the first date that this Amendment has been executed by each of the Required Amendment Parties. Following the effective date of this Amendment, whenever the Restructuring Support Agreement is referred to in any agreements, documents, and instruments, such reference shall be deemed to be to the Restructuring Support Agreement as amended by this Amendment.

4. Waiver of Certain Termination Rights. The extension or waiver of certain Milestones as set forth in this Amendment is being effectuated in accordance with Section 4 of the Restructuring Support Agreement, and, therefore, such extension or waiver shall not constitute a Restructuring Support Party Termination Event pursuant to Section 7(a) of the Restructuring Support Agreement, or any other breach by any of the Debtors or the Restructuring Support Parties under the Restructuring Support Agreement, including, without limitation, a breach of the Debtors’ commitments under Section 6 of the Restructuring Support Agreement.

[Signature pages follow.]

	MAGNUM HUNTER RESOURCES CORPORATION

	By:	/s/ Joseph C. Daches
	Name:	Joseph C. Daches
	Title:	Chief Financial Officer