10-K/A 1 mhr-20141231x10xka.htm 10-K/A MHR-2014.12.31-10-K/A


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
Form 10-K/A
Amendment No. 1

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
Commission file number: 001-32997
____________________________________
Magnum Hunter Resources Corporation
(Name of registrant as specified in its charter)
Delaware
86-0879278
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
777 Post Oak Boulevard, Suite 650, Houston, Texas 77056
(Address of principal executive offices, including zip code)
Registrant’s telephone number including area code: (832) 369-6986

Securities registered under Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
 
 
Common Stock, par value $.01 per share
10.25% Series C Cumulative Perpetual Preferred Stock
8.0% Series D Cumulative Preferred Stock
Depositary Shares, each representing a 1/1,000 interest in a share of 8.0% Series E Cumulative Convertible Preferred Stock
NYSE
NYSE MKT
NYSE MKT
NYSE MKT
Securities registered under Section 12(g) of the Act:
None
____________________________________
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No   x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.     Yes  ¨    No   x
Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                     Yes x No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                             Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.                                                     ¨
            
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer
x
 
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act     Yes  ¨    No x  
State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $1,560,087,080
As of February 23, 2015, 200,935,464 shares of the registrant’s common stock were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
 
 
 
 
 
Documents incorporated by reference: Portions of the registrant’s notice of annual meeting of shareholders and proxy statement to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year end of December 31, 2014 are incorporated by reference into Part III of this Form 10-K.








EXPLANATORY NOTE

This Form 10-K/A (this “Amendment”) amends Magnum Hunter Resources Corporation’s (the “Company”) annual report on Form 10-K for the year ended December 31, 2014 (the “Original 10-K”), which was filed with the Securities and Exchange Commission on March 2, 2015.

The Company is filing this Amendment to amend Part IV, Item 15 to include the separate financial statements of Eureka Hunter Holdings, LLC and its consolidated subsidiaries (“Eureka Hunter”) as required by Rule 3-09 of Regulation S-X (the “Rule 3-09 financial statements”), which were not included in the Original 10-K because Eureka Hunter’s financial statement audit was not complete at the time the Company filed the Original 10-K. The Rule 3-09 financial statements are provided as Exhibit 99.2 to this Amendment.

Pursuant to Rule 3-09 of Regulation S-X, the Company is required to file separate audited consolidated financial statements for Eureka Hunter because Eureka Hunter is a significant investee of the Company accounted for by the equity method.  The requirement under Rule 3-09(b) of Regulation S-X is that the separate financial statements of a significant investee should be provided as of the same dates and for the same periods as the audited consolidated financial statements required by Rules 3-01 and 3-02 of Regulation S-X. Based on interpretive guidance of the staff of the Securities and Exchange Commission, the Company is required to present the separate audited consolidated financial statements of Eureka Hunter only for the period of time in which it was a significant investee. Eureka Hunter was a significant investee for the 14-day period from December 18, 2014 to December 31, 2014. The Company requested and received a letter from the staff of the Securities and Exchange Commission stating that the staff would not object to the Company including the audited consolidated financial statements of Eureka Hunter for the year ended December 31, 2014 rather than for the 14-day period in which it was a significant investee.

The Company also has included as Exhibits to this Amendment the certifications required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

This Amendment speaks as of the original filing date of the Original 10-K and reflects only the changes to the Original 10-K described above. No other information included in the Original 10-K has been modified or updated in any way, and the Company has not updated the disclosures contained herein to reflect any events which occurred subsequent to the filing of the Original 10-K or to modify the disclosure contained in the Original 10-K other than to reflect the changes described above.







PART IV

Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1.
Financial Statements: The following consolidated financial statements of the Company and the Report of Independent Registered Public Accounting Firm are included in Part II, Item 8 of the Original 10-K:

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2014 and 2013
Consolidated Statements of Operations for the years ended December 31, 2014, 2013, and 2012
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2014, 2013, and 2012
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2014, 2013, and 2012
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013, and 2012
Notes to the Consolidated Financial Statements
        
2.
Financial Statement Schedules: Except for the consolidated financial statements of Eureka Hunter Holdings, LLC listed below, all financial statement schedules are omitted as inapplicable or because the required information is contained in the financial statements, or the notes thereto, included in the Original 10-K.

The following consolidated financial statements of Eureka Hunter Holdings, LLC required by Rule 3-09 of Regulation S-X are provided as Exhibit 99.2 to this Amendment:

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet at December 31, 2014
Consolidated Statement of Operations for the year ended December 31, 2014
Consolidated Statement of Changes in Members' Equity (Deficit) for the year ended December 31, 2014
Consolidated Statement of Cash Flows for the year ended December 31, 2014
Notes to the Consolidated Financial Statements

3.
Exhibits: See the list of exhibits in the Index to Exhibits to this Amendment, which is incorporated by reference herein.





SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MAGNUM HUNTER RESOURCES CORPORATION
 
 
By:
/s/ GARY C. EVANS
 
Gary C. Evans
 
Chairman of the Board and Chief Executive Officer
Date: March 12, 2015






INDEX TO EXHIBITS
 
 
 
Exhibit Number
 
Description
 
 
 
2.1+
 
Arrangement Agreement between the Registrant and NGAS Resources, Inc., dated December 23, 2010 (incorporated by reference from the Registrant’s current report on Form 8-K filed on December 30, 2010).
 
 
 
2.2+
 
Arrangement Agreement between the Registrant and NuLoch Resources Inc., dated January 19, 2011 (incorporated by reference from the Registrant’s current report on Form 8-K filed on January 25, 2011).
 
 
 
2.2.1+
 
Plan of Arrangement under Section 193 of the Business Corporations Act (Alberta) with respect to the Acquisition of NuLoch Resources Inc. by the Registrant (incorporated by reference from the Registrant’s registration statement on Form S-4 filed on April 8, 2011).
 
 
 
2.3+
 
Asset Purchase Agreement, dated March 21, 2012, by and among Eureka Hunter Holdings, LLC, TransTex Gas Services LP, and Eureka Hunter Acquisition Sub LLC (incorporated by reference from the Registrant’s current report on Form 10-Q filed on May 3, 2012).
 
 
 
2.3.1
 
First Amendment to Asset Purchase Agreement, dated April 2, 2012, by and between Eureka Hunter Holdings, LLC, TransTex Gas Services, LP, and Eureka Hunter Acquisition Sub LLC (incorporated by reference from the Registrant’s quarterly report on Form 10-Q filed on May 3, 2012).
 
 
 
2.4+
 
Purchase and Sale Agreement, dated as of April 17, 2012, by and between Baytex Energy USA Ltd. and Bakken Hunter, LLC (incorporated by reference from the Registrant’s current report on Form 8-K filed on April 24, 2012).
 
 
 
2.4.1
 
First Amendment to Purchase and Sale Agreement, dated May 17, 2012, by and between Baytex Energy USA Ltd. and Bakken Hunter, LLC (incorporated by reference from the Registrant’s current report on Form 8-K filed on May 23, 2012).
 
 
 
2.4.2
 
Second Amendment to Purchase and Sale Agreement, dated May 22, 2012, by and between Baytex Energy USA Ltd. and Bakken Hunter, LLC (incorporated by reference from the Registrant’s current report on Form 8-K filed on May 23, 2012).
 
 
 
2.5+
 
Stock Purchase Agreement, dated as of October 24, 2012, by and among Triad Hunter, LLC, Viking International Resources Co., Inc., all of the stockholders of Viking International Resources Co., Inc., and solely for the purposes set forth therein, the Registrant (incorporated by reference from the Registrant’s current report on Form 8-K filed on October 30, 2012).
 
 
 
2.6+
 
Purchase and Sale Agreement, dated as of November 21, 2012, between Samson Resources Company and Bakken Hunter, LLC (incorporated by reference from the Registrant’s current report on Form 8-K filed on November 28, 2012).+
 
 
 
2.7+
 
Stock Purchase Agreement, dated as of April 2, 2013, between the Registrant, Penn Virginia Oil & Gas Corporation, and Penn Virginia Corporation (incorporated by reference from the Registrant's current report on Form 8-K filed on April 8, 2013).
 
 
 
2.8+
 
Asset Purchase Agreement, dated as of August 12, 2013, between Triad Hunter, LLC and MNW Energy, LLC (incorporated by reference from the Registrant's quarterly report on Form 10-Q filed on November 8, 2013).
 
 
 
2.9+
 
Purchase and Sale Agreement, dated as of September 2, 2013, between Williston Hunter, Inc. and Oasis Petroleum of North America LLC (incorporated by reference from the Registrant's current report on Form 8-K filed on September 4, 2013).+
 
 
 
2.10+
 
Purchase and Sale Agreement, dated as of November 19, 2013, by and among PRC Williston, LLC, Williston Hunter ND, LLC and Enduro Operating LLC (incorporated by reference from the Registrant's current report on Form 8-K filed on November 22, 2013).
 
 
 
2.11+
 
Purchase and Sale Agreement, dated January 21, 2013, among Shale Hunter, LLC, Magnum Hunter Resources Corporation, Magnum Hunter Production, Inc. and Energy Hunter Partners 2012-A Drilling & Production Fund, Ltd., New Standard Energy Texas LLC and New Standard Energy Limited (incorporated by reference from the Registrant's current report on Form 8-K filed on January 23, 2014).
 
 
 




2.11.1+
 
Transition Services Agreement, dated January 28, 2014, between Shale Hunter, LLC and New Standard Energy Texas LLC (incorporated by reference from the Registrant's current report on Form 8-K filed on January 30, 2014).
 
 
 
2.12+
 
Purchase and Sale Agreement, dated March 31, 2014, between Williston Hunter Canada, Inc. and BDJ Energy Inc. (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2014).
 
 
 
2.13+
 
Share Purchase Agreement, dated April 21, 2014, between the Registrant and Steppe Resources Inc. (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2014).
 
 
 
2.14+@
 
Transaction Agreement, dated September 15, 2014 (entered into on September 16, 2014), by and among Eureka Hunter Holdings, LLC, the Registrant, MSIP II Buffalo Holdings LLC (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on September 22, 2014).
 
 
 
2.14.1+
 
Letter Agreement, dated November 18, 2014, by and among Eureka Hunter Holdings, LLC, the Registrant and MSIP II Buffalo Holdings, LLC (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 24, 2014).
 
 
 
2.15+
 
Purchase and Sale Agreement, dated September 29, 2014, entered into on September 30, 2014, between Bakken Hunter, LLC and LGFE-BH L.P. (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on October 6, 2014).
 
 
 
2.16+
 
Purchase and Sale Agreement, dated October 9, 2014, by and between Bakken Hunter, LLC and SM Energy Company (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on October 14, 2014).
 
 
 
3.1
 
Restated Certificate of Incorporation of the Registrant, filed February 13, 2002 (incorporated by reference from the Registrant’s registration statement on Form SB-2 filed on March 21, 2006).
 
 
 
3.1.1
 
Certificate of Amendment of Certificate of Incorporation of the Registrant, filed May 8, 2003 (incorporated by reference from the Registrant’s registration statement on Form SB-2 filed on March 21, 2006).
 
 
 
3.1.2
 
Certificate of Amendment of Certificate of Incorporation of the Registrant, filed June 6, 2005 (incorporated by reference from the Registrant’s registration statement on Form SB-2 filed on March 21, 2006).
 
 
 
3.1.3
 
Certificate of Amendment of Certificate of Incorporation of the Registrant, filed July 18, 2007 (incorporated by reference from the Registrant’s quarterly report on Form 10-QSB filed on August 14, 2007).
 
 
 
3.1.4
 
Certificate of Ownership and Merger Merging Magnum Hunter Resources Corporation with and into Petro Resources Corporation, filed July 13, 2009 (incorporated by reference from the Registrant’s current report on Form 8-K filed on July 14, 2009).
 
 
 
3.1.5
 
Certificate of Amendment of Certificate of Incorporation of the Registrant, filed November 3, 2010 (incorporated by reference from the Registrant’s current report on Form 8-K filed on November 2, 2010).
 
 
 
3.1.6
 
Certificate of Amendment of Certificate of Incorporation of the Registrant, filed May 9, 2011 (incorporated by reference from the Registrant’s quarterly report on Form 10-Q filed on March 31, 2011).
 
 
 
3.1.7
 
Certificate of Amendment of Certificate of Incorporation of the Registrant, filed June 29, 2011 (incorporated by reference from the Registrants registration statement on Form S-4 filed on January 14, 2013).
 
 
 
3.1.8
 
Certificate of Amendment of Certificate of Incorporation of the Registrant, filed January 25, 2013 (incorporated by reference from Amendment No. 1 to the Registrant’s registration statement on Form S-4 filed on February 5, 2013).
 
 
 
3.2
 
Amended and Restated Bylaws of the Registrant, dated March 15, 2001 as amended on April 14, 2006, and May 26, 2011 (incorporated by reference from the Registrant's quarterly report on Form 10-Q filed on August 9, 2011).
 
 
 
4.1
 
Form of certificate for common stock (incorporated by reference from the Registrant’s annual report on Form 10-K filed on February 18, 2011).
 
 
 
4.2
 
Certificate of Designation of Rights and Preferences of 10.25% Series C Cumulative Perpetual Preferred Stock, dated December 10, 2009 (incorporated by reference from the Registrant’s registration statement on Form 8-A filed on December 10, 2009).
 
 
 




4.2.1
 
Certificate of Amendment of Certificate of Designation of Rights and Preferences of 10.25% Series C Cumulative Perpetual Preferred Stock, dated August 2, 2010 (incorporated by reference from the Registrant’s quarterly report on Form 10-Q filed on August 12, 2010).
 
 
 
4.2.2
 
Certificate of Amendment of Certificate of Designation of Rights and Preferences of 10.25% Series C Cumulative Perpetual Preferred Stock, dated September 8, 2010 (incorporated by reference from the Registrant’s current report on Form 8-K filed on September 15, 2010).
 
 
 
4.3
 
Certificate of Designation of Rights and Preferences of 8.0% Series D Cumulative Preferred Stock, dated March 16, 2011 (incorporated by reference from the Registrant’s current report on Form 8-K filed on March 17, 2011).
 
 
 
4.4
 
Indenture, dated May 16, 2012, by and among the Registrant, the Guarantors named therein, Wilmington Trust, National Association and Citibank, N.A., as Paying Agent, Registrar and Authenticating Agent (incorporated by reference from the Registrant’s current report on Form 8-K filed on May 16, 2012).
 
 
 
4.4.1
 
First Supplemental Indenture, dated October 18, 2012, by and among the Registrant, the Guarantors named therein, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Paying Agent, Registrar and Authenticating Agent (incorporated by reference from the Registrant's registration statement on Form S-4 filed on January 14, 2013).
 
 
 
4.4.2
 
Second Supplemental Indenture, dated December 13, 2012, by and among the Registrant, the Guarantors named therein, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Paying Agent, Registrar and Authenticating Agent (incorporated by reference from the Registrant's registration statement on Form S-4 filed on January 14, 2013).
 
 
 
4.4.3
 
Third Supplemental Indenture, dated April 24, 2013, by and among the Registrant, the Guarantors named therein, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Paying Agent, Registrar and Authenticating Agent (incorporated by reference from the Registrant’s annual report on Form 10-K filed on June 14, 2013).
 
 
 
4.4.4
 
Fourth Supplemental Indenture, dated July 23, 2013, by and among Shale Hunter, LLC, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Paying Agent, Registrar and Authenticating Agent (incorporated by reference from the Registrant’s quarterly report on Form 10-Q filed on August 9, 2013).
 
 
 
4.4.5
 
Fifth Supplemental Indenture, dated January 27, 2014, by and among the Registrant, Citibank, N.A., as Paying Agent, Registrar and Authenticating Agent, and Wilmington Trust, National Association, as Trustee (incorporated by reference from the Registrant's annual report on Form 10-K filed on March 2, 2015).
 
 
 
4.4.6
 
Sixth Supplemental Indenture, dated November 10, 2014, by and among Bakken Hunter Canada, Inc., Citibank, N.A., as Paying Agent, Registrar and Authenticating Agent, and Wilmington Trust, National Association, as Trustee (incorporated by reference from the Registrant's annual report on Form 10-K filed on March 2, 2015).
 
 
 
4.4.7
 
Seventh Supplemental Indenture, dated December 4, 2014, by and among Triad Holdings, LLC, Citibank, N.A., as Paying Agent, Registrar and Authenticating Agent, and Wilmington Trust, National Association, as Trustee (incorporated by reference from the Registrant's annual report on Form 10-K filed on March 2, 2015).
 
 
 
4.5
 
Certificate of Designations of Rights and Preferences of the 8.0% Series E Cumulative Convertible Preferred Stock of the Registrant, dated November 2, 2012 (incorporated by reference from the Registrant’s current report on Form 8-K filed on November 8, 2012).
 
 
 
4.6
 
Deposit Agreement, dated as of November 2, 2012, by and among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference from the Registrant’s current report on Form 8-K filed on November 8, 2012).
 
 
 
10.1*
 
Amended and Restated Stock Incentive Plan of Registrant (incorporated by reference from the Registrant’s current report on Form 8-K filed on December 3, 2010).
 
 
 
10.1.1*
 
First Amendment to Amended and Restated Stock Incentive Plan (incorporated by reference from the Registrant’s proxy statement on Annex C of Schedule 14A filed on April 1, 2011).
 
 
 
10.1.2
 
Second Amendment to the Magnum Hunter Resources Corporation Amended and Restated Stock Incentive Plan (incorporated by reference from the Registrant’s registration statement on Form S-8 filed on February 14, 2013).
 
 
 




10.1.3*
 
Third Amendment to the Magnum Hunter Resources Corporation Amended and Restated Stock Incentive Plan (incorporated by reference from the Registrant’s current report on Form 8-K filed on January 23, 2013).
 
 
 
10.2*
 
Form of Stock Option Agreement under the Registrant’s Amended and Restated Stock Incentive Plan (incorporated by reference from the Registrant’s annual report on Form 10-K filed on February 18, 2011).
 
 
 
10.3*
 
Form of Restricted Stock Award Agreement under the Registrant’s Amended and Restated Stock Incentive Plan (incorporated by reference from the Registrant’s current report on Form 8-K filed on December 3, 2010).
 
 
 
10.4*
 
Form of Stock Appreciation Right Agreement under the Registrant’s Amended and Restated Stock Incentive Plan (incorporated by reference from the Registrant’s current report on Form 8-K filed on December 3, 2010).
 
 
 
10.5*
 
Form of Executive Change of Control Retention Agreements (incorporated by reference from the Registrant’s annual report on Form 10-K filed on February 29, 2012).
 
 
 
10.5.1*
 
Amendment to Form of Executive Change of Control Retention Agreements (incorporated by reference from the Registrant’s annual report on Form 10-K filed on February 29, 2012).
 
 
 
10.6*
 
Form of Indemnification Agreement for Directors (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on June 7, 2013).
 
 
 
10.7*
 
Form of Indemnification Agreement for Officers (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on June 7, 2013).
 
 
 
10.8
 
Omnibus Settlement Agreement and Release, dated as of January 9, 2014, by and among the Registrant, Magnum Hunter Production, Inc., Eureka Hunter Pipeline, LLC, Seminole Energy Services, L.L.C., Seminole Gas Company, L.L.C., Seminole Murphy Liquids Terminal, L.L.C., NGAS Gathering II, LLC, and NGAS Gathering, LLC (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 14, 2014).
 
 
 
10.9
 
Securities Purchase Agreement, dated as of March 20, 2014, by and among the Registrant and investors party thereto (incorporated by reference from the Registrant’s registration statement on Form S-1 filed on March 31, 2014).
 
 
 
10.10
 
Registration Rights Agreement, dated as of March 20, 2014, by and among the Registrant and investors party thereto (incorporated by reference from the Registrant’s registration statement on Form S-1 filed on March 31, 2014).
 
 
 
10.11
 
Credit Agreement, dated March 28, 2014, by and among Eureka Hunter Pipeline, LLC, as borrower, ABN AMRO Capital USA, LLC, as lender and administrative agent, and the other lenders party thereto (incorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2014).
 
 
 
10.11.1
 
First Amendment to Credit Agreement, dated as of November 19, 2014, by and among Eureka Hunter Pipeline, LLC, ABN AMRO Capital USA, LLC, as administrative agent, and the lenders party thereto (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 24, 2014).
 
 
 
10.12*
 
Eureka Hunter Holdings, LLC Management Incentive Compensation Plan (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 16, 2014).
 
 
 
10.12.1*
 
Form of Eureka Hunter Holdings, LLC Equity Incentive Plan Award Letter (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 16, 2014).
 
 
 
10.12.2*
 
Form of Eureka Hunter Holdings, LLC Class B Common Unit Agreement (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 16, 2014).
 
 
 
10.13
 
Securities Purchase Agreement, dated as of May 27, 2014, by and among the Registrant and investors party thereto (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 30, 2014).
 
 
 
10.14
 
Registration Rights Agreement, dated as of May 27, 2014, by and among the Registrant and investors party thereto (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 30, 2014).
 
 
 
10.15
 
Form of Warrant to Purchase Shares of Common Stock of the Registrant (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 30, 2014).
 
 
 




10.16@
 
Second Amended and Restated Limited Liability Company Agreement of Eureka Hunter Holdings, LLC, dated October 3, 2014, by and among Eureka Hunter Holdings, LLC, the Registrant, MSIP II Buffalo Holdings, LLC, and certain other limited liability company members (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on October 9, 2014).
 
 
 
10.17
 
Fourth Amended and Restated Credit Agreement, dated October 22, 2014, by and among the Registrant, Bank of Montreal, the lenders party thereto and the agents party thereto (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on October 28, 2014).
 
 
 
10.17.1
 
First Amendment to Credit Agreement and Limited Waiver, dated February 24, 2015, by and among the Registrant, the guarantors party thereto, the lenders party thereto and Bank of Montreal (incorporated by reference from the Registrant's annual report on Form 10-K filed on March 2, 2015).
 
 
 
10.18
 
Second Lien Credit Agreement, dated October 22, 2014, by and among the Registrant, Credit Suisse AG, Cayman Islands Branch, the lenders party thereto and the agents party thereto (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on October 28, 2014).
 
 
 
10.19*##
 
Letter Agreement, dated January 29, 2015, by and between the Registrant and R. Glenn Dawson.
 
 
 
10.20##
 
Release and Confidentiality Agreement, dated January 29, 2015, by and between the Registrant and R. Glenn Dawson.
 
 
 
12.1##
 
Computation of Ratio of Earnings to Fixed Charges.
 
 
 
21.1##
 
List of Subsidiaries.
 
 
 
23.1##
 
Consent of BDO USA, LLP with respect to the consolidated financial statements of Magnum Hunter Resources Corporation.
 
 
 
23.2##
 
Consent of Cawley Gillespie & Associates, Inc.
 
 
 
23.3#
 
Consent of BDO USA, LLP with respect to the consolidated financial statements of Eureka Hunter Holdings, LLC.
 
 
 
31.1#
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2#
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1^
 
Certification of the Chief Executive Officer and Chief Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
99.1##
 
Independent Engineer Reserve Report for the year ended December 31, 2014 prepared by Cawley Gillespie & Associates, Inc.
 
 
 
99.2#
 
Consolidated financial statements of Eureka Hunter Holdings, LLC as of and for the year ended December 31, 2014.
 
 
 
101.INS##
 
XBRL Instance Document.
 
 
 
101.SCH##
 
XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL##
 
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.LAB##
 
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
101.PRE##
 
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
101.DEF##
 
XBRL Taxonomy Extension Definition Presentation Linkbase Document.





*
 
The referenced exhibit is a management contract, compensatory plan or arrangement.
 
 
 
+
 
The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC upon request.
 
 
 
@
 
Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the SEC.
 
 
 
#
 
Filed herewith.
 
 
 
##
 
Filed with the Original 10-K.
 
 
 
^
 
This exhibit is furnished herewith and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.