8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 6, 2014

MILLER ENERGY RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee

(State or Other Jurisdiction of Incorporation)

001-34732	26-1028629
(Commission File Number)	(IRS Employer Identification No.)

9721 Cogdill Road, Suite 302

Knoxville, TN 37932

(Address of Principal Executive Offices)

(865) 223-6575

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

We have entered into the First Lien Amendment and the Second Lien Amendment, as described below in Item 5.02.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On August 6, 2014, Mr. David J. Voyticky, our President, informed our Board of Directors of his intention to resign his position to pursue other professional opportunities. His resignation was effective on August 12, 2014.

In a joint special meeting held on August 7, 2014, our Board of Directors (“Board”) and the Compensation Committee of the Board (“Committee”), approved a compensation package in connection with Mr. Voyticky’s proposed withdrawal from his employment, of the amounts approved, the final package consists of: (a) a service award in the amount of (i) $460,000.00 in cash and (ii) the issuance of 79,655 shares of the Company’s common stock and (b) the continued vesting of certain options and common stock (the “Grants”) previously granted to Executive ((a) and (b) together, the “Compensation Package”). The Company further agreed to recommend at the Committee’s next meeting that the Committee accelerate the vesting of the portion of the Grants which have not yet vested, so that, if approved, they would vest on the day of the Committee's further approval. This Compensation Package was subject to Mr. Voyticky and our Company reaching an agreement containing standard releases and post-employment covenants, which were memorialized in the Withdrawal Agreement discussed below.

On August 11, 2014, we entered into a Departure and Withdrawal Agreement (the “Withdrawal Agreement”) with Mr. Voyticky, effective as of August 12, 2014. The Agreement provides for, among other things, (a) early expiration of his employment period under his Employment Agreement dated July 29, 2014 (as extended by the Extension Agreement dated July 3, 2014) between Mr. Voyticky and our Company, (b) the Compensation Package described above and (c) confidentiality restrictions, mutual releases, cooperation and non-disparagement covenants, indemnities and other agreements related to Mr. Voyticky’s withdrawal from the Company.

We further entered into an Amendment No. 1, dated as of August 11, 2014 (the “First Lien Amendment”) to our Credit Agreement, dated as of June 2, 2014 (the “First Lien Credit Agreement”), among our Company, as borrower, KeyBank National Association, as administrative agent, and the lenders party thereto. Prior to the First Lien Amendment being in effect, under the First Lien Credit Agreement, the resignation of Mr. Voyticky would have been a default. The First Lien Amendment amended this default provision to remove the reference to Mr. Voyticky. In addition, the First Lien Amendment removes references to David Voyticky from certain defined terms used in the First Lien Credit Agreement.

We entered into Amendment No. 2, dated as of August 11, 2014 (the “Second Lien Amendment”) to our Amended and Restated Credit Agreement, dated as of February 3, 2014 (the “Second Lien Credit Agreement”), among our Company, as borrower, Apollo Investment Corporation, as administrative agent, and the lenders party thereto. Prior to the Second Lien Amendment being in effect, under the Second Lien Credit Agreement, the resignation of Mr. Voyticky would have been a default. The Second Lien Amendment amended this default provision to remove the reference to Mr. Voyticky. In addition, the Second Lien Amendment removes references to David Voyticky from certain defined terms used in the Second Lien Credit Agreement.

The foregoing description of the Withdrawal Agreement, the First Lien Amendment and the Second Lien Amendment above are qualified in their entirety by reference to the complete texts of the Withdrawal Agreement, First Lien Amendment and Second Lien Amendment, which are filed as Exhibits 5.1, 10.1 and 10.2, respectively, to this report.

Item 7.01Regulation FD Disclosure

On August 12, 2014, we issued a press release announcing the resignation of our President, Mr. David J. Voyticky. Attached as Exhibit 99.1 is our press release relating to the resignation referred to in Item 5.02 above.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Miller Energy Resources, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
5.1	Withdrawal Agreement between the Company and David Voyticky, effective as of August 12, 2014
10.1	First Lien Amendment, dated as of August 11, 2014, among the Company, KeyBank National Association and the lenders from time to time party thereto
10.2	Second Lien Amendment, dated as of August 11, 2014, among the Company, Apollo Investment Corporation and the lenders from time to time party thereto
99.1	Press Release dated August 12, 2014, announcing the resignation of our President, Mr. David J. Voyticky

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 12, 2014	Miller Energy Resources, Inc.
	By: /s/ Scott M. Boruff
	Scott M. Boruff
	Chief Executive Officer

EX-5.1

DEPARTURE AND WITHDRAWAL AGREEMENT

This DEPARTURE AND WITHDRAWAL AGREEMENT (this “Agreement”) is entered into as of August 11, 2014, with an effective date of August 12, 2014 (the “Effective Date”), by Miller Energy Resources, Inc., a Tennessee corporation (the “Company”), on the one hand, and David J. Voyticky (“Mr. Voyticky”), on the other hand. The Company and Mr. Voyticky are each referred to herein as a “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS, Mr. Voyticky currently serves as President of the Company pursuant to an Employment Agreement, dated as of July 29, 2013 (the “Original Agreement”), as amended by that Extension Agreement, dated as of June 3, 2014 (the “Extension Agreement,” and the Original Agreement as amended by the Extension Agreement is referred to as the “Employment Agreement”);

WHEREAS, Mr. Voyticky has informed the Board of Directors of the Company (“Board”) of his desire to withdraw from the Company, ceasing to be its President, so that he can take advantage of other opportunities;

WHEREAS, following discussions between the Company and Mr. Voyticky and his representatives, the Parties wish to memorialize their agreement regarding Mr. Voyticky’s withdrawal from the Company;

WHEREAS, during the term of his employment, Mr. Voyticky was granted certain unexercised options to purchase common stock of the Company and certain grants of common stock of the Company (these options and stock grants, as described in Exhibit A, being the “Outstanding Grants”) under that certain Miller Petroleum, Inc. Stock Plan (the “2010 Plan”) and/or the Miller Petroleum 2011 Equity Compensation Plan (the “2011 Plan,” and the 2010 Plan and 2011 Plan taken together are referred to as, the “Plans”);

WHEREAS, notwithstanding that Mr. Voyticky will not continue as an employee of the Company, in exchange for certain covenants, agreements and releases contained herein, the Compensation Committee of the Board (the “Committee”) adopted a resolution on August 7, 2014, which allows the Outstanding Grants to remain in full force and effect after the date Mr. Voyticky ceases to be employed by the Company, with those Outstanding Grants (options covering 2,175,000 shares of the Company’s common stock having already vested and been issued to Mr. Voyticky) continuing to vest on the “Vest Date” specified in Exhibit A to this Agreement (or, subject to Section 7, the date Further Committee Approval is received); and

WHEREAS, the Parties agree that this Agreement shall be effective as of the Effective Date;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

1.Awards. Mr. Voyticky shall receive, as a service award for the work performed for the Company during the term of his employment and as consideration for the other covenants and agreements contained herein, (i) the sum of $460,000.00 (which sum includes, for the avoidance of doubt, the bonus amount referenced in Section 3 below), immediately upon the effective date of this Agreement (the “Payment”) and Mr. Voyticky’s unpaid business expenses incurred on behalf of the Company (ii) 79,655 shares of the Company’s common stock to be issued under the 2011 Plan (the “New Grant” and together with the 21,250 shares of such common stock which vested on July 24, 2014, but have not yet been issued, the “Current Grant”). The shares included in the New Grant will vest immediately upon the Effective Date and upon execution of this Agreement. The Payment will

be made on the Effective Date and the issuance of shares included in the Current Grant will be made on the earlier of the Effective Date and the date on which all withholding tax obligations thereon shall have been satisfied. Except to the extent required by applicable law, the Payment will be issued to and the Current Grant will be issued to Mr. Voyticky or his designee on his behalf.

2.Early Expiration of Employment Period. The “Employment Period” (as defined in the Employment Agreement) will be deemed to expire immediately upon the Effective Date of this Agreement (and Mr. Voyticky will no longer be an employee or officer of the Company and no further salary or other compensation shall be payable under the Employment Agreement from such point forward, except as otherwise set forth in this Agreement).

3.Understanding Regarding Prior Bonus. For the avoidance of doubt, nothing in this Agreement will limit the right of Mr. Voyticky to receive the bonus granted to him on July 28, 2014 in the amount of $75,000.00 for his service during the fiscal year ended April 30, 2014, which is included in the $460,000.00 identified in paragraph 1 above.

4.Vesting of Specified Options. The Committee and the Board have agreed, and the Company hereby agrees, that, notwithstanding that Mr. Voyticky will no longer continue in his employment with the Company, the Outstanding Grants shall remain in full force and effect and shall vest in Mr. Voyticky on the “Vest Date” for each, as recorded in Exhibit A to this Agreement (or, subject to Section 7, the date Further Committee Approval is received). Except as otherwise expressly stated herein, the Outstanding Grants shall, in all respects, continue to be governed in accordance with the terms of the respective Plan under which each such grant was made and any related option award or restricted stock award agreements previously entered into by the Company and Mr. Voyticky (the “Award Agreements”). The Committee and Board have agreed, and the Company hereby agrees that, the Award Agreements are hereby amended, mutatis mutandis, to indicate that, subject to the other provisions of the Plans, the Outstanding Grants may be exercised by Mr. Voyticky at any time on or before the “Expiration Date” for each, as recorded in Exhibit A to this Agreement. Except as expressly stated in this Agreement, nothing in this Agreement shall amend, alter or in any way modify the terms of the Outstanding Grants or the Award Agreements.

5.Taxes. Mr. Voyticky shall be responsible for any and all taxes due with regard to the New Grant or any Outstanding Grant, including paying applicable withholding taxes due to the Company in connection with such grant. Mr. Voyticky agrees that the Company may deduct the amount of any withholding tax due from amounts otherwise payable by the Company to Mr. Voyticky at the time any shares or options are issued.

6.Acknowledgement Regarding Securities Laws. Mr. Voyticky (i) acknowledges that the U.S. securities laws prohibit any person who has received from an issuer material, non-public information concerning such issuer from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (ii) agrees that, to the extent of the material non-public information in his possession, if any, he will not reveal material non-public information in violation of applicable laws.

7.Further Committee Approval. At the next meeting of the Committee following the Effective Date, the Company shall recommend that the Committee agree to accelerate the vesting of the Specified Grants which have not yet vested. If such approval (the “Further Committee Approval”) is given by the Committee, the vesting date of the remaining and then unvested Specified Grants shall be the date the Further Committee Approval was given.

8.Non-Disparagement.

(a)Covenant of the Company. The Company covenants and agrees that it shall not, and it shall not suffer its officers or directors to, directly or indirectly, publicly disparage or criticize (or make any other public statement that might reasonably be construed to be derogatory or critical of, or negative toward) Mr. Voyticky; provided, however, that this provision shall not apply to any disclosure required by Legal Process, applicable law or any rules thereunder, or by the rules of the New York Stock Exchange.

(b)Covenant of Mr. Voyticky. Mr. Voyticky covenants and agrees that he shall not, directly or indirectly, publicly disparage or criticize (or make any other public statement that might reasonably be construed to be derogatory or critical of, or negative toward) the Company, its business or any current or former directors, principals, officers, or employees; provided, however, that this provision shall not apply to any disclosure required by Legal Process, applicable law or any rules thereunder, or by the rules of the New York Stock Exchange.

9.Release of Claims.

(a)By the Company. Except as set forth in the proviso below, for itself and its shareholders, bondholders, creditors, heirs, estates, trustees, beneficiaries, successors, predecessors, assigns, associates and affiliates (the “Releasors”), the Company hereby does remise, release and forever discharge, and covenant not to sue or take any steps to pursue or further any lawsuit, claim or proceeding before any court (collectively, “Proceeding”) (or, except where required by Legal Process, to assist any other person or entity in any Proceeding) against Mr. Voyticky or his successors, heirs, estates, trustees, or predecessors (the “Voyticky Releasees”), and each of them, from and in respect of any and all claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, liabilities or indemnities (“Claims”), whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which all or any of the Releasors have, had or may have against the Voyticky Releasees, or any of them, of any kind, nature or type whatsoever on the date of this Agreement; provided, however, that the foregoing release shall not release (i) any rights and duties under this Agreement or any claims or causes of action the Releasors may have for the breach or enforcement of any provisions of this Agreement, and (ii) any claim of the Company for taxes referred to in Section 5 hereof, For the avoidance of doubt, it is understood that the grants included in the Specified Grants and the New Grant will remain subject to the terms of the Plans under which each grant was made.

(b)By Mr. Voyticky. Except as set forth in the proviso below, for himself and on behalf of his Releasors, Mr. Voyticky hereby does remise, release and forever discharge, and covenant not to sue or take any steps to pursue or further any Proceeding (or, except where required by Legal Process, to assist any other person or entity in any Proceeding) against the Company or its successors, predecessors, assigns, subsidiaries, principals, directors, officers, associates and affiliates (the “Company Releasees”), and each of them, from and in respect of any and all Claims, whether based on any federal, state or foreign law or right of action, direct, indirect or representative in nature, foreseen or unforeseen, matured or unmatured, known or unknown, which all or any of the Releasors have, had or may have against the Company Releasees, or any of them, of any kind, nature or type whatsoever on the date of this Agreement; provided, however, that the foregoing release shall not release (i) any rights and duties under this Agreement or any claims or causes of action the Releasors may have for the breach or enforcement of any provisions of this Agreement, (ii) any claim of Mr.

Voyticky for fees due and owing for services provided as an employee of the Company prior to the date of this Agreement, or (iii) any claim for indemnification of Mr. Voyticky payable in accordance with the terms of the Company’s Amended and Restated Bylaws as in effect on the date hereof for acts or omissions of Mr. Voyticky while an officer of the Company or any claims or Legal Process asserted against Mr. Voyticky in connection with such acts or omissions.

(c)Certain Representations of the Parties. Each of Mr. Voyticky and the Company represents and warrants that it has not heretofore transferred or assigned, or purported to transfer or assign, to any person, firm, or corporation any Claims herein released. Mr. Voyticky represents and warrants that neither he nor any assignee has filed any lawsuit against the Company, and the Company represents and warrants that neither it nor any assignee has filed any lawsuit against Mr. Voyticky.

(d)Waiver by and Acknowledgements of the Parties with Respect to Claims. Each of Mr. Voyticky and the Company waives any and all rights (to the extent permitted by state law, federal law, principles of common law or any other law) which may have the effect of limiting the releases as set forth in this Section 9. Without limiting the generality of the foregoing, each of Mr. Voyticky and the Company acknowledges that there is a risk that the damages and costs which he or it believes he or it has suffered or will suffer may turn out to be other than or greater than those now known, suspected, or believed to be true. Each of Mr. Voyticky and the Company understands and agrees that facts on which he or it has been relying in entering into this Agreement may later turn out to be other than or different from those now known, suspected or believed to be true. Each of Mr. Voyticky and the Company acknowledges that in entering into this Agreement, he or it has expressed that he or it agrees to accept the risk of any such possible unknown facts or Claims. Each of Mr. Voyticky and the Company acknowledges and agrees that the releases and covenants provided for in this Section 9 are binding, unconditional and final as of the date hereof.

10.Confidentiality.

(a)Mr. Voyticky acknowledges that he has received Confidential Information in connection with his duties as an employee of the Company. Mr. Voyticky agrees that he shall keep all Confidential Information in strict confidence and that he shall not disclose any of the Confidential Information in any manner whatsoever without the specific prior written consent of the Company unless pursuant to paragraph (b) below. Mr. Voyticky agrees to safeguard and protect the confidentiality of the Confidential Information. Nothing in this Agreement is intended to or shall preclude Mr. Voyticky from generally using or communicating about his experience as an officer, employee or director of the Company in connection with prospective or actual service as an employee, officer or director of another company.

(b)In the event that Mr. Voyticky is required to disclose any Confidential Information pursuant to a Legal Process, Mr. Voyticky agrees to provide the Company prompt notice of such Legal Process so that the Company may, at its sole expense, seek an appropriate protective order and waive compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, Mr. Voyticky is advised by his legal counsel that he is legally required to disclose such Confidential Information, Mr. Voyticky may disclose to the required person that portion, and only that portion, of the Confidential Information that Mr. Voyticky is required to disclose (as reasonably confirmed by Mr. Voyticky’s counsel); provided, however, that Mr. Voyticky agrees to give the Company written notice as far in advance of such disclosure as is reasonably practicable and, at the request of the Company, shall use his best efforts at the Company’s expense to obtain an order or other reliable assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed.

(c)The terms of this Section10 supersede and replace any other confidentiality agreements that may exist between the Company and Mr. Voyticky, in the Employment Agreement or otherwise.

11.Representations and Warranties.

(a)Mr. Voyticky represents and warrants that (i) he has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (ii) this Agreement has been duly and validly authorized, executed and delivered by him, constitutes a valid and binding obligation and agreement and is enforceable against him in accordance with its terms.

(b)The Company hereby represents and warrants that (i) it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; and (ii) this Agreement has been duly and validly authorized, executed and delivered by the Company by its Board of Directors and, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

12.Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt; (b) upon sending if sent by facsimile to the facsimile numbers below, with electronic confirmation of sending; (c) one day after being sent by a nationally recognized overnight carrier to the addresses set forth below; or (d) when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt:

If to the Company:	If to Mr. Voyticky:
Miller Energy Resources, Inc.	David J. Voyticky
9721 Cogdill Road	To the address on file in the Company’s
Knoxville, TN 37932	employment records
Attention: Chief Executive Officer
Facsimile: (865) 691-8209
With a copy to::
Miller Energy Resources, Inc.
9721 Cogdill Road
Knoxville, TN 37932
Attention: General Counsel
Facsimile: (865) 691-8209

Or to such other address as either party may specify from time to time in writing.

13. Governing Law; Jurisdiction.

(a)This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to its conflict of laws principles.

(b)The Parties agree to the non-exclusive jurisdiction and venue for any lawsuit, claim or other Legal Process arising out of or related to this Agreement in a federal or state court of competent jurisdiction located in Los Angeles County, California. Each Party waives any objection it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to personal jurisdiction in any such court in any such proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such proceeding brought in any such court has been brought in any inconvenient forum. Nothing contained herein shall be deemed to affect the right of any Party to serve process in any manner permitted by law.

14.Specific Performance. Each of Parties acknowledges and agrees that irreparable injury to the other Party would occur in the event any covenant or agreement in this Agreement were not performed by the acknowledging Party in accordance with such provision’s specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that a complaining Party shall be entitled, without the posting of any bond and without proof of actual damages, to specific enforcement of, and injunctive relief to prevent, any violation of the terms hereof, and the other Party shall not take any action, directly or indirectly, in opposition to a complaining Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 14 shall not be the exclusive remedy for any violation of this Agreement.

15.Certain Definitions and Interpretations.

(a)As used in this Agreement:

(i)the term “affiliate” has the meaning ascribed to such term under the Exchange Act;

(ii)the term “associate” has the meaning ascribed to such term under the Exchange Act;

(iii)“Confidential Information” means (A) all communications, reports, documents, data, records, plans and other materials received or collected by Mr. Voyticky from the Company or any of its Representatives, relating to the Company, its business, its affairs, its affiliates, its associates or its Representatives; or (B) any proprietary, sensitive or nonpublic information relating to the Company, its business, its affairs, its affiliates, its associates or its Representatives that has been, or may be in the future, disclosed to Mr. Voyticky by the Company or any of its Representatives; provided, however, that the term “Confidential Information” shall be understood not to include information that (x) was in or enters the public domain, (y) was or becomes generally available to the public, other than as a result of the disclosure by Mr. Voyticky in violation of the terms of this Agreement or any other agreement imposing an obligation on Mr. Voyticky to keep such information confidential or (z) properly comes into Mr. Voyticky’s possession from a third party who

is lawfully in possession of such information and who is not in violation of any contractual, legal or fiduciary obligation to the Company;

(iv)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(v)“Legal Process” means any oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, court orders, injunctions or similar processes issued by a court or other governmental body of competent jurisdiction;

(vi)the term “person” has the meaning ascribed to such term under the Exchange Act;

(vii)the term “Representatives” means a person’s directors, officers, employees, partners, members, managers, consultants, advisors, agents and other representative.

(b)The word “including” means “including, without limitation” and references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated.

16.Miscellaneous.

(a)This Agreement, the Employment Agreement, the Plans and the terms of any Award Agreement related to the Outstanding Grants or the New Grant, contains the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matters hereof.

(b)This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons.

(c)This Agreement shall not be assignable by either Party without the consent of the other Party hereto, in writing; provided that in the event of a merger or acquisition of the Company in which a surviving acquirer of the Company is or would be assigned this Agreement by operation of law as a result of that acquisition, no consent of Mr. Voyticky shall be required for such assignment to be effective.  Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the permitted successors and assigns of each Party.

(d)Neither the failure nor any delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

(e)If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their reasonable best efforts to agree upon and

substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

(f)Headings used in this Agreement are included for convenience only and shall not affect the interpretation of the provisions of this Agreement.

(g)Any amendment or modification of the terms and conditions set forth herein or any waiver of such terms and conditions must be agreed to in a writing signed by the party to be bound by such change.

(h)This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.  Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.

MILLER ENERGY RESOURCES, INC.

By: /s/ Scott M. Boruff

Name: Scott M. Boruff

Title: Chief Executive Officer

By: /s/ David J. Voyticky

Name: David J. Voyticky

Exhibit A

Outstanding Grants

Options:

					Granted
Grant Date	Vest Date	Expiration	Type	Plan	# Shares	Price
04/27/10	04/27/11	04/27/20	NQ	2010	66,667	5.9400
04/27/10	04/27/12	04/27/20	NQ	2010	66,667	5.9400
04/27/10	04/27/13	04/27/20	NQ	2010	66,666	5.9400
07/29/10	07/29/11	07/29/20	NQ	2010	33,333	4.9800
07/29/10	07/29/12	07/29/20	NQ	2010	33,333	4.9800
07/29/10	07/29/13	07/29/20	NQ	2010	33,334	4.9800
05/27/11	05/27/12	05/27/21	NQ	2011	50,000	5.8900
05/27/11	05/27/13	05/27/21	NQ	2011	50,000	5.8900
05/27/11	05/27/14	05/27/21	NQ	2011	50,000	5.8900
06/09/11	06/09/12	06/09/16	ISO	2011	18,500	5.3500
06/09/11	06/09/12	06/09/16	NQ	2011	556,500	5.3500
06/09/11	06/09/13	06/09/16	ISO	2011	18,500	5.3500
06/09/11	06/09/13	06/09/16	NQ	2011	556,500	5.3500
06/09/11	06/09/14	06/09/16	ISO	2011	18,500	5.3500
06/09/11	06/09/14	06/09/16	NQ	2011	556,500	5.3500
06/09/11	06/09/15	06/09/16	ISO	2011	18,500	5.3500
06/09/11	06/09/15	06/09/16	NQ	2011	556,500	5.3500

Restricted Stock:

				Granted
Grant Date	Vest Date	Expiration	Plan	# Shares
07/02/12	07/24/14	07/24/14	2011	21,250
07/02/12	07/24/15	07/24/15	2011	21,250
07/02/12	07/24/16	07/24/16	2011	21,250

EX-10.1

First Amendment to Credit Agreement

dated as of August 11, 2014

among

Miller Energy Resources, Inc.,

as Borrower,

KeyBank National Association,

as Administrative Agent,

and

the Lenders Party Hereto

KeyBank National Association

Lead Arranger and Book Runner

First Amendment to Credit Agreement

This First Amendment to Credit Agreement (this “Amendment”) dated as of August 11, 2014, is among MILLER ENERGY RESOURCES, INC., a corporation duly formed and existing under the laws of the State of Tennessee, each of the Lenders party hereto, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.

R E C I T A L S

A.The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of June 2, 2014 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

B.The Borrower has requested that the Administrative Agent and each of the Lenders amend, and the Administrative Agent and each of the Lenders have agreed to amend, certain provisions of the Credit Agreement as herein set forth.

C.Now, therefore, to induce the Administrative Agent and the Lenders to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.    Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to sections of the Credit Agreement.

Section 2.    Amendments to Credit Agreement

2.1    Amendments to Section 1.02 of the Credit Agreement. Section 1.02 of the Credit Agreement is hereby amended as follows:

(a)    The definition of “Agreement” is restated in its entirety to read as follows:

“Agreement” means this Credit Agreement, as amended by that certain First Amendment to Credit Agreement dated as of August 11, 2014, and as the same may be further amended, restated, supplemented, or modified from time to time.

(b)    The definition of “Change in Control” is amended by deleting “David Voyticky,” in clause (c) thereof.

(c)    The definition of “Permitted Disposition” is amended by deleting “, David Voyticky,” in clause (a) thereof.

2.2    Amendments to Section 10.01 of the Credit Agreement. Clause (q) of Section 10.01 is hereby amended and restated in its entirety to read as follows:

(q)If (i) David Hall ceases to be Chief Operating Officer of the Borrower or Scott Boruff ceases to be Chief Executive Officer of the Borrower or (ii) Scott Boruff or

David Hall otherwise ceases to be substantially involved in the daily operations of the Borrower and, in each case, if such Person is not replaced by a Person reasonably satisfactory to the Administrative Agent within sixty (60) days of such Person ceasing to hold such office or ceasing to be so involved, as applicable.

Section 3.    Conditions Precedent. This Amendment shall become effective on the date (such date, the “First Amendment Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.02):

(a)    The Administrative Agent shall have received from the Majority Lenders, the Administrative Agent, the Borrower and each Guarantor, counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Amendment signed on behalf of such Person.

(b)    The Administrative Agent shall be reasonably satisfied that, substantially contemporaneously with the effectiveness of this Amendment, the terms of the Second Lien Term Loan Agreement will be amended in form and substance consistent with this Amendment and otherwise reasonably acceptable to the Administrative Agent.

(c)    No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment.

(d)    the Borrower shall have paid to the Administrative Agent all costs, fees and expenses payable pursuant to the Credit Agreement.

Section 4.    Miscellaneous.

4.1    Confirmation. The provisions of the Credit Agreement, as amended by this Amendment, remain in full force and effect following the effectiveness of this Amendment.

4.2    Ratification and Affirmation; Representations and Warranties. Each of the Borrower and each Guarantor hereby:

(a)    acknowledges the terms of this Amendment,

(b)    ratifies and affirms their respective obligations, and acknowledges their respective continued liability, under each Loan Document to which it is a party (including with respect to all of the Liens securing the payment and performance of the Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby,

(c)    represents and warrants to the Lenders that the resolutions and Governing Documents certified to the Administrative Agent and the Lenders by such Loan Party on the date of the Credit Agreement remain in full force and effect and have not been amended or otherwise modified, and

(d)    represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment, all of the Borrower’s and such Guarantor’s, as applicable, respective representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects, except that (i) to the extent any such representations and warranties are expressly limited to an earlier date, as of the date hereof, after giving effect to the terms of this Amendment, such representation and warranty continues to be true and correct in all material respects as of such specified

earlier date and (ii) to the extent that any such representation and warranty is qualified by materiality, such representation and warranty (as so qualified) is true and correct in all respects.

4.3    Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart hereof.

4.4    NO ORAL AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

4.5    GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.6    Payment of Expenses. In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out‑of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel.

4.7    Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.8    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties to the Credit Agreement and their respective successors and permitted assigns.

4.9    Loan Document. This Amendment is a Loan Document.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

BORROWER:	MILLER ENERGY RESOURCES, INC.
	By: /s/ Scott M. Boruff
	Scott M. Boruff
	Chief Executive Officer
GUARANTORS:	MILLER FRILLING, TN LLC
	By: MILLER ENERGY RESOURCES, INC.
	its Sole Member
	By: /s/ Scott M. Boruff
	Scott M. Boruff
	Chief Executive Officer
	MILLER ENERGY SERVICES, LLC
	By: MILLER ENERGY RESOURCES, INC.
	its Sole Manager
	By: /s/ Scott M. Boruff
	Scott M. Boruff
	Chief Executive Officer
	MILLER ENERGY GP, LLC
	By: MILLER ENERGY RESOURCES, INC.
	its Sole Manager
	By: /s/ Scott M. Boruff
	Scott M. Boruff
	Chief Executive Officer

MILLER RIG & EQUIPMENT, LLC

By: MILLER ENERGY RESOURCES, INC.

its Sole Manager

By: /s/ Scott M. Boruff

Scott M. Boruff

Chief Executive Officer

COOK INLET ENERGY, LLC

By: /s/ David M. Hall

David M. Hall

Manager and Chief Executive Officer

EAST TENNESSEE CONSULTANTS, INC.

By: /s/ Eugene D. Lockyear

Eugene D. Lockyear

President

EAST TENNESSEE CONSULTANTS II, L.L.C.

By: /s/ Eugene D. Lockyear

Eugene D. Lockyear

President

KEYBANK NATIONAL ASSOCIATION, as

Administrative Agent, as Issuing Bank and as a

Lender

By: /s/ George E. McKean

Name: George E. McKean

Title: Senior Vice President

CIT FINANCE LLC, as a Lender

By: /s/ John Feeley

Name: John Feeley

Title: Director

ONEWEST BANK N.A., as a Lender

By: /s/ Whitney Randolph

Name: Whitney Randolph

Title: Senior Vice President

EX-10.2

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of August 11, 2014, is among MILLER ENERGY RESOURCES, INC., a corporation duly formed and existing under the laws of the State of Tennessee, each of the Lenders party hereto, and APOLLO INVESTMENT CORPORATION, as Administrative Agent.

R E C I T A L S

A.The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of February 3, 2014 (as amended by Amendment No. 1 to Credit Agreement dated as of June 2, 2014 and as otherwise amended, restated, supplemented or modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain extensions of credit available to the Borrower.

B.The Borrower has requested that the Administrative Agent and each of the Lenders amend, and the Administrative Agent and each of the Lenders have agreed to amend, certain provisions of the Credit Agreement as herein set forth.

C.Now, therefore, to induce the Administrative Agent and the Lenders to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.    Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to sections of the Credit Agreement.

Section 2.    Amendments to Credit Agreement

2.1    Amendments to Section 1.02 of the Credit Agreement. Section 1.02 of the Credit Agreement is hereby amended as follows:

(a)    The definition of “Change in Control” is amended by deleting “David Voyticky,” in clause (c) thereof.

(b)    The definition of “Permitted Disposition” is amended by deleting “, David Voyticky,” in clause (a) thereof.

2.2    Amendments to Section 10.01 of the Credit Agreement. Clause (q) of Section 10.01 is hereby amended and restated in its entirety to read as follows:

(q)If (i) David Hall ceases to be Chief Operating Officer of the Borrower or Scott Boruff ceases to be Chief Executive Officer of the Borrower or (ii) Scott Boruff or David Hall otherwise ceases to be substantially involved in the daily operations of the Borrower.

Section 3.    Conditions Precedent. This Amendment shall become effective on the date when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):

(a)    The Administrative Agent shall have received from the Majority Lenders, the Administrative Agent, the Borrower and each Guarantor, counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Amendment signed on behalf of such Person.

(b)    The Administrative Agent shall be reasonably satisfied that, substantially contemporaneously with the effectiveness of this Amendment, the terms of the First Lien Credit Agreement will be amended in form and substance reasonably acceptable to the Administrative Agent.

(c)    No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this Amendment.

(d)    The Administrative Agent shall have received evidence reasonably satisfactory to it that David Voyticky has resigned from his position as an officer of the Borrower and has terminated his employment agreement with the Borrower.

(e)    The Borrower shall have paid to the Administrative Agent all costs, fees and expenses payable pursuant to the Credit Agreement.

Section 4.    Miscellaneous.

4.1    Confirmation. The provisions of the Credit Agreement, as amended by this Amendment, remain in full force and effect following the effectiveness of this Amendment.

4.2    Ratification and Affirmation; Representations and Warranties. Each of the Borrower and each Guarantor hereby:

(a)    acknowledges the terms of this Amendment,

(b)    ratifies and affirms their respective obligations, and acknowledges their respective continued liability, under each Loan Document to which it is a party (including with respect to all of the Liens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby,

(c)    represents and warrants to the Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Amendment No. 1 Effective Date remain in full force and effect and have not been amended or otherwise modified, and

(d)    represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment, after giving effect to this Amendment, (i) the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement, as amended hereby, and in the other Loan Documents are true and correct in all material respects (unless such representation and warranty is already qualified by materiality, in which case such representation or warranty is simply true and correct) on and as of the date hereof, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties continue to be true and correct as aforesaid as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.

4.3    Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart hereof.

4.4    NO ORAL AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

4.5    GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.6    Payment of Expenses. In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out‑of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel.

4.7    Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.8    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties to the Credit Agreement and their respective successors and permitted assigns.

4.9    Loan Document. This Amendment is a Loan Document.

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BORROWER:	MILLER ENERGY RESOURCES, INC.
	By: /s/ Scott M. Boruff
	Scott M. Boruff
	Chief Executive Officer
GUARANTORS:	MILLER FRILLING, TN LLC
	By: MILLER ENERGY RESOURCES, INC.
	its Sole Member
	By: /s/ Scott M. Boruff
	Scott M. Boruff
	Chief Executive Officer
	MILLER ENERGY SERVICES, LLC
	By: MILLER ENERGY RESOURCES, INC.
	its Sole Manager
	By: /s/ Scott M. Boruff
	Scott M. Boruff
	Chief Executive Officer
	MILLER ENERGY GP, LLC
	By: MILLER ENERGY RESOURCES, INC.
	its Sole Manager
	By: /s/ Scott M. Boruff
	Scott M. Boruff
	Chief Executive Officer

MILLER RIG & EQUIPMENT, LLC

By: MILLER ENERGY RESOURCES, INC.

its Sole Manager

By: /s/ Scott M. Boruff

Scott M. Boruff

Chief Executive Officer

COOK INLET ENERGY, LLC

By: /s/ David M. Hall

David M. Hall

Manager and Chief Executive Officer

EAST TENNESSEE CONSULTANTS, INC.

By: /s/ Eugene D. Lockyear

Eugene D. Lockyear

President

EAST TENNESSEE CONSULTANTS II, L.L.C.

By: /s/ Eugene D. Lockyear

Eugene D. Lockyear

President

APOLLO INVESTMENT CORPORATION, as

Administrative Agent for the Lenders, and Lender

By: Apollo Investment Management, L.P.

By: ACC Management, LLC, as its

General Partner

By: /s/ Edward Goldthorpe

Name: Edward Goldthorpe

Title: Vice President

HIGHBRIDGE PRINCIPAL STRATEGIES - SPECIALTY LOAN FUND III, L.P.,as a Lender

By: Highbridge Principal Strategies, LLC as Trading Manager

By: /s/ Don Dimitrievich

Name: Don Dimitrievich

Title: Managing Director

HIGHBRIDGE PRINCIPAL STRATEGIES - SPECIALTY LAON VG FUND, L.P. ,as a Lender

By: Highbridge Principal Strategies, LLC its Manager

By: /s/ Don Dimitirievich

Name: Don Dimitrievich

Title: Managing Director

HIGHBRIDGE PRINCIPAL STRATEGIES - NDT SENIOR LOAN FUND, L.P. ,as a Lender

By: Highbridge Principal Strategies, LLC its trading Manager

By: /s/ Don Dimitirievich

Name: Don Dimitrievich

Title: Managing Director

HIGHBRIDGE PRINCIPAL STRATEGIES - SPECIALTY LOAN INSTITUTIONAL FUND III, L.P. ,as a Lender

By: Highbridge Principal Strategies, LLC its Manager

By: /s/ Don Dimitirievich

Name: Don Dimitrievich

Title: Managing Director

HIGHBRIDGE SPECIALTY LOAN INSTITUTIONAL HOLDINGS LIMITED,as a Lender

By: Highbridge Principal Strategies, LLC, its investment manager

By: /s/ Don Dimitirievich

Name: Don Dimitrievich

Title: Managing Director

HIGHBRIDGE AIGUILLES ROUGES SECTOR A INVESTMENT FUND, L.P. ,as a Lender

By: Highbridge Principal Strategies, LLC as manager

By: /s/ Don Dimitirievich

Name: Don Dimitrievich

Title: Managing Director

HIGHBRIDGE SPECIALTY LOAN SECTOR A INVESTMENT FUND, L.P. ,as a Lender

By: Highbridge Principal Strategies, LLC as Trading Manager

By: /s/ Don Dimitirievich

Name: Don Dimitrievich

Title: Managing Director

LINCOLN INVESTMENT SOLUTIONS, INC. ,as a Lender

By: Highbridge Principal Strategies, LLC, its Investment Manager

By: /s/ Don Dimitirievich

Name: Don Dimitrievich

Title: Managing Director

HIGHBRIGE SPECIALTY LOAN HOLDINGS II, L.P. ,as a Lender

By: Highbridge Principal Strategies, LLC its Manager

By: /s/ Don Dimitirievich

Name: Don Dimitrievich

Title: Managing Director

EX-99.1

For immediate release

MILLER ENERGY RESOURCES ANNOUNCES RESIGNATION OF PRESIDENT DAVID VOYTICKY

KNOXVILLE, Tenn. - (August 12, 2014) - Miller Energy Resources, Inc. (“Miller” or “the Company”) (NYSE: MILL) today announced that its President, David Voyticky, has resigned his position with the Company to pursue other opportunities. Mr. Voyticky’s responsibilities will be absorbed by other Miller executives.

“I would like to personally thank David for his tremendous contributions to Miller over the past four years," said Scott M. Boruff, Miller's CEO. "During his tenure, the Company’s cost of capital has been reduced from a high of 25% to our most recent borrowing at LIBOR plus 300 to 400 basis points. Over that time, Miller has raised hundreds of millions of dollars to fund our successful drilling program and acquisition strategy, and David played a key role throughout. He leaves Miller knowing that we are well positioned to focus on further expanding our production, reserves and cash flows."

About Miller Energy Resources

Miller Energy Resources, Inc. is an oil and natural gas exploration, production and drilling company operating in multiple exploration and production basins in North America. Miller’s focus is in Cook Inlet, Alaska and in the heart of Tennessee's prolific and hydrocarbon-rich Appalachian Basin including the Mississippian Lime and the Chattanooga Shale. Miller is headquartered in Knoxville, Tennessee with offices in Anchorage, Alaska and Huntsville, Tennessee. The company’s common stock is listed on the NYSE under the symbol MILL.

Investor Relations Contact

Derek Gradwell

MZ Group

SVP, Natural Resources

Phone: 512-270-6990

Email: dgradwell@mzgroup.us

Web: www.mzgroup.us