UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

June 24, 2015 (June 18, 2015)

MAGNUM HUNTER RESOURCES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

909 Lake Carolyn Parkway, Suite 600

Irving, Texas 75039

(Address of principal executive offices, including zip code)

(832) 369-6986

(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 obligations of the registrant under any of the following provisions:

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 1.01              Entry into a Material Definitive Agreement.

Amendment to First Lien Credit Agreement

Background

As previously disclosed in its public filings with the Securities and Exchange Commission (the “SEC”), Magnum Hunter Resources Corporation (“Magnum Hunter”) continues to pursue certain liquidity enhancing transactions to, among other things, satisfy its obligation, as described more fully below, to raise $65 million of aggregate net cash proceeds from certain transactions.

As described more fully in Item 8.01 of this Current Report on Form 8-K, Magnum Hunter recently closed on the sale of certain non-core undeveloped and unproven leasehold acreage located in Tyler County, West Virginia (the “Properties”) to Antero Resources Corporation, a Delaware corporation (“Purchaser”), and received at closing total consideration of approximately $33.6 million in cash.  The total consideration is subject to post-closing adjustments for any title defects and for remediation of asserted title defects, which adjustments are anticipated to increase the ultimate cash sales price to $35.0 - $40.0 million on or before July 15, 2015.  The closing of this sales transaction is described in more detail below under Item 8.01 of this Current Report on Form 8-K.  In addition, Magnum Hunter has already completed approximately $22.0 million of other capital raising transactions and has, therefore, to date, raised a total of approximately $55.6 million towards satisfaction of its $65 million capital raising near-term goal and obligation.

As described in more detail below, on June 19, 2015, Magnum Hunter received an extension from the lenders under its First Lien Credit Agreement (as defined below) with respect to its obligation to raise the $65 million of aggregate net cash proceeds.  The extension gives Magnum Hunter until July 10, 2015 to satisfy this obligation. See “Fourth Amendment to Credit Agreement and Limited Consent” below. Magnum Hunter believes it will be able to satisfy this obligation on or before July 10, 2015 through one or more of the potential liquidity enhancing transactions that it is continuing to pursue. See “Potential Liquidity Enhancing Transactions” below.

Capital Raising Obligation and Related Waiver

On and effective as of April 17, 2015, Magnum Hunter entered into a Second Amendment to Credit Agreement and Limited Waiver (the “Second Amendment”), by and among Magnum Hunter, as borrower, Bank of Montreal, as administrative agent, and the several lenders and guarantors party thereto.  The Second Amendment amended Magnum Hunter’s Fourth Amended and Restated Credit Agreement dated as of October 22, 2014 (as amended, the “First Lien Credit Agreement”) to, among other things, extend the amount of time Magnum Hunter and its Restricted Subsidiaries (as defined in the First Lien Credit Agreement) may have accounts payable outstanding after the date of invoice from 90 days to 180 days for any day on or prior to May 29, 2015, after which date the restriction would revert back to 90 days.

In addition, pursuant to the Second Amendment, the lenders agreed to waive (the “Limited Waiver”) (i) effective as of March 31, 2015, compliance with the current ratio and total secured net debt ratio covenants under the First Lien Credit Agreement for the fiscal quarter ended March 31, 2015 (which covenants, prior to the waiver, required a current ratio of not less than 0.75 to 1.0, and total secured net debt ratio of not more than 2.50 to 1.0, for such fiscal quarter) and (ii) any default or event of default that may have occurred as a result of non-compliance with the accounts payable aging limitation in effect prior to the effective date of the Second Amendment, as described above. Pursuant to the Second Amendment, the Limited Waiver was subject to Magnum Hunter having received, by May 29, 2015, at

2

least $65 million of aggregate net cash proceeds from one or more of the issuance by Magnum Hunter of equity securities, permitted asset sales by Magnum Hunter or any Restricted Subsidiary or the entry into a joint venture by Magnum Hunter or any Restricted Subsidiary (including the receipt of upfront payments therefrom (such capital raising obligation of Magnum Hunter, the “Waiver Condition”).

On and effective as of May 28, 2015, Magnum Hunter entered into a Third Amendment to Credit Agreement and Limited Consent (the “Third Amendment”), by and among Magnum Hunter, as borrower, Bank of Montreal, as administrative agent, and the several lenders and guarantors party thereto.  The Third Amendment amended the First Lien Credit Agreement to, among other things, extend the amount of time Magnum Hunter and its Restricted Subsidiaries may have accounts payable outstanding after the date of invoice from 90 days to 180 days for any day on or prior to June 19, 2015 (rather than May 29, 2015, as provided in the Second Amendment), after which June 19, 2015 date the restriction would revert back to 90 days.

In addition, pursuant to the Third Amendment, the lenders agreed to extend the deadline for Magnum Hunter to satisfy the Waiver Condition from May 29, 2015 to June 19, 2015.

Magnum Hunter previously disclosed its entry into the Second Amendment and the Third Amendment, and filed copies of the Second Amendment and the Third Amendment, in Current Reports on Form 8-K filed with the SEC on April 20, 2015 and May 29, 2015, respectively.

Fourth Amendment to Credit Agreement and Limited Consent

On and effective as of June 19, 2015, Magnum Hunter entered into a Fourth Amendment to Credit Agreement and Limited Consent (the “Fourth Amendment”), by and among Magnum Hunter, as borrower, Bank of Montreal, as administrative agent, and the several lenders and guarantors party thereto.  The Fourth Amendment amended the First Lien Credit Agreement to, among other things, extend the amount of time Magnum Hunter and its Restricted Subsidiaries may have accounts payable outstanding after the date of invoice from 90 days to 180 days for any day on or prior to July 10, 2015 (rather than June 19, 2015, as provided in the Third Amendment), after which July 10, 2015 date the restriction will revert back to 90 days.

In addition, pursuant to the Fourth Amendment, the lenders agreed to extend the deadline for Magnum Hunter to satisfy the Waiver Condition from June 19, 2015 to July 10, 2015.  The failure by Magnum Hunter to satisfy the Waiver Condition on or before the close of business on July 10, 2015 will constitute an event of default under the First Lien Credit Agreement.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Potential Liquidity Enhancing Transactions

For a more complete description of the potential liquidity enhancing transactions currently being pursued by Magnum Hunter, see Magnum Hunter’s recent public filings with the SEC, specifically Magnum Hunter’s Annual Report on Form 10-K for the year ended December 31, 2014, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and its Current Report on Form 8-K filed on May 29, 2015.

3

Item 8.01                                           Other Events.

On June 18, 2015, Triad Hunter, LLC (“Seller”), a wholly-owned subsidiary of Magnum Hunter, closed on the sale of the Properties to Purchaser, pursuant to a Purchase and Sale Agreement, dated May 22, 2015 (the “Purchase and Sale Agreement”), by and between Seller and Purchaser.  Magnum Hunter reported the entry by the parties into the Purchase and Sale Agreement pursuant to a Current Report on Form 8-K filed by Magnum Hunter with the SEC on May 29, 2015.

At closing, Seller received total consideration of approximately $33.6 million in cash, subject to post-closing adjustments for any title defects and for remediation of asserted title defects, which adjustments are anticipated to increase the ultimate cash sales price to $35.0 - $40.0 million on or before July 15, 2015.  Proceeds received from the sale of the Properties have been applied towards satisfaction of the Waiver Condition.  The Properties sold consisted of ownership interests in approximately 5,210 net leasehold acres.

Item 9.01                                           Financial Statements and Exhibits.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K includes “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Forward-looking statements include statements regarding the Company’s liquidity and capital resources, its ability to consummate transactions and the timing, potential terms and proceeds to the Company of any such transactions. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, financial condition and other factors as discussed in filings made by the Company with the SEC. Among the factors that could cause results to differ materially are those risks discussed in reports filed by the Company with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended after such fiscal year.  All persons are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in those filings. Forward-looking statements speak only as of the date of the document in which they are contained, and the Company does not undertake any duty to update any forward-looking statements except as may be required by law.  Furthermore, Magnum Hunter cannot provide assurance as to whether or when it will be able to consummate the liquidity enhancing transactions that the Company is currently pursuing or other liquidity enhancing transactions, or, if any liquidity enhancing transactions are consummated, whether they will be on the terms contemplated or will provide Magnum Hunter with sufficient liquidity to meet its cash flow needs or maintain compliance with the financial and other covenants in Magnum Hunter’s debt agreements.

4

SIGNATURES

In accordance with 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.

5

EXHIBIT INDEX

6

Exhibit 10.1

Executed Version

FOURTH AMENDMENT TO CREDIT AGREEMENT
AND LIMITED CONSENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED CONSENT (this “Amendment”), effective as of the 19th day of June, 2015 (the “Effective Date”), is entered into by and among MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the guarantors party hereto (the “Guarantors”), the Lenders (as hereinafter defined) party hereto and BANK OF MONTREAL, as administrative agent for the Lenders (the “Administrative Agent”).

RECITALS

WHEREAS, the Borrower, the lenders party thereto (the “Lenders”) and the Administrative Agent entered into that certain Fourth Amended and Restated Credit Agreement dated as of October 22, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement;

WHEREAS, the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent entered into that certain Second Amendment to Credit Agreement and Limited Waiver dated as of April 17, 2015 (the “Second Amendment”), pursuant to which the Lenders party thereto agreed to waive certain provisions of the Credit Agreement as more particularly set forth therein, subject to compliance with the Waiver Condition (as defined in the Second Amendment) on or before May 29, 2015;

WHEREAS, the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent entered into that certain Third Amendment to Credit Agreement and Limited Consent dated as of May 28, 2015 (the “Third Amendment”), pursuant to which the Lenders party thereto agreed to extend the deadline to comply with the Waiver Condition to June 19, 2015;

WHEREAS, the Borrower has requested that the Lenders consent to extend the deadline to comply with the Waiver Condition to July 10, 2015; and

WHEREAS, said parties are willing to so amend the Credit Agreement and consent to such extension subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Guarantors, the Lenders and the Administrative Agent agree as follows:

1.                                      Defined Terms.  Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

2.                                      Amendment to Credit Agreement.  Section 9.02 of the Credit Agreement is hereby amended to restate subsection (c) thereof in its entirety as follows:

“(c)                            accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not more than (i) 180 days past the date of invoice with respect to any day on or prior to July 10, 2015 or (ii) 90 days past the date of invoice with respect to any day after July 10, 2015 or, in each case, which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;”

3.                                      Limited Consent.  Notwithstanding Section 3 of the Third Amendment to the contrary, the undersigned Lenders hereby consent to extend the deadline to comply with the Waiver Condition to July 10, 2015.  Notwithstanding anything to the contrary set forth in the Credit Agreement or any other Loan Document, the Borrower acknowledges and agrees that its failure to comply with the Waiver Condition on or before the close of business on July 10, 2015 shall constitute an immediate Event of Default under the Credit Agreement.

4.                                      Ratification.  Each of the Borrower and the Guarantors hereby ratifies all of its respective obligations under the Credit Agreement and each of the Loan Documents to which it is a party, and agrees and acknowledges that the Credit Agreement and each of the Loan Documents to which it is a party are and shall continue to be in full force and effect as modified by this Amendment.  Except as provided herein, nothing in this Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement of any of the Lenders or the Administrative Agent created by or contained in any of such documents nor is the Borrower nor any Guarantor released from any covenant, warranty or obligation created by or contained herein or therein.

5.                                      Representations and Warranties.  The Borrower and Guarantors hereby represent and warrant to the Administrative Agent and the Lenders that (a) this Amendment has been duly executed and delivered on behalf of the Borrower and Guarantors, (b) this Amendment constitutes a valid and legally binding agreement enforceable against the Borrower and Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (c) the representations and warranties contained in the Credit Agreement and the Loan Documents are true and correct on and as of the date hereof in all material respects as though made as of the date hereof (except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (d) after giving effect to this Amendment, no Default or Event of Default exists under the Credit Agreement or under any Loan Document as of the Effective Date and (e) the execution, delivery and performance of this Amendment has been duly authorized by the Borrower and Guarantors.

2

6.                                      Conditions to Effectiveness.  This Amendment shall be effective on the Effective Date upon satisfaction of the following conditions:

(a)                                 receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors and the Majority Lenders;

(b)                                 payment to the Administrative Agent for the benefit of each Lender executing this Amendment by 3:00 p.m., Houston, Texas time, on June 18, 2015, of an amendment and waiver fee equal to 0.10% of each such Lender’s Commitment; and

(c)                                  evidence satisfactory to the Administrative Agent of (i) the closing of the transactions contemplated by that certain Purchase and Sale Agreement dated as of May 22, 2015, between Triad Hunter, LLC, as seller, and Antero Resources Corporation, as purchaser, in accordance with the terms thereof and (ii) the receipt by Triad Hunter, LLC of at least $30,000,000 of net cash proceeds in connection with such closing.

7.                                      Counterparts.  This Amendment may be signed in any number of counterparts, which may be delivered in original, electronic or facsimile form each of which shall be construed as an original, but all of which together shall constitute one and the same instrument.

8.                                      Governing Law.  This Amendment, all Notes, the other Loan Documents and all other documents executed in connection herewith shall be deemed to be contracts and agreements under the laws of the State of New York and of the United States of America and for all purposes shall be construed in accordance with, and governed by, the laws of New York and of the United States.

9.                                      Final Agreement of the Parties.  Any previous agreement among the parties with respect to the subject matter hereof is superseded by the Credit Agreement, as modified by this Amendment.  Nothing in this Amendment, express or implied, is intended to confer upon any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Amendment.

10.                               Amendment is a Loan Document; References to Credit Agreement.  This Amendment is a Loan Document, as defined in the Credit Agreement.  All references in the Credit Agreement to “this Agreement” shall mean the Credit Agreement as modified by this Amendment.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the Effective Date.

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent

Signature Page to Fourth Amendment and Limited Consent