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):

July 16, 2015 (July 10, 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

On and effective as of July 10, 2015, Magnum Hunter Resources Corporation (“Magnum Hunter” or the “Company”) entered into a Fifth Amendment to Credit Agreement and Limited Waiver (the “Fifth Amendment”) by and among Magnum Hunter, as borrower, Bank of Montreal, as administrative agent, and the several lenders and guarantors party thereto.  The Fifth 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, (i) permanently eliminate the Company’s obligation under the First Lien Credit Agreement to raise $65 million in net cash proceeds from certain specified transactions; and (ii) 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 the earlier of (a) December 31, 2015 or (b) the date that is ten business days following the date on which the Company consummates the sale of all or substantially all of the Company’s equity ownership interest in Eureka Hunter Holdings, LLC (the date of such sale, the “Trigger Date”), after which earlier date the restriction will revert back to 90 days.

In addition, the Fifth Amendment includes a waiver of compliance by the Company with the current ratio and total secured net debt to EBITDAX (as defined in the First Lien Credit Agreement) ratio covenants under the First Lien Credit Agreement for the fiscal quarter ended June 30, 2015 and for each fiscal quarter ending thereafter until the earlier of (i) the fiscal quarter ending December 31, 2015 or (ii) the fiscal quarter in which the Trigger Date occurs, at which time the waiver of these financial covenants will no longer be in effect commencing with the earlier of the fiscal quarters referred to in clauses (i) and (ii) of this sentence.  Upon expiration of the waiver of these financial covenants, the Company will be required to maintain (i) a current ratio of not less than 1.0 to 1.0 for the fiscal quarter during which the waiver expired and each fiscal quarter ending thereafter and (ii) a total secured net debt to EBITDAX ratio of not more than (a) 2.50 to 1.0 for the fiscal quarters ending September 30, 2015 (if the Trigger Date occurs during such fiscal quarter) and December 31, 2015 and (b) 2.00 to 1.0 for the fiscal quarter ending March 31, 2016 and for each fiscal quarter ending thereafter.

Bank of Montreal is the administrative agent and lead lender under the First Lien Credit Agreement.

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

Magnum Hunter previously disclosed its entry into the First Lien Credit Agreement and the amendments to the First Lien Credit Agreement that preceded the Fifth Amendment, which amendments consist of the First Amendment to Credit Agreement and Limited Waiver dated February 24, 2015, the Second Amendment to Credit Agreement and Limited Waiver dated April 17, 2015, the Third Amendment to Credit Agreement and Limited Consent dated May 28, 2015 and the Fourth Amendment to Credit Agreement and Limited Consent dated June 19, 2015, and filed copies thereof with the Securities and Exchange Commission (the “SEC”), in the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2014, the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 2, 2015 and the Company’s Current Reports on Form 8-K filed with the SEC on April 20, 2015, May 29, 2015 and June 24, 2015, respectively.

Magnum Hunter previously disclosed that it had determined to pursue the sale by the Company of 100% of its current equity ownership interest in Eureka Hunter Holdings, LLC in a Current Report on

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Form 8-K filed with the SEC on June 25, 2015.  In connection with this contemplated sale, the Company has appointed BMO Capital Markets Corp. as the Company’s M&A and financial advisor to assist in the negotiations with potential purchasers.

Item 2.03                                           Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01                                           Regulation FD Disclosure.

On July 8, 2015, Magnum Hunter issued a press release (the “Press Release”) announcing that Bank of Montreal, as administrative agent and a lender under the First Lien Credit Agreement, had committed to consent to the Fifth Amendment and to assume the interests under the First Lien Credit Agreement of each other member of the First Lien Credit Agreement’s lending syndicate that may not choose to consent to the Fifth Amendment.  A copy of the Press Release is attached to this Current Report on Form 8-K as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any of such information be deemed incorporated by reference into any registration statement or other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01                                           Financial Statements and Exhibits.

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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.

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EXHIBIT INDEX

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Exhibit 10.1

Execution copy

FIFTH AMENDMENT TO CREDIT AGREEMENT
AND LIMITED WAIVER

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”), effective as of the 10th day of July, 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, as such date was subsequently extended pursuant to that certain Third Amendment to Credit Agreement and Limited Consent dated as of May 28, 2015, and that certain Fourth Amendment to Credit Agreement and Limited Consent dated as of June 19, 2015;

WHEREAS, the Borrower has requested that the Lenders agree to waive compliance with the Waiver Condition;

WHEREAS, each Lender named on Schedule A attached hereto (each an “Exiting Lender” and collectively, the “Exiting Lenders”) no longer desires to be a Lender under the Credit Agreement and wishes to sell and assign its rights and obligations under the Credit Agreement and the other Loan Documents to the Lenders named on Schedule B attached hereto (each an “Increasing Lender” and collectively, the “Increasing Lenders”);

WHEREAS, each Increasing Lender desires to purchase and assume the Exiting Lenders’ rights and obligations under the Credit Agreement and the other Loan Documents to the extent set forth herein; and

WHEREAS, the Lenders are willing to so amend the Credit Agreement and agree to such waiver, in each case, 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.             Amendments to Credit Agreement.

(a)                                 Amendment to Section 1.02.

(i)            Section 1.02 of the Credit Agreement is hereby amended to restate the definition of “Adjusted Period” in its entirety as follows:

“Adjusted Period” means the period commencing on the First Amendment Effective Date and ending on the date on which the Borrower delivers (a) a certificate pursuant to Section 8.01(c) for any fiscal quarter for which the waiver of compliance set forth in subsections (a) and (b) of Section 9.01 is no longer in effect, demonstrating compliance with the covenants set forth in subsections (a), (b) and, to the extent then applicable, (c) of Section 9.01, in each case, for the fiscal quarter pursuant to which such certificate is delivered, and certifying that no Default has occurred and is continuing and (b) the financial statements for such fiscal quarter as required by Section 8.01(a) or Section 8.01(b), as applicable; provided that, for purposes of Section 9.05 only, the Adjusted Period shall end on the earlier of (i) the date referenced in clause (a) above or (ii) the date on which the Borrower delivers a certificate of a Financial Officer in form and substance reasonably satisfactory to the Administrative Agent delivered after the occurrence of the Trigger Date (A) certifying that no Default has occurred and is continuing and (B) setting forth reasonably detailed calculations demonstrating that the Current Ratio as of the last day of the calendar month most recently ended is equal to or greater than 1.0 to 1.0.

(ii)           Section 1.02 of the Credit Agreement is hereby amended to delete the definitions of “Liquidity Event” and “Pro Forma Compliance Certificate” in their entirety.

(iii)          Section 1.02 of the Credit Agreement is hereby amended to add the following new definition of “Trigger Date” in proper alphabetical order:

“Trigger Date” means the date on which the Borrower consummates the sale of all or substantially all of its Equity Interests in Eureka Hunter Holdings.

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(b)                                 Amendment to Section 9.01.  Section 9.01 of the Credit Agreement is hereby amended to add the following new sentence to the end of subsections (a) and (b) of said Section:

“Notwithstanding the foregoing, compliance with the foregoing covenant shall be waived for the fiscal quarter ended June 30, 2015 and for each fiscal quarter ending thereafter until the earlier of (i) the fiscal quarter ending December 31, 2015, or (ii) the fiscal quarter in which the Trigger Date occurs, at which time such waiver shall no longer be in effect commencing with the earlier of the fiscal quarters referred to in clauses (i) and (ii); provided that such waiver of compliance shall be disregarded for purposes of determining pro forma compliance with said covenant (giving effect to such prepayment and any prepayment penalty required in connection therewith) as a condition to voluntary prepayments in respect of the Second Lien Term Loans, in accordance with Section 9.20(a)(iii).”

(c)                                  Amendment to Section 9.02.  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 the earlier of (A) December 31, 2015 or (B) the date that is ten Business Days after the Trigger Date or (ii) 90 days past the date of invoice with respect to any day after the earlier of (A) December 31, 2015 or (B) the date that is ten Business Days after the Trigger Date 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;”

(d)                                 Amendment to Credit Agreement.  The Credit Agreement is hereby amended to delete Annex I thereto in its entirety and substitute in its place Annex I attached hereto.

3.             Limited Waiver.  Subject to the terms and conditions set forth in Section 6 herein, the Lenders party hereto hereby agree to a permanent waiver of compliance with the Waiver Condition.  The waiver granted in the immediately preceding sentence (the “Waiver”) is limited to a waiver of the Waiver Condition, and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be affected hereby.  The Waiver shall not in any manner create a course of dealing or otherwise impair the future ability of the Administrative Agent or the Lenders to declare a Default or Event of Default under or otherwise enforce the terms of the Credit Agreement or any other Loan Document, with respect to any matter other than those specifically and expressly waived in the Waiver.

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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.

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, the Increasing Lenders, such other Lenders that, when combined with the Increasing Lenders and after giving effect to the assignments set forth in Section 8 below, constitute the Majority Lenders, and the Exiting Lenders;

(b)                                 payment by the Borrower of the fees set forth in that certain letter dated as of July 3, 2015, between the Administrative Agent and the Borrower; and

(c)                                  receipt by the Administrative Agent of all amounts outstanding under the Credit Agreement in respect of each Exiting Lender.

7.             Post-Closing Covenant.  On or before the date that is fifteen (15) Business Days after the Effective Date, the Borrower shall provide evidence satisfactory to the Administrative Agent that the Borrower has entered into Swap Agreements in the form of purchased put options,

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swaps or purchased put portions of costless collars (a) with Approved Counterparties and (b) (i) in respect of crude oil (including natural gas liquids), with minimum monthly volumes from August 2015 to December 2015 of 75,000 bbl per month at a five month average price of $52.50 and (ii) in respect of natural gas, with minimum monthly volumes from August 2015 to December 2015 of 1,800 mmcf per month at a five month average price of $2.65.  The Borrower may request, and the Administrative Agent may at its sole discretion approve, a reasonably comparable modification to the foregoing covenant.

8.             Exiting Lenders.  Simultaneously with the effectiveness of this Amendment, each Exiting Lender shall be deemed to have, and does hereby sell and assign, without recourse, to the respective Increasing Lenders, and each Increasing Lender hereby purchases and assumes, without recourse, from the respective Exiting Lenders, all of the interests in such Exiting Lender’s rights and obligations under the Credit Agreement, including, without limitation, the Commitment of such Exiting Lender on the Effective Date and all of the Loans owing to such Exiting Lender that are outstanding on the Effective Date, together with all of the participations in Letters of Credit and LC Disbursements held by such Exiting Lender on the Effective Date, but excluding accrued interest and fees to but excluding the Effective Date, such that, after giving effect to this Amendment, (a) each Exiting Lender shall (i) be paid in full for all amounts owing to such Exiting Lender under the Credit Agreement, (ii) cease to be a Lender under the Credit Agreement and the other Loan Documents and, to the extent such Exiting Lender is named as a Syndication Agent, Co-Documentation Agent or any similar capacity under the Credit Agreement, such Exiting Lender shall cease to hold such title, and (iii) relinquish its rights (provided that it shall still be entitled to any rights that expressly survive termination of the Commitments in respect of any circumstance, event or condition arising prior to the Effective Date) and be released from its obligations under the Credit Agreement and the other Loan Documents and (b) the Maximum Credit Amount of each Increasing Lender shall be as set forth on Annex I to this Amendment.  No fees required under Section 12.04(b)(ii) of the Credit Agreement shall be due by or to any Person in connection with the foregoing assignments, all of which are waived by any party entitled thereto.  The Increasing Lenders and the Administrative Agent shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Effective Date among themselves.  Each Exiting Lender is executing this Amendment for the sole purpose of evidencing its agreement to this Section 8 only and for no other purpose.

9.             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.

10.          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.

11.          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

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party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Amendment.

12.          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]

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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 Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

Signature Page to Fifth Amendment and Limited Wavier

SCHEDULE A

EXITING LENDERS

Capital One, National Association

SunTrust Bank

Citibank, N.A.

Deutsche Bank AG New York Branch

Goldman Sachs Lending Partners LLC

Bank of America, N.A.

SCHEDULE B

INCREASING LENDERS

Bank of Montreal

ANNEX I

LIST OF MAXIMUM CREDIT AMOUNTS

Exhibit 99.1

Magnum Hunter Resources Announces

Commitment to Amend its Senior Secured

Revolving Credit Facility

IRVING, TX—(Marketwired — July 8, 2015) - Magnum Hunter Resources Corporation (NYSE: MHR) (NYSE MKT: MHR.PRC) (NYSE MKT: MHR.PRD) (NYSE MKT: MHR.PRE) (the “Company” or “Magnum Hunter”) announced today that it has received and accepted a firm commitment (the “Commitment”) from Bank of Montreal, which is the administrative agent and lead lender under the Company’s senior secured revolving credit facility (the “Facility”), to (i) consent to certain amendments and waivers with respect to the Facility (the “Amendments”) and (ii) assume the interests under the Facility of each other current member of the Facility’s lending syndicate that may not choose to consent to the Amendments contemplated by the new Commitment.

The Amendments will, among other things, permanently eliminate the Company’s obligation under the Facility to raise $65 million in net cash proceeds from certain specified transactions by July 10, 2015.  As of the date of the Commitment, the Company had raised an aggregate of approximately $55.6 million in net cash proceeds from certain of these specified transactions in connection with this obligation, to which the Company will no longer be subject following the effective date of the Amendments. In addition, the Amendments will include waivers of compliance by the Company with the current ratio and total secured net debt to EBITDAX ratio covenants currently existing under the Facility until the earlier of (i) the fiscal quarter ending December 31, 2015 or (ii) the fiscal quarter during which the Company closes on the sale of all or substantially all of the Company’s equity ownership interest in Eureka Hunter Holdings, LLC (“Eureka Hunter”).  The Company previously announced its intention to pursue the sale of 100% of its equity ownership interest in Eureka Hunter pursuant to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 25, 2015.  Based upon current market conditions, the Company believes that a sale of all of its equity interest in Eureka Hunter could generate up to approximately $600 - $700 million in gross cash proceeds to Magnum Hunter.

The Commitment of Bank of Montreal and the Amendments contemplated thereby are subject to the satisfaction of certain customary conditions, including, with respect to the Amendments, the requisite consent of the other lenders under the Facility. Pursuant to the terms and conditions of the Commitment, Bank of Montreal has agreed to assume 100% of the other bank commitments under the Facility of each other current lender that may choose to cease being a lender under the Facility in connection with the Amendments outlined herein.

Magnum Hunter expects to close on the Amendments contemplated by the Commitment on or before July 10, 2015.

Management Comments

Mr. Gary C. Evans, Chairman of the Board and Chief Executive Officer of Magnum Hunter, commented, “This new amendment under our existing senior bank loan facility provides Magnum Hunter the freedom and flexibility to continue down the liquidity enhancing path we have been on all year without minimum short-term mandated requirements.  We believe the actions we are currently undertaking will significantly enhance our balance sheet and improve our liquidity position which will allow us to continue exploiting our vast Appalachian lease acreage position later this year.”

About Magnum Hunter Resources Corporation

Magnum Hunter Resources Corporation and subsidiaries are a Dallas, Texas based independent exploration and production company engaged in the acquisition, development and production of crude oil, natural gas and natural gas liquids, primarily in the states of West Virginia and Ohio. The Company is presently active in two of the most prolific unconventional shale resource plays in North America, the Marcellus Shale and Utica Shale located in Northwest West Virginia and Southeast Ohio.

Availability of Information on the Company’s Website

Magnum Hunter is providing a reminder that it makes available on its website (at www.magnumhunterresources.com) a variety of information for investors, analysts and the media, including the following:

·                  annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after the material is electronically filed with or furnished to the Securities and Exchange Commission;

·                  the most recent version of the Company’s Investor Presentation slide deck;

·                  announcements of conference calls, webcasts, investor conferences, speeches and other events at which Company executives may discuss the Company and its business and archives or transcripts of such events;

·                  press releases regarding annual and quarterly earnings, operational developments, legal developments and other matters; and

·                  corporate governance information, including the Company’s corporate governance guidelines, committee charters, code of conduct and other governance-related matters.

Magnum Hunter’s goal is to maintain its website as the authoritative portal through which visitors can easily access current information about the Company.  Over time, the Company intends for its website to become a primary channel for public dissemination of important information about the Company.  Investors, analysts, media and other interested persons are encouraged to visit the Company’s website frequently.

Certain information included on the Company’s website constitutes forward-looking statements and is subject to the qualifications under the heading “Forward-Looking Statements” below and in the Company’s Investor Presentation slide deck.

Forward-Looking Statements

This press release includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although Magnum Hunter believes that the expectations reflected in the forward-looking statements are reasonable, Magnum Hunter 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, and other factors as discussed in filings made by Magnum Hunter with the Securities and Exchange Commission (SEC). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports filed by Magnum Hunter with the SEC, including Magnum Hunter’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. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” Forward-looking statements speak only as of the date of the document in which they are contained, and Magnum Hunter does not undertake any duty to update any forward-looking statements except as may be required by law.   Furthermore, the Company cannot provide assurance as to whether or when it will be able to consummate the sale of the Company’s equity ownership interest in Eureka Hunter or other liquidity enhancing transactions, or, if any such transactions are consummated, whether they will be on the terms contemplated or will provide the Company with sufficient liquidity to meet its cash flow needs or maintain compliance with the financial and other covenants in the Company’s debt agreements.

Contact:

Mark Schuck

AVP Financial Planning and Investor Relations

ir@magnumhunterresources.com

469-444-1643