Exhibit 10.1

EXECUTION VERSION

MAGNUM HUNTER RESOURCES CORP.

FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

THIS FIRST AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), which shall be effective on the first date that this Amendment is has been executed by the Required Amendment Parties (as defined herein), is made by and among all of the following: (i) each of the Debtors; (ii) Second Lien Backstoppers holding 50.1% or more of the Second Lien Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under the Restructuring Support Agreement (the “Majority Second Lien Backstoppers”); and (iii) Noteholder Backstoppers holding 50.1% or more of the Noteholder Backstoppers’ aggregate DIP Financing commitment or their transferees pursuant to a valid transfer under the Restructuring Support Agreement (the “Majority Noteholder Backstoppers,” and, together with the Debtors and the Majority Second Lien Backstoppers, the “Required Amendment Parties”), and amends that certain Restructuring Support Agreement, dated as of December 15, 2015, by and among the Debtors and the Restructuring Support Parties (the “Restructuring Support Agreement”).  Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Restructuring Support Agreement.

RECITALS

WHEREAS, the Required Amendment Parties desire to amend the Restructuring Support Agreement to modify certain Milestones and approve and ratify the Amended Plan (as defined herein) as provided in this Amendment;

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

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

WHEREAS, since the Debtors filed their Joint Chapter 11 Plan of Reorganization of Magnum Hunter Resources Corporation and its Debtor Affiliates [Docket No. 212] in their Chapter 11 Cases, the Debtors, the Required Amendment Parties, and the official committee of unsecured creditors appointed in the Chapter 11 Cases (the “Committee”) have engaged in good-faith arms-length negotiations regarding the terms of the Amended Plan;

WHEREAS, the Debtors, the Required Amendment Parties, and the Committee have reached an agreement regarding the terms of the Amended Plan, as memorialized therein;

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

AMENDMENT

1.             Amendments to the Restructuring Support Agreement.

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

(i) no later than February 12, 2016, the Bankruptcy Court shall have entered the RSA Assumption Order; (ii) no later than February 26, 2016, the Bankruptcy Court shall have entered an order approving the Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion; and (iii) no later than February 29, 2016, the Debtors shall have commenced solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan;

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

no later than March 31, 2016, the Bankruptcy Court shall have commenced the Confirmation Hearing;

2.             Amended Plan.  The Required Amendment Parties hereby stipulate and agree that the First Amended Joint Chapter 11 Plan of Reorganization of Magnum Hunter Resources Corporation and its Debtor Affiliates (the “Amended Plan”), substantially in the form attached hereto as Exhibit A, is in form and substance acceptable to the Noteholder Backstoppers and the Second Lien Backstoppers in accordance with the Restructuring Support Agreement.

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

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

2

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

[Signature pages follow.]

3

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

[Signature Page - First Amendment to Restructuring Support Agreement]

Exhibit A

Amended Plan

SOLICITATION VERSION

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

(1)         The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include:  Magnum Hunter Resources Corporation (9278); Alpha Hunter Drilling, LLC (7505); Bakken Hunter Canada, Inc. (7777); Bakken Hunter, LLC (3862); Energy Hunter Securities, Inc. (9725); Hunter Aviation, LLC (8600); Hunter Real Estate, LLC (8073); Magnum Hunter Marketing, LLC (2527); Magnum Hunter Production, Inc. (7062); Magnum Hunter Resources GP, LLC (5887); Magnum Hunter Resources, LP (5958); Magnum Hunter Services, LLC (5725); NGAS Gathering, LLC (2054); NGAS Hunter, LLC (3737); PRC Williston LLC (1736); Shale Hunter, LLC (1952); Triad Holdings, LLC (8947); Triad Hunter, LLC (5830); Viking International Resources Co., Inc. (0097); and Williston Hunter ND, LLC (3798).  The location of the Debtors’ service address is:  909 Lake Carolyn Parkway, Suite 600, Irving, Texas 75039.

TABLE OF CONTENTS

i

ii

iii

iv

INTRODUCTION

Magnum Hunter Resources Corporation and its debtor affiliates, as debtors and debtors in possession propose this joint plan of reorganization for the resolution of outstanding Claims against, and Interests in, the Debtors.  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in Article I.A hereof.  Holders of Claims and Interests should refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, and projections of future operations, as well as a summary and description of the Plan.  The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.  The Committee Supports the Plan.

ALL HOLDERS OF CLAIMS AND INTERESTS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE I.
DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME, AND GOVERNING LAW

A.                                    Defined Terms

As used in the Plan, capitalized terms have the meanings set forth below.

1.                                      “Administrative Claim” means a Claim for costs and expenses of administration of the Debtors’ Estates pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including:  (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Allowed Professional Fee Claims; and (c) all Allowed requests for compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases pursuant to sections 503(b)(3), (4), and (5) of the Bankruptcy Code.

2.                                      “Administrative Claims Bar Date” means the deadline for Filing requests for payment of Administrative Claims (other than Professional Fee Claims) as set by the Court pursuant to the Administrative Claims Order or other Final Order.

3.                                      “Administrative Claims Order” means the order entered by the Court setting the Administrative Claims Bar Date [Docket No. 502].

4.                                      “Affiliate” shall have the meaning set forth in section 101(2) of the Bankruptcy Code.

5.                                      “Allowed” means with respect to any Claim, except as otherwise provided herein: (a) a Claim that is evidenced by a Proof of Claim or request for payment of an Administrative Claim Filed by the Claims Bar Date, Administrative Claims Bar Date, Final Administrative Claims Bar Date, Outside Rejection Damages Claim Deadline, or Governmental Bar Date, as applicable (or for which Claim under the Plan, the Bankruptcy Code, or pursuant to a Final Order a Proof of Claim is not or shall not be required to be Filed); (b) a Claim that is listed in the

Schedules as not contingent, not unliquidated, and not disputed, and for which no Proof of Claim, as applicable, has been timely Filed; or (c) a Claim Allowed pursuant to the Plan or a Final Order of the Court; provided that with respect to a Claim described in clauses (a) and (b) above, such Claim shall be considered Allowed only if and to the extent that with respect to such Claim no objection to the allowance thereof has been interposed within the applicable period of time fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or the Court, or such an objection is so interposed and the Claim, as applicable, shall have been Allowed by a Final Order.  Any Claim that has been or is hereafter listed in the Schedules as contingent, unliquidated, or disputed, and for which no Proof of Claim is or has been timely Filed, is not considered Allowed and shall be expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Court.  Notwithstanding anything to the contrary herein, no Claim of any Entity subject to section 502(d) of the Bankruptcy Code shall be deemed Allowed unless and until such Entity pays in full the amount that it owes such Debtor or Reorganized Debtor, as applicable.  For the avoidance of doubt, a Proof of Claim or request for payment of an Administrative Claim Filed after the Claims Bar Date, Administrative Claims Bar Date, Final Administrative Claims Bar Date, Outside Rejection Damages Claim Deadline, or Governmental Bar Date, as applicable, shall not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-filed Claim.  “Allow” and “Allowing” shall have correlative meanings.

6.                                      “Avoidance Actions” means any and all actual or potential Claims and Causes of Action to avoid a transfer of property or an obligation incurred by the Debtors arising under chapter 5 of the Bankruptcy Code, including sections 544, 545, 547, 548, 549, 550, 551, and 553(b) of the Bankruptcy Code.

7.                                      “Backstoppers” means, collectively, the Second Lien Backstoppers and the Noteholder Backstoppers.

8.                                      “Bankruptcy Code” means title 11 of the United States Code, as amended and in effect during the pendency of the Chapter 11 Cases.

9.                                      “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure, as applicable to the Chapter 11 Cases, promulgated under section 2075 of the Judicial Code and the general, local, and chambers rules of the Court other than the Local Rules.

10.                               “Bar Date Order” means the order entered by the Court setting the Claims Bar Date and the Governmental Bar Date [Docket No. 261].

11.                               “Bridge Facility Agent” means Cantor Fitzgerald Securities, as successor to Bank of Montreal, or any successor thereto, as loan administrator under the Bridge Financing Facility, solely in its capacity as such.

12.                               “Bridge Financing Facility” means the Fourth Amended and Restated Credit Agreement, dated as of October 22, 2014, by and among MHRC and the lenders and agents from time-to-time party thereto, as amended, including pursuant to the Sixth and Seventh Amendments dated as of November 3, 2015, and November 30, 2015, respectively.

2

13.                               “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

14.                               “Cash” means the legal tender of the United States of America or the equivalent thereof.

15.                               “Cash Recovery General Unsecured Claim” means all (a) Allowed General Unsecured Claims as to which the holders thereof have not timely and properly elected the Unsecured Creditor Equity Option and (b) Convenience Claims.

16.                               “Causes of Action” means any action, claim, cause of action, controversy, demand, right, action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law, or in equity or pursuant to any other theory of law.  For the avoidance of doubt, “Cause of Action” includes: (a) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity; (b) the right to object to Claims or Interests; (c) any Claim pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress, and usury; and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim.

17.                               “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, the case pending for that Debtor under chapter 11 of the Bankruptcy Code in the Court and (b) when used with reference to all of the Debtors, the procedurally consolidated and jointly administered chapter 11 cases pending for the Debtors in the Court.

18.                               “Chapter 11 Compensation Order” means the order (or, collectively, the orders, if applicable), if any, to be entered by the Court, as contemplated in the Restructuring Support Agreement and in accordance with the consent rights set forth therein, authorizing the Debtors to implement and perform according to the key employee retention plans and/or the key employee incentive plans approved pursuant to such order [Docket No.    ].

19.                               “CIT Facility” means that certain Master Loan and Security Agreement, dated as of January 23, 2014, as amended, restated, modified, supplemented or replaced from time to time prior to the Petition Date, between Alpha Hunter Drilling, LLC and CIT Finance LLC, as lender, including Schedule No. 1 thereunder (as amended, restated, modified, supplemented, or replaced from time to time prior to the Petition Date).

20.                               “CIT Secured Claims” means all Allowed Claims against Alpha Hunter Drilling, LLC arising on account of the CIT Facility, in the aggregate Allowed amount of $2,887,222.38.

21.                               “Claim” shall have the meaning set forth in section 101(5) of the Bankruptcy Code.

3

22.                               “Claims Bar Date” means the date established pursuant to the Bar Date Order by which Proofs of Claim, other than Administrative Claims and Claims held by Governmental Units, must be Filed.

23.                               “Claims Objection Deadline” means the deadline for objecting to a Claim, which shall be on the date that is the later of (a) 180 days after the Effective Date and (b) such other period of limitation as may be specifically fixed by the Debtors or the Reorganized Debtors, as applicable, or by an order of the Court for objecting to such Claims.

24.                               “Claims Register” means the official register of Claims against and Interests in the Debtors maintained by the Notice and Claims Agent.

25.                               “Class” means a category of holders of Claims or Interests as set forth in Article III hereof pursuant to section 1122(a) of the Bankruptcy Code.

26.                               “Committee” means the official committee of unsecured creditors appointed in the Chapter 11 Cases pursuant to section 1102(a) of the Bankruptcy Code.

27.                               “Common Stock” means MHRC’s authorized and issued and outstanding common stock as of the Effective Date.

28.                               “Confirmation” means the entry of the Confirmation Order on the docket of the Chapter 11 Cases.

29.                               “Confirmation Date” means the date upon which the Court enters the Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules 5003 and 9021.

30.                               “Confirmation Hearing” means the hearing held by the Court to consider Confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code.

31.                               “Confirmation Order” means a Final Order of the Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code, in form and substance satisfactory to the Debtors and Majority Backstoppers.

32.                               “Consummation” means the occurrence of the Effective Date.

33.                               “Contract Procedures Order” means the order entered by the Court authorizing and approving procedures for assumption or rejection of certain of the Debtors’ prepetition Executory Contracts and Unexpired Leases [Docket No. 667].

34.                               “Convenience Claim” means a General Unsecured Claim in an Allowed amount that is greater than $0 but less than or equal to $15,000.00.

35.                               “Court” means the United States Bankruptcy Court for the District of Delaware having jurisdiction over the Chapter 11 Cases, and, to the extent of the withdrawal of any reference under 28 U.S.C. § 157 and/or the General Order of the District Court pursuant to

4

section 151 of title 28 of the United States Code, the United States District Court for the District of Delaware.

36.                               “Creditor Claim Representative” means either the Reorganized Debtors or the Unsecured Creditor Distribution Trustee, as determined in accordance with Article VII.A hereof, or either such Entities’ designee.

37.                               “Creditor Claim Representative Expenses” means all reasonable and documented fees, costs, and expenses incurred by the Creditor Claim Representative after the Effective Date in connection with the Creditor Claim Representative’s performance of its duties as set forth in the Plan and the Unsecured Creditor Distribution Trust Agreement, including any reasonable and documented administrative fees and expenses, reasonable advisor’s fees and expenses, reasonable insurance fees, and reasonable escrow expenses.  Creditor Claim Representative Expenses shall be paid in accordance with Article VII.A.3 hereof.

38.                               “Cure Claim” means a monetary Claim based upon the Debtors’ defaults under any Executory Contract or Unexpired Lease at the time such contract or lease is assumed by the Debtors pursuant to section 365 of the Bankruptcy Code.

39.                               “Cure Notice” means a notice of a proposed amount to be paid on account of a Cure Claim in connection with an Executory Contract or Unexpired Lease to be assumed or assumed and assigned under the Plan pursuant to section 365 of the Bankruptcy Code, which notice shall include (a) procedures for objecting to proposed assumptions or assumptions and assignments of Executory Contracts and Unexpired Leases, (b) Cure Claims to be paid in connection therewith, and (c) procedures for resolution by the Court of any related disputes.

40.                               “D&O Liability Insurance Policies” means all unexpired directors’, managers’, and officers’ liability insurance policies (including any “tail policy”) of any of the Debtors with respect to directors, managers, officers, and employees of the Debtors.

41.                               “Debtors” means, collectively, the following:  Magnum Hunter Resources Corporation; Alpha Hunter Drilling, LLC; Bakken Hunter Canada, Inc.; Bakken Hunter, LLC; Energy Hunter Securities, Inc.; Hunter Aviation, LLC; Hunter Real Estate, LLC; Magnum Hunter Marketing, LLC; Magnum Hunter Production, Inc.; Magnum Hunter Resources GP, LLC; Magnum Hunter Resources, LP; Magnum Hunter Services, LLC; NGAS Gathering, LLC; NGAS Hunter, LLC; PRC Williston LLC; Shale Hunter, LLC; Triad Holdings, LLC; Triad Hunter, LLC; Viking International Resources Co., Inc.; and Williston Hunter ND, LLC.

42.                               “Definitive Documentation” shall include every order entered by the Court, and every pleading, motion, proposed order, or document filed by the Debtors at any point prior to the Termination Date including, without limitation:  (a) the Plan (and all exhibits thereto) and the Confirmation Order; (b) the Disclosure Statement; (c) the solicitation materials with respect to the Plan; (d) the Interim DIP and Cash Collateral Order and the Final DIP and Cash Collateral Order and DIP Credit Agreement; (e) the Exit Financing and the Exit Financing Documents; and (f) any documents or agreements in connection with the Reorganized Debtors, including any shareholders’ agreements, certificates of incorporation, etc.  Any document that is included within this definition of “Definitive Documentation,” including any amendment, supplement, or

5

modification thereof, shall be defined to be in form and substance satisfactory to the Majority Backstoppers.

43.                               “Description of Transaction Steps” means the description of the Restructuring Transactions as set forth in the Plan Supplement.

44.                               “DIP Backstop Fee” means 3% of the New Common Equity issued on the Effective Date, subject to dilution on account of the Management Incentive Plan, to be distributed Pro Rata to each Backstopper (based on each Backstopper’s commitments for the DIP Facility on the initial funding date under the DIP Credit Agreement) on the Effective Date.  The DIP Backstop Fee is an Allowed Administrative Claim.

45.                               “DIP Backstop Fee Claims” means the Allowed Administrative Claims held by each Backstopper arising under or related to the DIP Credit Agreement on account of the DIP Backstop Fee.

46.                               “DIP Credit Agreement” means that certain Debtor in Possession Credit Agreement, dated as of December 17, 2015, by and among MHRC, as borrower, each of the other Debtors as guarantors, each of the lenders from time to time party thereto, and the DIP Facility Agent.

47.                               “DIP Facility” means that certain $200 million senior secured multi-draw term loan credit facility provided pursuant to the DIP Credit Agreement.

48.                               “DIP Facility Agent” means Cantor Fitzgerald Securities, or any successor thereto, as administrative agent and collateral agent under the DIP Credit Agreement, solely in its capacity as such.

49.                               “DIP Facility Claims” means any Claim held by any of the DIP Facility Lenders or the DIP Facility Agent arising under or related to the DIP Credit Agreement or the Final DIP and Cash Collateral Order, including any Claim for principal, interest, and fees and expenses to the extent not otherwise satisfied pursuant to an Order of the Court, but excluding the DIP Backstop Fee.

50.                               “DIP Facility Lenders” means those certain lenders under the DIP Credit Agreement, solely in their capacity as such.

51.                               “DIP Loan Documents” means, collectively, the DIP Credit Agreement and other guarantee, security, and relevant documentation associated with the DIP Facility.

52.                               “DIP Recovery” means 28.8% of the New Common Equity issued on the Effective Date, subject to dilution on account of the Management Incentive Plan.

53.                               “DIP True-Up” means that certain New Common Equity distribution mechanism whereby, on each Equity Distribution Date (a) Reorganized MHRC shall issue and distribute to holders of Allowed DIP Claims, who shall share in such distribution Pro Rata with all holders of Allowed DIP Claims, additional New Common Equity in an amount of shares necessary to ensure that holders of Allowed DIP Claims shall continue to hold 28.8% of issued and

6

outstanding New Common Equity in the aggregate (subject to dilution on account of the Management Incentive Plan); and (b) Reorganized MHRC shall issue and distribute to holders of Allowed DIP Backstop Fee Claims, who shall share in such distribution Pro Rata with all holders of Allowed DIP Backstop Fee Claims, additional New Common Equity in an amount of shares necessary to ensure that that holders of Allowed DIP Backstop Fee Claims shall continue to hold 3.0% of issued and outstanding New Common Equity in the aggregate (subject to dilution on account of the Management Incentive Plan).

54.                               “Disallowed” means, with respect to any Claim, or any portion thereof, that such Claim, or any portion thereof, is not Allowed.

55.                               “Disclosure Statement” means the Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Reorganization of Magnum  Hunter Resources Corporation and its Debtor Affiliates, dated as of February 25, 2016, as may be amended, supplemented, or modified from time to time, including all exhibits and schedules thereto and references therein that relate to the Plan, in form and substance satisfactory to the Debtors and Majority Backstoppers, that is prepared and distributed in accordance with the Bankruptcy Code, the Bankruptcy Rules, and any other applicable law [Docket No.     ].

56.                               “Disputed” means, with respect to any Claim, a Claim that is not yet Allowed.

57.                               “Distribution Record Date” means the record date for purposes of making distributions under the Plan on account of Allowed Claims, which date shall be the Confirmation Date or such other date as designated in an order of the Court.

58.                               “DTC” means Depository Trust Company.

59.                               “Effective Date” means, with respect to the Plan, the date that is a Business Day selected by the Debtors with the consent of the Majority Backstoppers on which:  (a) no stay of the Confirmation Order is in effect; (b) all conditions precedent specified in Article IX.B have been satisfied or waived (in accordance with Article IX.C); and (c) the Plan is declared effective.

60.                               “EHH” means Eureka Hunter Holdings, LLC.

61.                               “EHP” means Eureka Hunter Pipeline, LLC.

62.                               “Entity” shall have the meaning set forth in section 101(15) of the Bankruptcy Code.

63.                               “Equipment and Other Note Claims” means each of the Wesbanco Secured Claims, CIT Secured Claims, Piaggio Secured Claims, and the Office Building Claims.

64.                               “Equity Distribution Date” means, unless otherwise ordered by the Court, each date after the Effective Date upon which the Reorganized Debtors shall issue and/or distribute New Common Equity (a) comprising the Unsecured Creditor Equity to holders of Allowed Equity Election General Unsecured Claims, (b) to holders of DIP Claims and DIP Backstop Fee Claims in accordance with the DIP True-Up, and (c) to holders of Second Lien Claims in accordance with the Second Lien True-Up.  The first Equity Distribution Date shall be the date

7

that is the earlier of (i) the date that the total aggregate Allowed amount of Equity Election General Unsecured Claims reaches $25,000,000.00; or (ii) the date that is the last calendar day of the sixth month following the Effective Date.  Each subsequent Equity Distribution Date shall be the last calendar day of the third month following the previous Equity Distribution Date, until the reconciliation of all Equity Election General Unsecured Claims is complete, which day (or as soon thereafter as reasonable practicable) shall be the final Equity Distribution Date notwithstanding the fact that three months have not elapsed since the previous Equity Distribution Date.

65.                               “Equity Election General Unsecured Claim” means a General Unsecured Claim as to which a holder thereof has timely and properly elected the Unsecured Creditor Equity Option.  A holder of a General Unsecured Claim may choose the Unsecured Creditor Equity Option on its ballot when voting to accept or reject the Plan or on an equity election form provided by the Debtors or Reorganized Debtors to such holder pursuant to the order approving the Disclosure Statement, or if such holder’s General Unsecured Claims arises from the rejection of an Executory Contact or Unexpired Lease, on its applicable Proof of Claim Form.

66.                               “Estate” means, as to each Debtor, the estate created for the Debtor in its Chapter 11 Case pursuant to section 541 of the Bankruptcy Code.

67.                               “Eureka Employee Transfer” means the transfer, to occur on or after the Effective Date, of certain employees currently employed by the Debtor Magnum Hunter Services, LLC, but who provide services solely to the Eureka Entities, to an Affiliate of EHH (that is not a Debtor), in accordance with agreements between and among such entities (it being understood that no agreement regarding the Eureka Employee Transfer shall constitute a waiver of any Claims or Causes of Action, except to the extent set forth in any such agreement, between and among the Debtors and the Eureka Entities).

68.                               “Eureka Entities” means, EHH, EHP, Eureka Hunter Land, LLC, TransTex Hunter, LLC, and any other subsidiary of EHH.

69.                               “Exculpated Party” means each of the following solely in its capacity as such:  (a) the Debtors; (b) the Reorganized Debtors; (c) the Backstoppers (in all of their various capacities in the Chapter 11 Cases); (d) the Indenture Trustee; (e) the Bridge Facility Agent; (f) the DIP Facility Agent; (g) the DIP Facility Lenders; (h) the Exit Financing Agent; (i) the Exit Financing Lenders; (j) the Committee and each of its members, solely in their respective capacity as such; (k) the Second Lien Agent; (l) the Unsecured Creditor Distribution Trustee; and (m) with respect to each of the foregoing Entities in clauses (a) through (l), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective current and former equity holders, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each solely in their capacity as such.

8

70.                               “Executory Contract” means a contract or lease to which one or more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

71.                               “Exit Financing” means a new credit facility or credit facilities in the aggregate committed amount, on terms and conditions (including amount), and with lenders, satisfactory to Majority Backstoppers and the Debtors.

72.                               “Exit Financing Agent” means the administrative agent and collateral agent under the Exit Financing, or any successor thereto, solely in its capacity as such.

73.                               “Exit Financing Documents” means the Exit Financing credit facility and any other guarantee, security, and relevant documentation with respect to the Exit Financing.

74.                               “Exit Financing Lender” means each lender under the Exit Financing, solely in its capacity as such.

75.                               “Federal Judgment Rate” means the federal judgment rate in effect as of the Petition Date, compounded annually.

76.                               “File,” “Filed,” or “Filing” means file, filed, or filing in the Chapter 11 Cases with the Court or, with respect to the filing of a Proof of Claim or proof of Interest, the Notice and Claims Agent.

77.                               “Final Administrative Claims Bar Date” means the deadline for Filing requests for payment of Administrative Claims, which: (a) with respect to Administrative Claims, other than Professional Fee Claims, arising in the time period between the Administrative Claims Bar Date and the Effective Date, shall be 30 days after the Effective Date; and (b) with respect to Professional Fee Claims, shall be 45 days from the Effective Date.

78.                               “Final DIP and Cash Collateral Order” means the Final Order entered by the Court authorizing the Debtors to (a) obtain postpetition secured financing pursuant to the DIP Credit Agreement, (b) use cash collateral during the pendency of the Chapter 11 Cases, and (c) granting certain related relief [Docket No. 264].

79.                               “Final Order” means (i) an order or judgment of the Court, as entered on the docket in any Chapter 11 Case (or any related adversary proceeding or contested matter) or the docket of any other court of competent jurisdiction, or (ii) an order or judgment of any other court having jurisdiction over any appeal from (or petition seeking certiorari or other review of) any order or judgment entered by the Court (or any other court of competent jurisdiction, including in an appeal taken) in the Chapter 11 Cases (or in any related adversary proceeding or contested matter), in each case that has not been reversed, stayed, modified, or amended, and as to which the time to appeal, or seek certiorari or move for a new trial, reargument, or rehearing has expired according to applicable law and no appeal or petition for certiorari or other proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be timely Filed has been withdrawn or resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or the new trial, reargument, or rehearing shall have been

9

denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice; provided, however, that the possibility a motion under Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the Bankruptcy Rules or the Local Rules, may be filed relating to such order shall not prevent such order from being a Final Order.

80.                               “General Unsecured Claim” means any Unsecured Claim against any Debtor (including, for the avoidance of doubt, any Claim arising from the rejection of an Executory Contract or Unexpired Lease and Claims held by any of the Eureka Entities against any of the Debtors) that is not otherwise paid in full during the Chapter 11 Cases pursuant to an order of the Court, other than an Administrative Claim, a Professional Fee Claim, a Priority Tax Claim, an Other Priority Claim, a Note Claim, a Section 510(b) Claim, or an Intercompany Claim.  For the avoidance of doubt, General Unsecured Claims shall not include any Claim, including any deficiency Claim, arising under or related to the Second Lien Credit Agreement.

81.                               “Governmental Unit” shall have the meaning set forth in section 101(27) of the Bankruptcy Code.

82.                               “Governmental Bar Date” means the date established pursuant to the Bar Date Order by which Proofs of Claim of Governmental Units must be Filed.

83.                               “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or Interests that is not Unimpaired.

84.                               “Indemnification Obligations” means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment contracts, for the current and former directors and the officers of the Debtors; provided however that the Indemnification Obligations shall not include any indemnification obligations arising under the D&O Liability Insurance Policies.

85.                               “Indenture” means that certain Indenture, dated as of May 16, 2012, as amended, restated, modified, supplemented, or replaced from time to time, for the 9.750% Senior Notes Due 2020, among MHRC, each of the guarantors party thereto, the Indenture Trustee, and Citibank, N.A., as paying agent, registrar, and authenticating agent.

86.                               “Indenture Trustee” means Wilmington Trust, National Association, or any successor thereto, as trustee under the Indenture.

87.                               “Indenture Trustee Charging Lien” means any Lien or other priority in payment to which the Indenture Trustee is entitled, pursuant to the Indenture, against distributions to be made to holders of Note Claims for payment of any Indenture Trustee Fees.

88.                               “Indenture Trustee Fees” means the reasonable and documented compensation, fees, expenses, disbursements, and claims for indemnity, subrogation, and contribution including, without limitation, attorneys’ fees, financial advisors’ fees, and agents’ fees, expenses and disbursements, incurred by or owed to the Indenture Trustee, whether prior to or after the

10

Petition Date, and whether prior to or after the consummation of the Plan, in each case under the Indenture.

89.                               “Insider” has the meaning set forth in section 101(31) of the Bankruptcy Code.

90.                               “Intercompany Claim” means any Claim held by one Debtor or a Non-Debtor Subsidiary against another Debtor; provided that Claims held by any of the Eureka Entities against any of the Debtors shall not be considered Intercompany Claims.

91.                               “Intercompany Interest” means, other than an Interest in MHRC, an Interest in one Debtor or Non-Debtor Subsidiary held by another Debtor; provided that any Interests held by any of the Debtors in any of the Eureka Entities shall not be considered Intercompany Interests.

92.                               “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of October 22, 2014 and as amended from time to time prior to the date hereof, by and among MHRC, certain grantors, Cantor Fitzgerald Securities, as senior representative (and successor to Bank of Montreal), and Credit Suisse AG, Cayman Islands Branch, as second priority representative.

93.                               “Interests” means the common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profits interests of any Debtor, including, without limitation, the Preferred Stock, and the Common Stock, and options, warrants, rights, or other securities or agreements to acquire the common stock, preferred stock, limited liability company interests, or other equity, ownership, or profits interests of any Debtor (whether or not arising under or in connection with any employment agreement), including any Claim against the Debtors that is subject to subordination pursuant to section 510(b) of the Bankruptcy Code arising from or related to any of the foregoing, provided, however, that the term “Interests” shall not include the Intercompany Interests.

94.                               “Interim Compensation Order” means the order entered by the Court establishing procedures for the compensation of Professionals [Docket No. 410].

95.                               “Interim DIP and Cash Collateral Order” means the interim order entered by the Court authorizing the Debtors, on an interim basis, to (a) obtain postpetition secured financing pursuant to the DIP Credit Agreement, (b) use cash collateral during the pendency of the Chapter 11 Cases, and (c) granting certain related relief [Docket No. 75].

96.                               “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1—4001.

97.                               “Lien” shall have the meaning set forth in section 101(37) of the Bankruptcy Code.

98.                               “Local Rules” means the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware.

99.                               “Majority Backstoppers” means, together, the Majority Noteholder Backstoppers and the Majority Second Lien Backstoppers.

11

100.                        “Majority Noteholder Backstoppers” means Noteholder Backstoppers holding, in aggregate, 50.1% or more of the Noteholder Backstoppers’ aggregate commitment under the DIP Credit Agreement.

101.                        “Majority Second Lien Backstoppers” means Second Lien Backstoppers holding, in aggregate, 50.1% or more of the Second Lien Backstoppers’ aggregate commitment under the DIP Credit Agreement.

102.                        “Management Incentive Plan” means that certain post-Effective Date management and New MHRC Board equity incentive plan.

103.                        “Material Adverse Change” means any change, effect, fact, event, occurrence, condition, circumstance or development after the Petition Date, that, individually or in the aggregate, (a) is, or is reasonably likely to have, a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties, contingent liabilities, or material agreements or prospects of the Debtors, taken as a whole, since June 30, 2015 or (b) would reasonably be expected to prevent or materially restrict or delay the ability of the Debtors to perform their respective material obligations under the DIP Loan Documents, in each case other than any change, effect, fact, event, occurrence, condition, circumstance or development resulting from (i) the effect of any change in the United States or foreign economies or securities, commodities or financial markets; (ii) the effect of any change arising in connection with hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway; (iii) the effect of any action taken by Backstoppers or their Affiliates with respect to the DIP Facility or with respect to the Debtors (including through such persons’ participation in the Chapter 11 Cases); (iv) the effect of any changes in applicable laws or accounting rules; and (v) any effect resulting from the filing or public announcement of the Chapter 11 Cases.

104.                        “MHRC” means Magnum Hunter Resources Corporation, a Delaware corporation, the ultimate parent of each of the Debtors and the predecessor to Reorganized MHRC.

105.                        “New Boards” means the initial board of directors, members, or managers, as applicable, of each Reorganized Debtor, including the New MHRC Board.

106.                        “New Common Equity” means the common stock or limited liability company interests, as applicable, of Reorganized MHRC to be issued pursuant to the Plan on the Effective Date, which, initially, shall not be listed on a national exchange.

107.                        “New MHRC Board” means Reorganized MHRC’s initial board of directors, as determined pursuant to Article IV.H.

108.                        “New Organizational Documents” means the form of the certificates or articles of incorporation, bylaws, or such other applicable formation documents of each of the Reorganized Debtors, including the New Shareholders’ Agreement, which forms shall be included in the Plan Supplement, in each case in form and substance satisfactory to the Debtors and Majority Backstoppers.

12

109.                        “New Shareholders’ Agreement” means that shareholders’ agreement that will govern certain matters related to the governance of Reorganized MHRC, a draft of which shall be included in the Plan Supplement and which shall be in form and substance satisfactory to the Debtors and the Majority Backstoppers.

110.                        “NHIP” means North Haven Infrastructure Partners II Buffalo Holdings LLC (f/k/a MSIP II Buffalo Holdings LLC), MHRC’s joint venture partner in EHH.

111.                        “Non-Debtor Subsidiaries” means all of MHRC’s wholly and not-wholly owned subsidiaries who are not Debtors in these Chapter 11 Cases, including:  (a) Arkoma Gathering, LLC; (b) Eureka Hunter Holdings, LLC; (c) Eureka Hunter Pipeline, LLC; (d) Eureka Hunter Land, LLC; (e) TransTex Hunter, LLC; (f) Magnum Hunter Midstream, LLC; (g) MHR Acquisition Company I, LLC; (h) MHR Acquisition Company II, LLC; (i) MHR Acquisition Company III, LLC; (j) NSE Hunter, LLC; (k) Outback Shale Hunter Pty Ltd; (l) Sentra Corporation; (m) Triad Hunter Gathering, LLC; (n) VIRCO Pipeline of Ohio, LLC; (o) VIRCO Pipeline of West Virginia, LLC; (p) 54NG, LLC; (q) Daugherty Petroleum N.D. Ventures, LLC; and (r) MHR Management, LLC.  For the avoidance of doubt, the Eureka Entities are not Debtors in these Chapter 11 Cases.

112.                        “Note Claims” means all claims against the Debtors arising on account of the Indenture and the Notes.

113.                        “Noteholder Backstoppers” means AmTrust Financial Services, Inc., CVC Capital Partners, Farmstead Capital Management LLC, Kayne Anderson Capital Advisors, L.P., Raging Capital Management LLC, River Birch Capital, LLC, Third Point LLC, Western Asset Management Co., Wingspan Investment Management, LP, and any party that is a valid transferee of a Note Claim from any such institution (or from any such valid transferee) under and in accordance with the Restructuring Support Agreement.

114.                        “Noteholder Recovery Equity” means 31.33% of the New Common Equity issued on the Effective Date and subject to (a) dilution on account of the Management Incentive Plan; (b) dilution on account of the New Common Equity comprising the Unsecured Creditor Equity and issued and distributed to holders of Allowed Equity Election General Unsecured Claims; (c) dilution on account of the New Common Equity issued and distributed to holders of Allowed DIP Claims and Allowed DIP Backstop Fee Claims on account of the DIP True-Up; and (d) dilution on account of the New Common Equity issued and distributed to holders of Allowed Second Lien Claims on account of the Second Lien True-Up.

115.                        “Noteholders” means holders of the Notes.

116.                        “Notes” means the senior notes issued pursuant to the Indenture.

117.                        “Notice and Claims Agent” means Prime Clerk LLC, the notice, claims, and solicitation agent retained by the Debtors in the Chapter 11 Cases pursuant to the order appointing Prime Clerk LLC as the notice and claims agent for the Debtors in their Chapter 11 Cases, entered by the Court on December 16, 2015 [Docket No. 62].

13

118.                        “Office Building Claims” means all claims against Magnum Hunter Production, Inc. arising on account of the Office Building Facility, in the aggregate Allowed amount of $3,622,038.54.

119.                        “Office Building Facility” means that certain Business Loan Agreement, dated as of February 17, 2010, as amended, restated, modified, supplemented or replaced from time to time, between Magnum Hunter Production, Inc., as successor to Daugherty Petroleum, Inc., and Traditional Bank, Inc., as lender.

120.                        “Ordinary Course Professionals” shall mean the various attorneys, accountants, auditors, and other professionals the Debtors employ in the ordinary course of their business and retained by the Debtors pursuant to, and who are subject to, the Ordinary Course Professionals Order.

121.                        “Ordinary Course Professionals Order” shall mean the order entered by the Court establishing the procedures for retaining and compensating the Ordinary Course Professionals [Docket No. 429].

122.                        “Other Priority Claim” means any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code, to the extent such claim has not already been paid during the Chapter 11 Cases.

123.                        “Other Secured Claim” means any Secured Claim other than the following:  (a) a DIP Facility Claim; (b) a Second Lien Claim; (c) an Equipment and Other Note Claim; or (d) a Priority Tax Claim.  For the avoidance of doubt, “Other Secured Claims” includes any Claim arising under, derived from, or based upon any letter of credit issued for the account of one or more Debtors, the reimbursement obligation for which is either secured by a Lien on collateral or is subject to a valid right of setoff pursuant to section 553 of the Bankruptcy Code.

124.                        “Outside Rejection Damages Claim Deadline” means the date that is one day before the Governmental Bar Date, or such other date as may be agreed to by the Reorganized Debtors and the Committee or the Unsecured Creditor Distribution Trustee (as applicable) or as may be ordered by the Court.

125.                        “Person” shall have the meaning set forth in section 101(41) of the Bankruptcy Code.

126.                        “Petition Date” means December 15, 2015, the date on which each of the Debtors Filed their voluntary petitions for relief commencing the Chapter 11 Cases.

127.                        “Piaggio Facility” means that certain Loan Agreement, dated as of December 14, 2011, as amended, restated, modified, supplemented or replaced from time to time, between MHRC and Capital One, National Association, as lender.

128.                        “Piaggio Secured Claims” means all Claims against MHRC arising on account of the Piaggio Facility, in the aggregate Allowed amount of $2,568,824.83.

14

129.                        “Plan” means this chapter 11 plan, as it may be altered, amended, modified, or supplemented from time to time in accordance with the Restructuring Support Agreement and the terms hereof, including the Plan Supplement and all exhibits, supplements, appendices, and schedules to the Plan, in all cases in form and substance satisfactory to the Debtors and the Majority Backstoppers.

130.                        “Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to the Plan, each of which shall be in form and substance reasonably acceptable to the Debtors, Majority Backstoppers, and/or their advisors (and with respect to the Description of Transaction Steps and the Unsecured Creditor Distribution Trust Agreement, reasonably acceptable to the Committee and/or its advisors) (as amended, supplemented, or modified from time to time in accordance with the terms hereof, the Bankruptcy Code, the Bankruptcy Rules, and the Restructuring Support Agreement), to be Filed by the Debtors no later than 10 Business Days before the Voting Deadline, and additional documents or amendments to previously Filed documents, Filed before the Confirmation Date as amendments to the Plan Supplement (which, for the avoidance of doubt, shall also be in form and substance reasonably acceptable to the Debtors, the Majority Backstoppers, and their advisors), including the following, as applicable:  (a) the New Organizational Documents; (b) the Exit Financing Documents (which, for the purposes of the Plan Supplement, may consist solely of a commitment letter, letter of intent, or other indication of interest); (c) the Schedule of Rejected Executory Contracts and Unexpired Leases; (d) the Schedule of Assumed Executory Contracts and Unexpired Leases; (e) a list of retained Causes of Action; (f) the New Shareholders’ Agreement; (g) a description of the Eureka Employee Transfer; (h) the Description of Transaction Steps; (i) the terms of the Samson Note; (j) Unsecured Creditor Distribution Trust Agreement; (k) the Debtors’ decision with regard to the treatment of Class 3 Claims to the extent they are Allowed on the Effective Date; and (l) any and all other documentation necessary to effectuate the Restructuring Transactions or that is contemplated by the Plan; provided, however that, to the extent the Exit Financing Documents (which, for the purposes of the Plan Supplement, may consist solely of a commitment letter, letter of intent, or other indication of interest) are not Filed 10 Business Days before the Voting Deadline such documents will be filed no later than the date of the Confirmation Hearing.  The Debtors shall have the right to amend the documents contained in, and exhibits to, the Plan Supplement through the Effective Date consistent with the Restructuring Support Agreement and with the consent of Majority Backstoppers (and with respect to the Description of Transaction Steps and the Unsecured Creditor Distribution Trust Agreement, reasonably acceptable to the Committee and/or its advisors).

131.                        “Preferred Stock” means all issuances of preferred stock issued by any of the Debtors, including (a) the 10.25% Series C Cumulative Perpetual Preferred Stock; (b) the 8.0% Series D Cumulative Preferred Stock; and (c) the 8.0% Series E Cumulative Convertible Preferred Stock.

132.                        “Priority Tax Claim” means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

133.                        “Pro Rata” means, unless indicated otherwise, the proportion that an Allowed Claim or Allowed Interest in a particular Class bears to the aggregate amount of Allowed Claims

15

or Allowed Interests in that respective Class, or the proportion that Allowed Claims or Allowed Interests in a particular Class bear to the aggregate amount of Allowed Claims or Allowed Interests in a particular Class and other Classes entitled to share in the same recovery as such Allowed Claim or Allowed Interests under the Plan.

134.                        “Professional” means an Entity employed pursuant to a Court order in accordance with sections 327 or 1103 of the Bankruptcy Code and to be compensated for services rendered before or on the Effective Date, pursuant to sections 327, 328, 329, 330, or 331 of the Bankruptcy Code.

135.                        “Professional Fee Claims” means all Administrative Claims for the compensation of Professionals and the reimbursement of expenses incurred by such Professionals through and including the Effective Date to the extent such fees and expenses have not been paid pursuant to the Interim Compensation Order or any other order of the Court.  To the extent the Court denies or reduces by a Final Order any amount of a Professional’s requested fees and expenses, then the amount by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee Claim.

136.                        “Professional Fee Escrow Account” means an interest-bearing account in an amount equal to the Professional Fee Reserve Amount and funded by the Debtors on the Effective Date, pursuant to Article II.B.

137.                        “Professional Fee Reserve Amount” means the total amount of Professional Fee Claims estimated, with the reasonable consent of the Majority Backstoppers (which consent will not be unreasonably withheld), in accordance with Article II.B.3.

138.                        “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the Chapter 11 Cases.

139.                        “Reinstated” or “Reinstatement” means, with respect to Claims and Interests, the treatment provided for in section 1124 of the Bankruptcy Code.

140.                        “Released Party” means each of the following solely in its capacity as such:  (a) the Debtors; (b) the Reorganized Debtors; (c) the Backstoppers; (d) the Indenture Trustee; (e) the Bridge Facility Agent; (f) the DIP Facility Agent; (g) the DIP Facility Lenders; (h) the Exit Financing Agent; (i) the Exit Financing Lenders; (j) the Committee and each of its members, solely in their respective capacity as such; (k) solely with respect to the releases by the Debtors, Reorganized Debtors, and their estates provided in Article VIII.E hereof, the Second Lien Agent; (l) the Unsecured Creditor Distribution Trustee; and (m) with respect to each of the foregoing parties under (a) through (l) (and with respect to (k), only to the extent set forth therein), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective current and former equity holders, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each solely in their capacity as such.

16

141.                        “Releasing Party” means each of the following solely in its capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) the Backstoppers; (d) the Indenture Trustee; (e) the Bridge Facility Agent; (f) the DIP Facility Agent; (g) the DIP Facility Lenders; (h) the Exit Financing Agent; (i) the Exit Financing Lenders; (j) all holders of Claims and Interests that are deemed to accept the Plan; (k) all holders of Claims and Interests who vote to accept the Plan; (l) all holders in voting Classes who abstain from voting on the plan and who do not opt out of the releases provided by the Plan; (m) each of the members of the Committee, solely in their respective capacity as such; (n) solely with respect to the release of the Debtors, Reorganized Debtors, and their estates provided in Article VIII.F hereof (and not with respect to any other Released Party), the Second Lien Agent; and (o) with respect to each of the foregoing parties under (a) through (n), such Entity and its current and former Affiliates, and such Entities’ and their current and former Affiliates’ current and former directors, managers, officers, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, and assigns, subsidiaries, and each of their respective current and former equity holders, officers, directors, managers, principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each solely in their capacity as such.

142.                        “Reorganized Debtors” means the Debtors, or any successors thereto, by merger, consolidation, or otherwise, on or after the Effective Date, including Reorganized MHRC.

143.                        “Reorganized MHRC” means (a) MHRC, (b) any successors thereto, by merger, consolidation, or otherwise, on and after the Effective Date, or (c) a new corporation, limited liability company, or other entity that may be formed or caused to be formed to, among other things, directly or indirectly acquire substantially all of the assets and/or equity interests of some or all of the Debtors and issue the New Common Equity.

144.                        “Restructuring Support Agreement” means that certain Magnum Hunter Resources Corp. Restructuring Support Agreement, dated December 15, 2015, by and among the Debtors and the Restructuring Support Parties, as amended pursuant to that certain First Amendment to Restructuring Support Agreement, dated February 25, 2016, and as may be further amended, modified, or supplemented, from time to time, in accordance with its terms and the order approving the Restructuring Agreement [Docket No. 503].  A copy of the Restructuring Support Agreement is attached as Exhibit B to the Disclosure Statement.

145.                        “Restructuring Support Parties” means each Entity, other than a Debtor, that is party to the Restructuring Support Agreement.

146.                        “Restructuring Transactions” shall have the meaning set forth in Article IV.A.

147.                        “Royalty and Working Interests” means the working interests granting the right to exploit oil and gas, and certain other royalty or mineral interests including but not limited to, landowner’s royalty interests, overriding royalty interests, net profit interests, non-participating royalty interests, production payments, and all rights to payment or production arising from such interests.

17

148.                        “Royalty Order” means the order entered by the Court authorizing the payment or application of funds attributable to mineral payments and working interest [Docket No. 253].

149.                        “Samson” means Samson Resources Company, including any of its subsidiaries and affiliates.

150.                        “Samson Claim” means any and all Claims, to the extent such Claims become Allowed, held or asserted by Samson against any of the Debtors, including, without limitation, all counterclaims asserted by Samson in that certain lawsuit captioned Bakken Hunter LLC v. Samson Resources Company, Case No. 4:15-cv-00088, filed in the United States District Court for the District of North Dakota, Northwestern Division [Docket No. 6], as well as any Claims arising under or relating to any agreements between Samson and any of the Debtors.

151.                        “Samson Note” means shall have the meaning ascribed to it in Article III.B.3.b.

152.                        “Schedule of Assumed Executory Contracts and Unexpired Leases” means the schedule of Executory Contracts and Unexpired Leases to be assumed by the Debtors pursuant to the Plan, as set forth in the Plan Supplement, as may be amended by the Debtors (with the consent of the Majority Backstoppers) from time to time prior to the Confirmation Date.

153.                        “Schedule of Rejected Executory Contracts and Unexpired Leases” means the schedule of Executory Contracts and Unexpired Leases to be rejected by the Debtors pursuant to the Plan, as set forth in the Plan Supplement, as may be amended by the Debtors (with the consent of the Majority Backstoppers) from time to time prior to the Confirmation Date.

154.                        “Schedules” means, collectively, the schedules of assets and liabilities, schedules of Executory Contracts and Unexpired Leases, and statements of financial affairs Filed by the Debtors pursuant to section 521 of the Bankruptcy Code and in substantial accordance with the Official Bankruptcy Forms, as the same may have been amended, modified, or supplemented from time to time.

155.                        “Second Lien Agent” means Credit Suisse AG, Cayman Islands Branch, or any successor thereto, as administrative agent and collateral agent under the Second Lien Credit Agreement, solely in its capacity as such.

156.                        “Second Lien Backstoppers” means Goldman Sachs Asset Management L.P., Highbridge Principal Strategies, LLC, Fifth Street Station, LLC, and any party that is a valid transferee of a Second Lien Claim from any such institution (or from any such valid transferee) under and in accordance with the Restructuring Support Agreement.

157.                        “Second Lien Claim” means any Claim against the Debtors arising on account of the Second Lien Credit Agreement.

158.                        “Second Lien Credit Agreement” means that certain Second Lien Credit Agreement, dated as of October 22, 2014, as amended, restated, modified, supplemented, or replaced from time to time prior to the Petition Date, by and among MHRC, as borrower, certain of the other Debtors, as guarantors, the Second Lien Agent, and the Second Lien Lenders.

18

159.                        “Second Lien Lenders” means the lenders party to the Second Lien Credit Agreement, solely in their capacity as such.

160.                        “Second Lien Recovery Equity” means 36.87% of the New Common Equity issued on the Effective Date and subject to (a) dilution on account of the Management Incentive Plan, (b) dilution on account of the New Common Equity comprising the Unsecured Creditor Equity and issued and distributed to the holders of Allowed Equity Election General Unsecured Claims, and (c) dilution on account of the New Common Equity issued and distributed to holders of Allowed DIP Claims and Allowed DIP Backstop Fee Claims on account of the DIP True-Up.

161.                        “Second Lien True-Up” means that certain New Common Equity distribution mechanism whereby, on each Equity Distribution Date, Reorganized MHRC shall issue and distribute to holders of Allowed Second Lien Claims, who shall share in such distribution Pro Rata, additional New Common Equity in an amount of shares necessary to ensure that the percentage of New Common Equity held by holders of Second Lien Claims, in the aggregate, shall exceed the percentage of New Common Equity held by holders of Note Claims, in the aggregate, by 5.54%.

162.                        “Section 510(b) Claim” means any Claim arising from (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors, (b) purchase or sale of such a security, or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

163.                        “Secured” means when referring to a Claim, a Claim:  (a) secured by a Lien on property in which the applicable Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable law or by reason of a Court order, or that is subject to setoff pursuant to section 553 of the Bankruptcy Code, to the extent of the value of the creditor’s interest in such Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code; or (b) otherwise Allowed pursuant to the Plan as a Secured Claim.

164.                        “Secured Tax Claims” means any Secured Claim against any Debtor that, absent its secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured Claim for penalties.

165.                        “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a—77aa, as amended, or any similar federal, state or local law.

166.                        “Security” shall have the meaning set forth in section 101(49) of the Bankruptcy Code.

167.                        “Termination Date” shall have the meaning ascribed to such term in the Restructuring Support Agreement.

168.                        “Termination Event” shall have the meaning ascribed to such term in the Restructuring Support Agreement.

19

169.                        “Trigger Event” shall have the meaning ascribed to such term in Article VII.A.

170.                        “U.S. Trustee” means the Office of the United States Trustee for the District of Delaware.

171.                        “U.S. Trustee Fees” means fees arising under 28 U.S.C. § 1930(a)(6) and, to the extent applicable, accrued interest thereon arising under 31 U.S.C. § 3717.

172.                        “Unclaimed Distribution” means any distribution under the Plan on account of an Allowed Claim or Allowed Interest to a holder that has not:  (a) accepted a particular distribution or, in the case of distributions made by check, negotiated such check; (b) given notice to the Reorganized Debtors of an intent to accept a particular distribution; (c) responded to the Debtors’ or Reorganized Debtors’ requests for information necessary to facilitate a particular distribution; or (d) taken any other action necessary to facilitate such distribution.

173.                        “Unexpired Lease” means a lease of nonresidential real property to which one or more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

174.                        “Unimpaired” means, with respect to a Class of Claims or Interests, a Claim or an Interest that is unimpaired within the meaning of section 1124 of the Bankruptcy Code, including through payment in full in Cash or Reinstatement.

175.                        “Unsecured” means not Secured.

176.                        “Unsecured Creditor Cash Pool” means Cash in the amount of $23,000,000.00.

177.                        “Unsecured Creditor Distribution Trust” means a trust established to hold and distribute the Cash making up the Unsecured Creditor Cash Pool in accordance with the Unsecured Creditor Distribution Trust Agreement, the Plan, and the Confirmation Order.

178.                        “Unsecured Creditor Distribution Trustee” means the Person designated by the Committee in the Unsecured Creditor Distribution Trust Agreement to administer the Unsecured Creditor Distribution Trust upon the occurrence of a Trigger Event and any successor appointed in accordance with the Unsecured Creditor Distribution Trust Agreement.

179.                        “Unsecured Creditor Distribution Trust Agreement” means the trust agreement that, among other things, establishes the Unsecured Creditor Distribution Trust, which trust agreement shall be substantially in the form included in the Plan Supplement, in form and substance reasonably acceptable to the Debtors, the Committee, and the Majority Backstoppers.  Among other things, the Unsecured Creditor Distribution Trust Agreement shall permit the Unsecured Creditor Distribution Trustee to, in its discretion, estimate the Allowed amount of Cash Recovery General Unsecured Claims, provide for reserves for Disputed Cash Recovery General Unsecured Claims, and make distributions (including interim distributions) of Cash held in the Unsecured Creditor Distribution Trust.

180.                        “Unsecured Creditor Equity” means the New Common Equity distributable (but not physically held in reserve) to holders of Allowed Equity Election General Unsecured Claims

20

pursuant to, and in an amount as set forth in, Article III.B.7.b.(ii) hereof, subject to dilution on account of (a) the Management Incentive Plan; (b) dilution on account of the New Common Equity issued and distributed to holders of Allowed DIP Claims and Allowed DIP Backstop Fee Claims on account of the DIP True-Up; and (c) dilution on account of the New Common Equity issued and distributed to holders of Allowed Second Lien Claims on account of the Second Lien-True Up.

181.                        “Unsecured Creditor Equity Option” has the meaning set forth in Article III.B.7(a) hereof.

182.                        “Voting Deadline” means the deadline for submitting votes to accept or reject the Plan as set by the Court pursuant to a Final Order.

183.                        “Voting Procedures” means the procedures and instructions for voting on the Plan and related deadlines as set forth in the exhibits annexed to the Court order approving the Disclosure Statement.

184.                        “Wesbanco Facility” means that certain Facility Loan and Security Agreement, dated as of February 12, 2010, as amended, restated, modified, supplemented or replaced from time to time between Alpha Hunter Drilling, LLC and Wesbanco Bank, Inc., as lender.

185.                        “Wesbanco Secured Claims” means all Claims against Alpha Hunter Drilling, LLC arising on account of the Wesbanco Facility, in the aggregate Allowed amount of $4,150,853.87.

B.                                    Rules of Interpretation

For purposes herein:  (1) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (2) except as otherwise provided, any reference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditions means that the referenced document shall be substantially in that form or substantially on those terms and conditions; (3) except as otherwise provided, any reference herein to an existing document or exhibit having been Filed or to be Filed shall mean that document or exhibit, as it may thereafter be amended, restated, supplemented, or otherwise modified in accordance with the terms of the Plan and the Restructuring Support Agreement; (4) unless otherwise specified, all references herein to “Articles” are references to Articles of the Plan or hereto; (5) unless otherwise stated, the words “herein,” “hereof,” and ‘‘hereto’’ refer to the Plan in its entirety rather than to a particular portion of the Plan; (6) captions and headings to Articles are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation hereof; (7) the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to be followed by the words “without limitation;” (8) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (9) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; and (10) any docket

21

number references in the Plan shall refer to the docket number of any document Filed with the Court in the Chapter 11 Cases.

C.                                    Computation of Time

Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall apply in computing any period of time prescribed or allowed herein.  If the date on which a transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day.

D.                                    Governing Law

Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated herein, the laws of the State of Delaware, without giving effect to the principles of conflict of laws, shall govern the rights, obligations, construction, and implementation of the Plan, any agreements, documents, instruments, or contracts executed or entered into in connection with the Plan (except as otherwise set forth in those agreements, in which case the governing law of such agreement shall control); provided that corporate or limited liability company governance matters relating to the Debtors or the Reorganized Debtors, as applicable, not incorporated or formed (as applicable) in Delaware shall be governed by the laws of the state of incorporation or formation (as applicable) of the applicable Debtor or Reorganized Debtor.

E.                                     Reference to Monetary Figures

All references in the Plan to monetary figures shall refer to currency of the United States of America, unless otherwise expressly provided herein.

F.                                      Reference to the Debtors or the Reorganized Debtors

Except as otherwise specifically provided in the Plan to the contrary, references in the Plan to the Debtors or the Reorganized Debtors shall mean the Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.

G.                                    Controlling Document

In the event of an inconsistency between the Plan and the Disclosure Statement or any other order (other than the Confirmation Order) referenced in the Plan (or any exhibits, schedules, appendices, supplements or amendments to any of the foregoing, other than the Plan Supplement), the terms of the Plan shall control in all respects.  In the event of an inconsistency between the Plan and the Plan Supplement, the terms of the relevant document in the Plan Supplement shall control (unless stated otherwise in such Plan Supplement document or in the Confirmation Order).  In the event of an inconsistency between the Confirmation Order and the Plan, the Confirmation Order shall control.

22

ARTICLE II.
ADMINISTRATIVE CLAIMS, PROFESSIONAL FEE CLAIMS, AND PRIORITY CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in Article III hereof.

A.                                    Administrative Claims

Except with respect to Administrative Claims that are Professional Fee Claims, or that are DIP Facility Claims or DIP Backstop Fee Claims, which Claims shall receive the treatment provided under Article II.C, and except to the extent that an Administrative Claim has already been paid during the Chapter 11 Cases or a holder of an Allowed Administrative Claim and the applicable Debtor(s), with the consent of the Majority Backstoppers, agree to less favorable treatment, each holder of an Allowed Administrative Claim shall be paid in full in Cash on the unpaid portion of its Allowed Administrative Claim on the latest of:  (a) on or as soon as reasonably practicable after the Effective Date if such Administrative Claim is Allowed as of the Effective Date; (b) on or as soon as reasonably practicable after the date such Administrative Claim is Allowed; and (c) the date such Allowed Administrative Claim becomes due and payable, or as soon thereafter as is reasonably practicable; provided that Allowed Administrative Claims that arise in the ordinary course of the Debtors’ businesses shall be paid in the ordinary course of business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions.

Except as otherwise provided in this Article II.A and except with respect to Administrative Claims that are Professional Fee Claims, (i) requests for payment of Administrative Claims arising in the time period between the Petition Date and the Administrative Claims Bar Date must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Administrative Claims Order no later than the Administrative Claims Bar Date, and (ii) requests for payment of Administrative Claims arising between the Administrative Claims Bar Date and the Effective Date must be Filed and served on the Reorganized Debtors pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order no later than the Final Administrative Claims Bar Date.  Holders of Administrative Claims that are required to, but do not, File and serve a request for payment of such Administrative Claims by such dates shall be forever barred, estopped, and enjoined from asserting such Administrative Claims against the Debtors or their property and such Administrative Claims shall be deemed discharged as of the Effective Date.  Objections to such requests, if any, must be Filed and served on the Reorganized Debtors and the requesting party no later than 60 days after the Effective Date.  Notwithstanding the foregoing, no request for payment of an Administrative Claim need be Filed with respect to an Administrative Claim previously Allowed.

23

B.                                    Professional Compensation

1.                                      Final Fee Applications

All final requests for payment of Professional Fee Claims, including the Professional Fee Claims incurred during the period from the Petition Date through the Effective Date, must be Filed and served on the Reorganized Debtors and counsel to the Noteholder Backstoppers and Second Lien Backstoppers no later than 45 days after the Effective Date.  All such final requests will be subject to approval by the Court after notice and a hearing in accordance with the procedures established by the Bankruptcy Code and prior orders of the Court in the Chapter 11 Cases, including the Interim Compensation Order, and once approved by the Court, will be promptly paid from the Professional Fee Escrow Account up to its full Allowed amount.  If the Professional Fee Escrow Account is insufficient to fund the full Allowed amounts of Professional Fee Claims, remaining unpaid Allowed Professional Fee Claims will be promptly paid by Reorganized MHRC without any further action or order of the Court.

2.                                      Professional Fee Escrow Account

On the Effective Date, the Reorganized Debtors shall establish and fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount, which shall be funded by Reorganized MHRC. The Professional Fee Escrow Account shall be maintained in trust solely for the Professionals.  Such funds shall not be considered property of the Estates of the Debtors or the Reorganized Debtors.  The amount of Professional Fee Claims owing to the Professionals shall be paid in Cash to such Professionals by the Reorganized Debtors from the Professional Fee Escrow Account as soon as reasonably practicable after such Professional Fee Claims are Allowed by a Final Order.  When all such Allowed amounts owing to Professionals have been paid in full, any remaining amount in the Professional Fee Escrow Account shall promptly be paid to Reorganized MHRC without any further action or order of the Court.

3.                                      Professional Fee Reserve Amount

Professionals shall reasonably estimate their unpaid Professional Fee Claims and other unpaid fees and expenses incurred in rendering services to the Debtors before and as of the Effective Date, which estimate shall be subject to the reasonable consent of the Majority Backstoppers (which consent will not be unreasonably withheld), and shall deliver such estimate to the Debtors and counsel to the Noteholder Backstoppers and Second Lien Backstoppers no later than five days before the Effective Date, provided, however, that such estimate shall not be deemed to limit the amount of the fees and expenses that are the subject of the Professional’s final request for payment of Filed Professional Fee Claims.  If a Professional does not provide an estimate, the Debtors or Reorganized Debtors may estimate, with the reasonable consent of the Majority Backstoppers (which consent will not be unreasonably withheld), the unpaid and unbilled fees and expenses of such Professional.

4.                                      Post-Effective Date Fees and Expenses

Except as otherwise specifically provided in the Plan, from and after the Effective Date, the Debtors or Reorganized Debtors shall, in the ordinary course of business and without any further notice or application to or action, order, or approval of the Court, pay in Cash the

24

reasonable, actual, and documented legal, professional, or other fees and expenses related to implementation of the Plan and Consummation incurred on or after the Effective Date by the Professionals.  Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and the Debtors or Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order, or approval of the Court.

C.                                    DIP Facility Claims and DIP Backstop Fee Claims

The DIP Facility Claims shall be deemed to be Allowed superpriority Administrative Claims in the full amount due and owing under the DIP Facility as of the Effective Date.  In full satisfaction of and in exchange for each DIP Facility Claim, each DIP Facility Claim will be satisfied in full pursuant to the DIP Credit Agreement and the Restructuring Support Agreement and each holder of a DIP Facility Claim shall receive (a) on the Effective Date, its Pro Rata share of the DIP Recovery and (b) on each Equity Distribution Date, its Pro Rata share of the DIP True-Up.  The DIP Backstop Fee Claims shall be deemed to be Allowed superpriority Administrative Claims in the full amount of the DIP Backstop Fee as of the Effective Date.  In full satisfaction of and in exchange for each DIP Backstop Fee Claim, each DIP Backstop Fee Claim will be satisfied in full pursuant to the DIP Credit Agreement and the Restructuring Support Agreement and each holder of a DIP Backstop Fee Claim shall receive (a) on the Effective Date, its Pro Rata share of the DIP Backstop Fee and (b) on each Equity Distribution Date, its Pro Rata Share of the DIP True-Up.

D.                                    Priority Tax Claims

Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Priority Tax Claim, each holder of such Allowed Priority Tax Claim shall be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code.  In the event an Allowed Priority Tax Claim is also a Secured Tax Claim, such Claim shall, to the extent it is Allowed, be treated as an Other Secured Claim if such Claim is not otherwise paid in full.

E.                                     Statutory Fees

All fees due and payable pursuant to section 1930 of Title 28 of the U.S. Code prior to the Effective Date shall be paid by the Debtors.  On and after the Effective Date, the Reorganized Debtors shall pay any and all such fees when due and payable, and shall File with the Court quarterly reports in a form reasonably acceptable to the U.S. Trustee.  Each Debtor shall remain obligated to pay quarterly fees to the U.S. Trustee until the earliest of that particular Debtor’s case being closed, dismissed, or converted to a case under Chapter 7 of the Bankruptcy Code.

25

ARTICLE III.
CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

A.                                    Summary of Classification

Claims and Interests, except for Administrative Claims, Professional Fee Claims, DIP Facility Claims; Cure Claims, and Priority Tax Claims, are classified in the Classes set forth in this Article III.  A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest qualifies within the description of such other Classes.  A Claim or Interest also is classified in a particular Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim is an Allowed Claim in that Class and has not been paid, released, or otherwise satisfied prior to the Effective Date.  The Plan constitutes a separate chapter 11 plan of reorganization for each Debtor and the classifications set forth in Classes 1 through 9 shall be deemed to apply to each Debtor; provided that the Debtors, with the consent of the Majority Backstoppers, reserve the right to modify the Plan in accordance with Article X hereof, including the right to withdraw the Plan as to an individual Debtor at any time before the Confirmation Date.  For all purposes under the Plan, each Class will contain sub-Classes for each of the Debtors (i.e., there will be 10 Classes for each Debtor); provided, that, any Class that is vacant as to a particular Debtor will be treated in accordance with Article III.D below.

1.                                      Class Identification

The classification of Claims and Interests against each Debtor (as applicable) pursuant to the Plan is as follows:

26

B.                                    Treatment of Claims and Interests

1.                                      Class 1 — Other Priority Claims

a.                                      Classification:  Class 1 consists of Other Priority Claims.

b.                                      Treatment:  In full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Other Priority Claim, each such holder shall receive (A) payment in full, in Cash, of the unpaid portion of its Allowed Other Priority Claim on the latest of:  (i) on or as soon as reasonably practicable after the Effective Date if such Allowed Other Priority Claim is Allowed as of the Effective Date; (ii) on or as soon as reasonably practicable after the date such Other Priority Claim is Allowed; and (iii) the date such Allowed Other Priority Claim becomes due and payable, or as soon thereafter as is reasonably practicable, or (B) treatment pursuant to such other terms as may be agreed to by the holder of such Allowed Other Priority Claim, the Debtors, and the Majority Backstoppers.

c.                                       Voting:  Class 1 is Unimpaired under the Plan.  Each holder of an Other Priority Claim will be conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  Therefore, each holder of an Other Priority Claim will not be entitled to vote to accept or reject the Plan.

2.                                      Class 2 — Other Secured Claims

a.                                      Classification:  Class 2 consists of Other Secured Claims.

b.                                      Treatment:  Except to the extent that a holder of an Allowed Other Secured Claim agrees to a less favorable treatment with the consent of the Majority Backstoppers, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Other Secured Claim, each such holder shall receive, at the Debtors’ option and with the consent of the Majority Backstoppers, and as the Debtors shall designate, with respect to any Allowed Other Secured Claim that is Allowed as of the Effective Date in Plan Supplement, or, with respect to Other Secured Claims that become Allowed after the Effective Date, within 30 days of any Other Secured Claim becoming an Allowed Claim, any of the following alternative treatments of any Allowed Other Secured Claim:  (i) payment in full in Cash of the unpaid portion of such Allowed Other Secured Claim (inclusive of interest to the extent the applicable claimant is entitled to such interest pursuant to Bankruptcy Code section 506(b)) on the latest of (a) on or as soon as reasonably practicable after the Effective Date if such Allowed Other Secured Claim is Allowed as of the Effective Date, (b) on or as soon as reasonably practicable after the date such Other Secured Claim is Allowed and

27

following the Reorganized Debtors’ 30-day treatment designation period, and (c) the date such Allowed Other Secured Claim becomes due and payable following the Reorganized Debtors’ 30-day treatment designation period; (ii) Reinstatement pursuant to section 1124 of the Bankruptcy Code; (iii) the return or abandonment to the holder of the Allowed Other Secured Claim of the collateral securing such Allowed Other Secured Claim; or (iv) such other recovery necessary to satisfy section 1129 of the Bankruptcy Code.

c.                                       Voting:  Class 2 is Unimpaired under the Plan.  Each holder of an Other Secured Claim will be conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  Therefore, each holder of an Other Secured Claim will not be entitled to vote to accept or reject the Plan.

3.                                      Class 3 — Samson Claim

a.                                      Classification:  Class 3 consists of the Samson Claim.

b.                                      Treatment:  Except to the extent that Samson agrees to less favorable treatment with the consent of the Majority Backstoppers, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for the Samson Claim, Samson shall receive, at the Debtors’ option and with the consent of the Majority Backstoppers, a note that satisfies the requirements of section 1129(b)(2)(A)(i) (the “Samson Note”) and that provides for payment of the Samson Claim.  The terms of the Samson Note shall be described in the Plan Supplement, provided however that (x) the Debtors may, with the consent of the Majority Backstoppers or (y) the Reorganized Debtors may (if after the Effective Date), designate within 30 days of the date that the Samson Claim becomes Allowed any of the following alternative treatments of the Samson Claim:  (i) payment in full in Cash of the unpaid portion of the Samson Claim (inclusive of interest to the extent the applicable claimant is entitled to such interest pursuant to Bankruptcy Code Section 506(b)) on the latest of (a) on or as soon as reasonably practicable after the Effective Date if the Samson Claim is Allowed as of the Effective Date, (b) on or as soon as reasonably practicable after the date the Samson Claim is Allowed, and (c) the date the Samson Claim becomes due and payable; (ii) Reinstatement pursuant to section 1124 of the Bankruptcy Code; (iii) the return or abandonment to Samson of the collateral securing the Samson Claim; or (iv) such other recovery necessary to satisfy section 1129 of the Bankruptcy Code.

c.                                       Voting:  Class 3 is Impaired under the Plan.  Samson will be entitled to vote to accept or reject the Plan.

28

4.                                      Class 4 - Equipment and Other Note Claims

a.                                      Classification:  Class 4 consists of all Equipment and Other Note Claims.

b.                                      Treatment:  On the Effective Date, or as soon thereafter as reasonably practicable, except to the extent that a holder of an Allowed Equipment and Other Note Claim agrees to less favorable treatment with the consent of the Majority Backstoppers, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Equipment and Other Note Claim, each such claim shall be Reinstated pursuant to section 1124 of the Bankruptcy Code.

c.                                       Voting:  Class 4 is Unimpaired under the Plan.  Each holder of an Equipment and Other Note Claim will be conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  Therefore, each holder of an Equipment and Other Note Claim will not be entitled to vote to accept or reject the Plan.

5.                                      Class 5 - Second Lien Claims

a.                                      Classification:  Class 5 consists of all Second Lien Claims.

b.                                      Allowance:  The Second Lien Claims shall be Allowed in the aggregate amount equal to $336,600,000.00 plus accrued and unpaid interest owing under the Second Lien Credit Agreement at the non-default rate set forth in the Second Lien Credit Agreement.

c.                                       Treatment:  In full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Second Lien Claim, each Second Lien Lender shall receive (i) on the Effective Date, or as soon thereafter as reasonably practicable, its Pro Rata share of the Second Lien Recovery Equity and (ii) the right to receive, on each Equity Distribution Date, its Pro Rata share of the Second Lien True-Up.

d.                                      Voting:  Class 5 is Impaired under the Plan.  Each Second Lien Lender will be entitled to vote to accept or reject the Plan.

6.                                      Class 6 - Note Claims

a.                                      Classification:  Class 6 consists of all Note Claims.

b.                                      Allowance:  The Note Claims shall be Allowed in the aggregate principal amount equal to $600,000,000.00 plus accrued and unpaid prepetition interest, fees, expenses and indemnities owing under the Indenture at the non-default rate set forth in the Indenture.  For the avoidance of doubt, the Notes Claims shall not be subject to any avoidance, reductions, setoff, offset, recharacterization, subordination (equitable or contractual or

29

otherwise), counter-claim, defense, disallowance, impairment, objection or any challenges under applicable law or regulation.

c.                                       Treatment:  On the Effective Date, or as soon thereafter as reasonably practicable, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Note Claim, each Noteholder shall receive, subject to the terms of the Indenture and the rights of the Indenture Trustee to assert the Indenture Trustee Charging Lien, its Pro Rata share of the Noteholder Recovery Equity.

d.                                      Voting:  Class 6 is Impaired under the Plan.  Each Noteholder will be entitled to vote to accept or reject the Plan.

7.                                      Class 7(a) - General Unsecured Claims

a.                                      Classification:  Class 7(a) consists of any Allowed General Unsecured Claims that are not Convenience Claims.

b.                                      Treatment:  Except to the extent that a holder of a Class 7(a) Allowed General Unsecured Claim agrees to a less favorable treatment with the consent of the Majority Backstoppers, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for such Class 7(a) Claim, each such holder shall receive either: (i) on the Effective Date, as soon thereafter as reasonably practicable, or as otherwise provided in the Unsecured Creditor Distribution Trust Agreement, with respect to each Allowed Cash Recovery General Unsecured Claim, Cash in an amount equal to the lesser of: (A) $0.50 on account of each dollar of its Allowed Cash Recovery General Unsecured Claim, payable from Cash held in the Unsecured Creditor Distribution Trust (and in accordance with the Unsecured Creditor Distribution Trust Agreement); or (B) its Pro Rata share (determined with respect to all holders of Allowed Cash Recovery General Unsecured Claims) of the amount of Cash held in the Unsecured Creditor Distribution Trust (and in accordance with the Unsecured Creditor Distribution Trust Agreement) after all payments to holders of Convenience Claims in Class 7(b) and Creditor Claim Representative Expenses have been paid in accordance with the Plan and the Unsecured Creditor Distribution Trust Agreement; or (ii) the right to receive, on the Effective Date, as soon as reasonably practicable thereafter, or the next applicable Equity Distribution Date, as applicable, with respect to each Allowed Equity Election General Unsecured Claim, Unsecured Creditor Equity in an amount of shares or interests, as applicable, equal to the amount of New Common Equity such holder would have received had such holder’s Allowed Equity Election General Unsecured Claim been an Allowed Note Claim of equal value as of the Effective Date (the treatment described in this sub-clause (ii) of this Article III.B.7.b, the “Unsecured Creditor Equity Option”).  Satisfaction of such General Unsecured Claim is subject to the rights of the Creditor

30

Claim Representative or any other party in interest to dispute such Claim as if the Chapter 11 Cases had not been commenced in accordance with applicable non-bankruptcy law.

c.                                       Voting:  Class 7(a) is Impaired under the Plan.  Each holder of a General Unsecured Claim in Class 7(a) will be entitled to vote to accept or reject the Plan in accordance with the Voting Procedures.

8.                                      Class 7(b) - Convenience Claims

a.                                      Classification:  Class 7(b) consists of all Convenience Claims.

b.                                      Treatment:  On the Effective Date, or as soon thereafter as reasonably practicable, except to the extent that a holder of an Allowed Convenience Claim agrees to a less favorable treatment with the consent of the Majority Backstoppers, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Convenience Claim, each such holder shall receive payment in Cash in an amount equal to $0.50 on account of each dollar of its Allowed Convenience Claim, payable from Cash held in the Unsecured Creditor Distribution Trust.  Payment of such Convenience Claim is subject to the rights of the Creditor Claim Representative or any other party in interest to dispute such Claim as if the Chapter 11 Cases had not been commenced in accordance with applicable non-bankruptcy law.

c.                                       Voting:  Class 7(b) is Impaired under the Plan.  Each holder of a Convenience Claim will be entitled to vote to accept or reject the Plan in accordance with the Voting Procedures.

9.                                      Class 8 - Intercompany Claims

a.                                      Classification:  Class 8 consists of all Intercompany Claims.

b.                                      Treatment:  Intercompany Claims shall be Reinstated as of the Effective Date or, at the Debtors’ or the Reorganized Debtors’ option, with the consent of the Majority Backstoppers, shall be cancelled.  No distribution shall be made on account of any Intercompany Claims.

c.                                       Voting:  Intercompany Claims are either Unimpaired, in which case the holders of such Intercompany Claims conclusively are presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired and not receiving any distribution under the Plan, in which case the holders of such Intercompany Claims are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.  Therefore, each holder of an Intercompany Claim will not be entitled to vote to accept or reject the Plan.

31

10.                               Class 9 - Intercompany Interests

a.                                      Classification:  Class 9 consists of all Intercompany Interests.

b.                                      Treatment:  Intercompany Interests shall be Reinstated as of the Effective Date or, at the Debtors’ or the Reorganized Debtors’ option, with the consent of the Majority Backstoppers, shall be cancelled.  No distribution shall be made on account of any Intercompany Interests.