DEBTWIRE BROADCAST:MAGNUM HUNTER’S BANKRUPTCY PLAN SLASHES FUNDED DEBT TO ZERO… SO WHAT’S THE CATCH?

Debtwire’s team of reporters and analysts host a roundtable discussion to explore Magnum Hunter’s plan to eliminate its entire prepetition funded debtload, as well as highlight how the deal architects potentially skirted some of the stumbling blocks that cropped up in other recent court proceedings. | 17 December 2015

2

AGENDA

Opening Remarks: Kate Marino

The Eureka Factor: Alexander Gladstone Case Overview

Financial Analysis: Thomas Rorick

First Day Hearing: Patrick Holohan

Legal Analysis: Richard M. Goldman

Concluding remarks: Alexander GladstoneWhat’s next?

3

THE EUREKA FACTOR: CASE OVERVIEW

Magnum Hunter’s bankruptcy filing:

Oil price decline prompts capex curtailment, liquidity crisis

Strategic options center on stake in Eureka Hunter Holdings

Failure to achieve asset sales

Status of second lien claim on Eureka

Second lien and unsecured holders collaborate on rescue loan to buy time

4

FINANCIAL ANALYSIS: ADJUSTED CAPITAL STRUCTURE

1) The DIP Term Loan Facility is subject to a 1% Libor floor. The DIP Term Loan facility will mature the earlier of a) nine months after the closing date, b) 30 days after entering into the Interim DIP Order approving the DIP Facility if the Final DIP Order has not been entered into by the Bankruptcy Court prior to the 30 day period, c) effective date of plan of reorganization or liquidation or d) termination by the DIP Facility Lenders following an event of default.

2) Absent an event of default the Bridge Financing Facility is due on the earlier of 30 December 2015 or the filing of a Chapter 11 case.3) The second-lien term loan is subject to a 1% LIBOR floor.4) On 9 October, MHR suspended the monthly dividends on its preferred stock. Unpaid dividends will continue to accumulate from 31 October and afterward.5) Under the RSA, the total enterprise value assumed is USD 900m.

Sources: SEC Filings, MarketAxess, Markit, Debtwire Analytics, FINRA.

PRO FORMA ADJUSTED SUMMARY CAPITAL STRUCTURE (USD m) Capital Structure as of 15 Dec. 2015 Coupon Face

AmountMarket Amount Adj. Pro Forma

Face Amount Price Yield Maturity 2016P Pro Forma Face Leverage

DIP Term Loan Facility 1 L+ 8.0% 200 - (200) 0 - - 15 Apr 2016

First Lien Bridge Financing Facility 2 L + 4.0% 70 70 (70) 0 - - 15 Dec 2015

Equipment & real estate notes payable 4.25% - 8.7% 13 13 0 13 - - 2016-2024 5.7x

Second lien term loan 3 L + 7.5% 337 195 (337) 0 58.0 26.9% 22 Oct 2019

Total secured debt 420 278 (607) 13 5.7x

Senior unsecured notes 9.75% 600 189 (600) 0 31.5 48.9% 15 May 2020

Total debt 1,020 467 (1,207) 13 5.7x

Cash and cash equivalents 2 2 (1) 1

Net debt 1,018 465 12 5.2x

Liquidation Preference

Face Amount

Market Amount Adj. Pro Forma

Face Amount Price

Series C cumulative perpetual preferred stock 4 $25 100 1 (100) 0 $0.18

Series D cumulative preferred stock 4 $50 221 0 (221) 0 $0.10

Series E cumulative convertible preferred stock 4 $25 95 0 (95) 0 $0.02

Market value of common stock 5 4 4 884 888 $0.02

Enterprise value 1,438 471 900

LTM Adjusted EBITDAX 48

2016P Adjusted EBITDAX 2 Asset Retirement Obligations USD 28m

5

FINANCIAL ANALYSIS: DIP FINANCING

1) Our recovery for DIP Lenders includes the 3% Backstop Fee payable in New Common Equity.Sources: 3Q15 10-Q Report, Court Filings, Debtwire Analytics.

SOURCES & USES

Sources Uses

DIP Term Loan Facility 200 Repayment of First Lien Bridge Financing Facility 70

Commitment fee 4

Cash collateralize letters of credit 39

General unsecured claims 67

Cash used during bankruptcy 20

Total Sources 200 Total Uses 200

PLAN RECOVERIES (USDm)

Class Portion of New Common Equity Value of Equity Received Claim Estimated Recoveries

DIP Lenders 1 31.800% 212 200 107.8%

Second Lien Lenders 36.9% 245 341 71.9%

Senior Noteholders 31.3% 208 632 33.0%

6

FINANCIAL ANALYSIS: CASH BUDGET

Source: Interim DIP Order.

CASH BUDGET

USD mFcst

Week 112/18/15

FcstWeek 2

12/25/15

FcstWeek 31/1/16

FcstWeek 41/8/16

FcstWeek 51/15/16

FcstWeek 61/22/16

FcstWeek 71/29/16

FcstWeek 82/5/16

FcstWeek 92/12/16

FcstWeek 102/19/16

FcstWeek 112/26/16

FcstWeek 123/4/16

FcstWeek 133/11/16

Beginning Cash - 40 37 30 23 37 33 37 29 28 21 20 4

DIP Draw 40 - - - 96 - - - - - - - -

1st Lien Roll-up - - - - (70) - - - - - - - -

Net Operating Receipts 0 3 - 0 1 0 5 0 0 1 5 - 0

Net Operating Disbursements - (1) (0) (1) (3) (1) (0) (4) (0) (5) (0) (3) (1)

Total Capital Expenditures - - (1) (1) (1) (1) (1) (0) (0) (0) (0) (2) (2)

Ch.11 Relief / Financing Costs / Other - (5) (6) (5) (9) (1) (1) (3) (1) (2) (6) (11) (1)

Ending Cash Balance 40 37 30 23 37 33 37 29 28 21 20 4 1

FINANCIAL ANALYSIS: MGT. PROJECTIONS

Source: Lender Presentation.

PROJECTIONS$ in millions, except pricing data) Q1 2016 Q2 2016 Q3 2016 Q4 2016 FY 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 FY 2017 FY 2018 FY 2019 FY 2020Net Production Oil (Boe) 0.2 0.2 0.2 0.2 0.7 0.1 0.1 0.1 0.1 0.6 0.5 0.4 0.4 Gas (Bcf) 7.0 7.5 7.8 8.3 30.5 9.1 8.0 7.2 10.3 34.6 47.7 60.4 74.7 NGL (Mboe) 0.3 0.3 0.3 0.3 1.1 0.2 0.2 0.2 0.2 0.9 0.8 0.7 0.7

Total Net Production (Bcfe) 9.8 10.4 10.5 10.9 41.5 11.4 10.2 9.3 12.5 43.5 55.4 66.9 81.2 Realized Prices Oil ($/Bbl) $36.22 $37.99 $39.07 $40.04 $38.27 $40.97 $41.74 $42.45 $43.20 $42.06 $44.62 $46.41 $47.59 Gas ($/Mcf) $2.08 $2.06 $2.14 $2.24 $2.13 $2.68 $2.48 $2.54 $2.66 $2.60 $2.66 $2.76 $2.87 NGL ($/Bbl) $13.96 $14.52 $14.85 $15.14 $14.61 $15.42 $15.64 $15.85 $16.09 $15.74 $16.50 $17.04 $17.40

Cash Flows Oil 7 7 7 7 27 6 6 6 6 24 21 19 18 Gas 15 15 17 19 65 24 20 18 28 90 127 167 214 NGL 4 4 4 4 17 4 4 3 4 14 13 12 12

Total Oil & Gas Revenue 25 27 27 29 108 34 29 28 37 128 161 197 245 Other Revenue-Oilfield Services 2 3 3 2 11 2 2 2 2 9 16 16 17

Total Revenue 27 30 31 31 120 36 32 30 39 137 178 214 261 Operating Expense-Upstream 20 21 20 21 81 20 19 17 21 77 86 93 107 Operating Expense-Oilfield Services 2 3 3 2 9 2 2 2 2 8 14 14 14 G&A 7 7 7 6 27 6 6 6 6 25 25 25 25

Expenses 28 31 30 29 117 28 27 26 29 110 126 133 146 EBITDAX (1) (0) 1 3 2 8 5 4 10 27 52 81 115 Capex-Williston Hunter -- -- -- -- -- -- -- -- -- -- -- -- --Capex-Triad (12) (6) (12) (12) (41) (6) (17) (42) (33) (97) (105) (101) (111)Capex-MH Production -- -- -- -- -- -- -- -- -- -- -- -- --Capex-Alpha Hunter Drilling (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0)

Discretionary Cash Flow (13) (6) (11) (10) (39) 2 (12) (37) (23) (70) (53) (21) 4 Working Capital (2) (1) 1 (2) (3) (3) 7 3 2 9 (12) 1 (4)Other Free Cash Flow Items -- (0) -- -- (0) -- -- (0) -- (0) (0) -- --

Unlevered Free Cash Flow (14) (7) (10) (11) (43) (1) (5) (34) (21) (61) (65) (20) 0

8

LEGAL ANALYSIS

Debtor in possession financing

Restructuring support agreement

Industry comps – Samson Resources and Sabine Oil & Gas

Throwing a wrench in the works

9

CONCLUDING REMARKS: WHAT’S NEXT?

What happens to Eureka stake?

How can Magnum generate value for post-reorg equity holders?

DISCLAIMER

We have obtained the information provided in this report in good faith from publicly available data as well as Debtwire data and intelligence, which we consider to be reliable. This information is not intended to provide tax, legal or investment advice. You should seek independent tax, legal and/or investment advice before acting on information obtained from this report. We shall not be liable for any mistakes, errors, inaccuracies or omissions in, or incompleteness of, any information contained in this report, and not for any delays in updating the information.

We make no representations or warranties in regard to the contents of and materials provided on this report and exclude all representations, conditions, and warranties, express or implied arising by operation of law or otherwise, to the fullest extent permitted by law. We shall not be liable under any circumstances for any trading, investment, or other losses which may be incurred as a result of use of or reliance on information provided by this report. All such liability is excluded to the fullest extent permitted by law.

Any opinions expressed herein are statements of our judgment at the date of publication and are subject to change without notice. Reproduction without written permission is prohibited. For additional information call Debtwire Analytics at (212) 686-5374.

Copyright 2015 S&P Capital IQ (and its affiliates, as applicable). This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor's. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES. OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice.