GUARANTEE AND COLLATERAL AGREEMENT dated as of June 13, 2011 among MILLER ENERGY RESOURCES, INC. and THE OTHER PARTIES HERETO, as Grantors, and GUGGENHEIM CORPORATE FUNDING, LLC as Administrative AgentGuarantee and Collateral Agreement • June 17th, 2011 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 13, 2011, made by MILLER ENERGY RESOURCES, INC., a Tennessee corporation (the “Borrower”) and each Subsidiary of the Borrower signatory hereto (together with Borrower and any other Person that becomes a party hereto as provided herein, each, a “Grantor” and collectively, the “Grantors”), in favor of Guggenheim Corporate Funding, LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
LOAN AGREEMENTLoan Agreement • June 17th, 2011 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
This LOAN AGREEMENT is entered into as of June 13, 2011, among MILLER ENERGY RESOURCES, INC., a Tennessee corporation (together with its successors and permitted assigns, “Borrower”), the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and permitted assigns, are hereinafter referred to individually as a “Lender” and collectively as the “Lenders”), and GUGGENHEIM CORPORATE FUNDING, LLC, a Delaware limited liability company, as arranger and administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, “Administrative Agent”).
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • June 17th, 2011 • Miller Energy Resources, Inc. • Crude petroleum & natural gas
This First Amendment to Consulting Agreement (the “Amendment”) is effective as of this the 29th day of April, 2011 (the “Effective Date”) by and between Bristol Capital, LLC, a Delaware limited liability company with principal offices at 6353 W. Sunset Boulevard, Suite 4006, Hollywood, California 90028 (“Consultant”) and Miller Energy Resources, Inc., a Tennessee corporation with its principal place of business at 3651 Baker Highway, Huntsville, Tennessee 37756 (the “Company”). Consultant and the Company are collectively referred to as the “Parties” and each is individually a “Party.”
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • June 17th, 2011 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York
This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made as of June 13, 2011 (the “Effective Date”), by and among Scott M. Boruff, Paul W. Boyd, David Hall, Deloy Miller and David Voyticky (Boruff, Boyd, Hall, Miller and Voyticky are each referred to herein individually, as “Shareholder”, and together, the “Shareholders”) and Miller Energy Resources, Inc., a Tennessee corporation (the “Corporation”). The Corporation and the Shareholders are individually referred to herein as “Party” and are collectively referred to herein as the “Parties”.
