Form 8-K MILLER ENERGY RESOURCES, For: Mar 09

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March 12, 2015 7:44 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 9, 2015

MILLER ENERGY RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)



	Tennessee
(State or Other Jurisdiction of Incorporation)


001-34732		62-1028629
(Commission File Number)		(I.R.S. Employer Identification No.)

9721 Cogdill Road, Suite 302, Knoxville, TN 37932

(Address of Principal Executive Offices)

(865) 223-6575

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On March 11, 2015, the Company entered into a Waiver and Fourth Amendment to Credit Agreement and Second Amendment to Guarantee and Collateral Agreement (the "First Lien Amendment") to our Credit Agreement, dated as of June 2, 2014, (the “First Lien Credit Facility”) among our Company, as borrower, KeyBank National Association, as administrative agent (the “First Lien Administrative Agent”), and the lenders party thereto (the “First Lien Lenders”). The First Lien Amendment, among other things, (i) allows us 60 days from the date of the First Lien Amendment to provide a mortgage to the First Lien Lenders covering the North Fork Pipeline and 30 days from that date to have Savant Alaska, LLC, our wholly owned subsidiary, deliver a mortgage in favor of the First Lien Lenders covering its oil and gas properties, (ii) adds a requirement that we engage a field auditor and complete a review of our accounts payable, (iii) requires that we deliver to the First Lien Administrative Agent an engineering report on or before May 1, 2015 which will serve as the basis of an interim redetermination of the Borrowing Base, which will be permitted in addition to the other redeterminations otherwise permitted under the First Lien Credit Facility, (iv) sets new minimum liquidity requirements, (v) amends APOD A and certain defined terms, (vi) requires that we apply expected tax credit receipts to pay down the outstanding balance of the loans outstanding under the First Lien Credit Facility, (vii) amends restrictions on minimum availability that must be maintained under the First Lien Credit Facility, includes additional restrictions on capital expenditures and adds certain requirements regarding the disposition of the proceeds of certain tax credit financings and hedges, (viii) permits us to issue an additional $50,000,000 in preferred stock, measured in terms of the stated liquidation preference of that stock (to a total of $100,000,000 in stated liquidation preference) and requires that we raise at least $10,000,000 of net cash proceeds from the issuance of preferred equity interests on or before April 30, 2015, (ix) amends the borrowing base to $45,000,000 for the period beginning on the date of the First Lien Amendment until the next redetermination date, (x) amends and updates a list of pledged equity interests attached as Schedule 2 to the associated Guarantee and Collateral Agreement in favor of the First Lien Lenders, and (xi) provides waivers related to certain events of default resulting from (A) the impairment of our proved reserves, (B) our issuance of preferred equity interests with a stated liquidation preference in excess of $50,000,000, (C) the existence of debt in the form of accounts payable that are greater than 90 days past due, (D) our failure to provide an executed mortgage and related legal opinions on the North Fork Pipeline pursuant to a prior amendment, (E) our payment of dividends on our preferred stock while an event of default existed, and (F) related cross defaults arising under the Second Lien Credit Facility.

The foregoing description is qualified in its entirety by reference to the full text of the First Lien Amendment which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

In addition, on March 11, 2015, the Company entered into a Waiver and Amendment No. 5 to Credit Agreement and Amendment No. 3 to Guarantee and Collateral Agreement (the “Second Lien Amendment") to our Credit Agreement, dated as of February 3, 2014 (the “Second Lien Credit Facility”), among our Company, as borrower, Apollo Investment Corporation, as administrative agent (the “Second Lien Administrative Agent”), and the lenders party thereto (the “Second Lien Lenders”). The March 2015 Second Lien Amendment, among other things, (i) allows us 60 days from the date of the Second Lien Amendment to provide a mortgage to the Second Lien Lenders covering the North Fork Pipeline and 30 days from that date to have Savant Alaska, LLC, our wholly owned subsidiary, deliver a mortgage in favor of the Second Lien Lenders covering its oil and gas properties, (ii) adds a requirement that we engage a field auditor and complete a review of our accounts payable, (iii) requires that we deliver to the Second Lien Administrative Agent an engineering report on or before May 1, 2015, (iv) amends the provision on “additional interest” to require that we pay an additional 1.0% interest in cash plus 2.0% interest in kind on the loans outstanding under the Second Lien Credit Facility (subject to future reductions if certain operational and capital expenditure conditions are met by May 31, 2015), (v) amends APOD A and certain defined terms, (vi) amends restrictions on capital expenditures and adds certain requirements regarding the disposition of the proceeds of certain tax credit financings and hedges, (vii) permits us to issue an additional $50,000,000 in preferred stock, measured in terms of the stated liquidation preference of that stock (to a total of $100,000,000 in stated liquidation preference) and requires that we raise at least $10,000,000 of net cash proceeds from the issuance of preferred equity interests on or before April 30, 2015, (viii) amends and updates a list of pledged equity interests attached as Schedule 2 to the associated Guarantee and Collateral Agreement in favor of the Second Lien Lenders, and (ix) provides waivers related to certain events of default resulting from (A) the impairment of our proved reserves, (B) our issuance of preferred equity interests with a stated liquidation preference in excess of $50,000,000, (C) the existence of debt in the form of accounts payable that are greater than 90 days past due, (D) our failure to provide an executed mortgage and related legal opinions on the North Fork Pipeline pursuant to a prior amendment, (E) our payment of dividends on our preferred stock while an event of default existed, and (F) related cross defaults arising under the First Lien Credit Facility.

The foregoing description is qualified in its entirety by reference to the full text of the Second Lien Amendment which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.

On March 12, 2015, Miller Energy Resources, Inc. issued a press release announcing its financial results for the third quarter ended January 31, 2015. A copy of this press release is included as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Miller Energy Resources, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers

At a meeting of the Company’s Board of Directors (the “Board”) held on March 9, 2015, the Board appointed Mr. David M. Hall as Senior Vice President and Chief Operating Officer of the Company. Mr. Hall had previously served as the Company’s Chief Operating Officer. At the same meeting, the Board also appointed Mr. Jeffrey R. McInturff as Senior Vice President, Chief Accounting Officer and Interim Chief Financial Officer. Mr. McInturff previously served as the Company’s Vice President, Chief Accounting Officer and Interim Chief Financial Officer.

Also on March 9, 2015, our Board voted to extend the expiration of two warrants previously issued to Mr. Hall. The warrants, covering 711,000 shares at an exercise price of $1.00 and 480,000 shares at an exercise price of $2.00, were issued in connection with our acquisition of Cook Inlet Energy, LLC and were set to expire on March 10, 2015. The Board voted to extend the expiration of the warrants until March 30, 2015, due to the fact that Mr. Hall was prevented from exercising these warrants as a result of the planned timing of the Company’s announcement of operational results and his possessing material, non-public information on those matters, in addition to the later commencement of the Company’s regularly scheduled blackout period in connection with the release of its financial results for the third quarter of its fiscal year 2015. The Board determined that these factors restricted Mr. Hall from exercising his warrants and that some accommodation was warranted in this case.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 9, 2015, the Board instructed management to take the necessary steps to accomplish a change in the Company’s fiscal year end from April 30 to December 31. We expect that the Board will elect to amend our Bylaws as part of implementing this change officially subsequent to our current fiscal year end on April 30, 2015. The Company’s next Annual Report on Form 10-K will be for the fiscal year ending April 30, 2015. In accordance with certain rules promulgated under the Securities Exchange Act of 1934, as amended, we expect the Company will file a Transition Report on Form 10-K with the Securities and Exchange Commission for the eight-month period ending December 31, 2015.

Item 7.01 Regulation FD Disclosure.

As disclosed in Item 2.02 above, on March 12, 2015, Miller Energy Resources, Inc. issued a press release, which is attached as Exhibit 99.1 hereto, announcing its financial results for the third quarter ended January 31, 2015. A copy of this press release is included as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Miller Energy Resources, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Description
10.1		Waiver and Fourth Amendment to Credit Agreement and Second Amendment to Guarantee and Collateral Agreement among the Company, as borrower, KeyBank National Association, as administrative agent, and the lenders party thereto, dated as of March 11, 2015.
10.2		Waiver and Amendment No. 5 to Credit Agreement and Amendment No. 3 to Guarantee and Collateral Agreement among the Company, as borrower, Apollo Investment Corporation, as administrative agent, and the lenders party thereto, dated as of March 11, 2015.
99.1		Press Release dated March 12, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		MILLER ENERGY RESOURCES, INC.

Date:	March 12, 2015	By:	/s/ CARL F. GIESLER, JR.
			Carl F. Giesler, Jr.
			Chief Executive Officer

Execution Version

Waiver and Fourth Amendment to Credit Agreement

and

Second Amendment to Guarantee and Collateral Agreement

dated as of March 11, 2015

among

Miller Energy Resources, Inc.,

as Borrower,

the Guarantors party hereto,

KeyBank National Association,

as Administrative Agent,

and

the Lenders Party Hereto

KeyBank National Association

Lead Arranger and Book Runner

[WAIVER AND Fourth AMENDMENT TO CREDIT AGREEMENT

AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT]

001955-0001-16872396.13

Waiver and Fourth Amendment to Credit Agreement and

Second Amendment to Guarantee and Collateral Agreement

This Waiver and Fourth Amendment to Credit Agreement and Second Amendment to Guarantee and Collateral Agreement (this “Amendment”) dated as of March 11, 2015, is among MILLER ENERGY RESOURCES, INC., a corporation duly formed and existing under the laws of the State of Tennessee, the Guarantors party hereto, each of the Lenders party hereto, and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.

R E C I T A L S

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of June 2, 2014 (amended by that certain First Amendment to Credit Agreement dated as of August 11, 2014, that certain Second Amendment to Credit Agreement dated as of August 19, 2014, that certain Waiver and Third Amendment to Credit Agreement dated as of December 10, 2014 (the “Third Amendment”), and as otherwise amended, restated, supplemented or modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

B. At the Borrower’s request, the Administrative Agent and each of the Lenders party hereto have agreed, subject to the terms and conditions herein, to (i) amend certain terms and provisions of the Credit Agreement and the Guarantee and Collateral Agreement as herein set forth and (ii) waive (A) any Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the Loan Parties’ failure to maintain a ratio of (a) the NYMEX Value of the total Proved Developed Reserves of the Loan Parties as shown on the most recently delivered Reserve Report, to (b) Total Debt, equal to or in excess of 1.10 to 1.00 in accordance with Section 9.01(f) of the Credit Agreement (the “Asset Coverage Event of Default”), (B) the Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the Borrower’s issuance of preferred Equity Interests with a stated liquidation preference in excess of $50,000,000 in violation of Section 9.20(c) of the Credit Agreement (the “Preferred Issuance Event of Default”), (C) the Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the Borrower’s permitting to exist Debt that is not otherwise permitted by Section 9.02 of the Credit Agreement in respect of accounts payable that are greater than 90 days past due and not otherwise being contested in good faith by appropriate proceedings (the “Indebtedness Event of Default”), (D) any Event of Default that has occurred and is continuing under Section 6 of the Third Amendment as a result of the Borrower’s or its Subsidiaries’ failure to provide the Administrative Agent with a Mortgage sufficient to create a first priority, perfected Lien (subject only to Specified Liens) in favor of the Secured Parties in the North Fork Pipeline and to deliver certain legal opinions in connection therewith on or before January 9, 2015 (the “North Fork Documentation Event of Default”), (E) the Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the payment by the Borrower of Series C Preferred Dividends and Series D Preferred Dividends on March 2, 2015 in violation of Section 9.04(a) of the Credit Agreement, since the Events of Default specified in this paragraph had occurred and were continuing as of the date of such payment (the “Restricted Payment Event of Default”) and (F) any Event of Default that has occurred and is continuing under Section 10.01(g) of the Credit Agreement with respect to the Events of Default specified in this paragraph, to the extent they also constitute Events of Default under the Second Lien Term Loan Agreement, which constitutes Material Indebtedness (the “Second Lien Cross Defaults”, and together with the Asset Coverage Event of Default, the

[WAIVER AND Fourth AMENDMENT TO CREDIT AGREEMENT

AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT]

001955-0001-16872396.13

Preferred Issuance Event of Default, the Indebtedness Event of Default, the North Fork Documentation Event of Default, and the Restricted Payment Event of Default, collectively, the “Specified Events of Default”).

C. Now, therefore, to induce the Administrative Agent and the Lenders to enter into this Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

A G R E E M E N T S

Section 1.Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Amendment. Unless otherwise indicated, all section references in this Amendment refer to sections of the Credit Agreement.

Section 2.Amendments to Credit Agreement.

2.1Amendments to Section 1.02 of the Credit Agreement.

(a)The definitions of “Borrowing Base Adjustment Provisions” and “Liquidity” in Section 1.02 of the Credit Agreement are hereby restated in their entirety to read as follows:

“Borrowing Base Adjustment Provisions” means Section 2.07(e), Section 3.04(c)(iv), Section 8.13(c), Section 9.12(d) and Section 9.20(c) and any other provisions hereunder which adjust the amount of the Borrowing Base.

“Liquidity” means, at any time, the amount of the Loans that are then available for borrowing.

(b)The Borrowing Base Utilization Grid contained in the definition of “Applicable Margin” in Section 1.02 of the Credit Agreement is hereby restated in its entirety to read as follows:



Borrowing Base Utilization Grid
Borrowing Base Utilization Percentage	<25%	≥ 25%, but <50%	≥ 50%, but <75%	≥ 75%, but <90%	≥ 90%, but ≤100%
ABR Loans	3.00%	3.25%	3.50%	3.75%	4.00%
Eurodollar Loans	4.00%	4.25%	4.50%	4.75%	5.00%
Commitment Fee Rate	0.50%	0.50%	0.75%	0.75%	0.75%

(c)The following new defined terms shall be inserted in Section 1.02 of the Credit Agreement in the proper alphabetical order to read as follows:

[WAIVER AND Fourth AMENDMENT TO CREDIT AGREEMENT

AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT]

001955-0001-16872396.13

“Capex Conditions” means the Administrative Agent and the Majority Lenders have received evidence reasonably satisfactory to them that (a) each well located in the North Fork Field described in APOD A and drilled after the Third Amendment Effective Date has a daily average of gross production of Hydrocarbons (calculated at the wellhead) of at least 2,200 mcf per day for a minimum of 30 consecutive days, and (b) the aggregate Capital Expenditures made in respect of each such well do not exceed the Budgeted Gross Capital Expenditures (including any permitted variance) reflected in APOD A (as amended hereby) for such wells.

“Designated Tax Credit Certificate Payments” means each of the March Tax Credit Certificate Payments and the July Tax Credit Certificate Payments.

“Field Audit” means a field examination conducted by a Field Auditor of the

Borrower’s and its Subsidiaries’ accounts payable and books and records related thereto, and any other items deemed necessary by the Administrative Agent.

“Field Auditor” means any auditors, appraisers or other advisors who may be retained by the Administrative Agent and Majority Lenders with the consent of the Borrower (not to be unreasonably withheld or delayed).

“Fourth Amendment” means that certain Waiver and Fourth Amendment to Credit Agreement dated as of March 11, 2015 among the Borrower, the Lenders party thereto and the Administrative Agent.

“Fourth Amendment Effective Date” means the date on which the conditions specified in Section 5 of the Fourth Amendment are satisfied (or waived in accordance with Section 12.02 of the Credit Agreement).

“March Tax Credit Certificate Payments” means the Tax Credit Certificate Payments submitted on October 30, 2014 and expected to be received in March 2015 in an approximate amount of $20,615,893.

“July Tax Credit Certificate Payments” means the Tax Credit Certificate Payments submitted on January 31, 2015, and resubmitted on March 6, 2015, and expected to be received in July 2015 in an approximate amount of $33,046,103.

“Subject Preferred Equity Interests” means any preferred Equity Interests issued by the Borrower with a stated liquidation preference, in the aggregate with all other preferred Equity Interests issued by the Borrower on or after the Closing Date, in excess of $63,704,550.

2.2Amendments to Section 3.04(c) of the Credit Agreement. A new Section 3.04(c)(vii) is hereby added to the Credit Agreement to read as follows:

(vii) Upon Issuance of Subject Preferred Equity Interests. Upon any adjustments to the Borrowing Base pursuant to Section 9.20(c), if a Borrowing Base Deficiency results from such adjustment, then the Borrower shall prepay the Borrowings in an aggregate principal amount equal to such Borrowing Base Deficiency. If a Borrowing Base Deficiency remains after prepaying all of the Borrowings as a result of an LC Exposure, the Borrower shall Cash Collateralize such remaining deficiency as provided in Section 2.08(j). The Borrower shall

[WAIVER AND Fourth AMENDMENT TO CREDIT AGREEMENT

AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT]

001955-0001-16872396.13

be obligated to make such prepayment and/or deposit of Cash Collateral on the date it or any Subsidiary receives proceeds as a result of the issuance of Subject Preferred Equity Interests.

2.3Amendment to Section 8.16 of the Credit Agreement. Section 8.16 of the Credit Agreement is hereby amended to add the following sections to read as follows:

(f) On or prior to the date that is 60 days after the Fourth Amendment Effective Date (or such later date that is approved by the Administrative Agent in its sole discretion), the Borrower shall deliver evidence satisfactory to the Administrative Agent that a Mortgage from Anchor Point Energy, LLC, encumbering the North Fork Pipeline, has been duly recorded and is effective to create first priority, perfected Liens (subject only to Specified Liens) in favor of the Administrative Agent for the benefit of the Secured Parties.

(g) On or before April 30, 2015, the Borrower shall have received at least $10,000,000 of net cash proceeds from the issuance of preferred Equity Interests in compliance with Section 9.20(c) and otherwise in accordance with this Agreement.

(h) On or before March 31, 2015, the Field Auditor shall have begun (and the Borrower and its Subsidiaries shall be cooperating with) a Field Audit of accounts payable of the Borrower and its Subsidiaries, such Field Audit to be completed no later than April 17, 2015 and the procedures and results of such Field Audit shall be reasonably satisfactory to the Majority Lenders in all respects.

(i) On or prior to the date that is 30 days after the Fourth Amendment Effective Date (or such later date that is approved by the Administrative Agent in its sole discretion), the Borrower shall deliver evidence satisfactory to the Administrative Agent that a Mortgage from Savant Alaska, LLC encumbering the Oil and Gas Properties acquired pursuant to the Savant Acquisition, has been duly recorded and is effective to create first priority, perfected Liens (subject only to Specified Liens) in favor of the Administrative Agent for the benefit of the Secured Parties.

(j) On or before May 1, 2015, the Borrower shall deliver to the Administrative Agent an Engineering Report prepared by or under the supervision of the chief engineer of the Borrower dated as of April 15, 2015, which Engineering Report will serve as the basis for an Interim Redetermination (which Interim Redetermination shall be in addition to any other Interim Redetermination which may be elected by the Required Lenders pursuant to Section 2.07) with such Interim Redetermination to be completed on or before June 1, 2015.

(k) Contemporaneously with the delivery of the Mortgages required by Section 8.16(f) and Section 8.16(i), the Borrower shall cause to be delivered to the Administrative Agent an opinion of (i) Davis Wright Tremaine LLP, Alaska counsel for the Administrative Agent, and/or (ii) local counsel in each other jurisdiction requested by the Administrative Agent, in each case, in form and substance satisfactory to the Administrative Agent in its sole discretion.

for.

[WAIVER AND Fourth AMENDMENT TO CREDIT AGREEMENT

AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT]

001955-0001-16872396.13

2.4Amendment to Section 9.01(e) of the Credit Agreement. Section 9.01(e) of the Credit Agreement is hereby restated in its entirety to read as follows:

(e) The Borrower will not permit, at any time (i) prior to the date of receipt by the Borrower or any Subsidiary of the March Tax Credit Certificate Payments, its Liquidity to be less than $5,000,000 and (ii) on and after such date (and, in any event, on and after March 30, 2015), its Liquidity to be less than $10,000,000.

ow:

2.5Amendment to Section 9.04(a) of the Credit Agreement. Section 9.04(a)(iv) of the Credit Agreement is hereby restated in its entirety to read as follows:

(iv) the Borrower may declare or make, or agree to pay or make, payments of the Series B Preferred Dividend, the Series C Preferred Dividend, and the Series D Preferred Dividend so long as, in each case, immediately prior to and after giving effect to each such declaration, payment, or agreement to pay or make, as applicable, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Borrower is in pro forma compliance with Section 9.01 and (C) the amount of the Loans that are then available for borrowing is equal to or greater than $10,000,000

2.6Amendment to Section 9.01 of the Credit Agreement. A new Section 9.10(c) is hereby added to the Credit Agreement to read as follows:

(c) Notwithstanding the foregoing, the Borrower and any of its Subsidiaries may sell, transfer, discount or otherwise Dispose of any Designated Tax Credit Certificate Payment so long as (i) the Majority Lenders shall, in their sole discretion, be satisfied with the net cash proceeds received by the Borrower or any of its Subsidiaries in respect of such Disposition and (ii) the proceeds of such Disposition are applied as required by Section 9.27(a) of this Agreement.

2.7Amendment to Section 9.12 of the Credit Agreement. Section 9.12 of the Credit Agreement is hereby amended to (i) move the word “and” from the end of clause (k) to the end of clause (l) and (ii) to add a new clause (m) to read as follows:

(m) Dispositions of hedging positions in respect of Swap Agreements with an aggregate Swap Agreement PV of all such hedge positions Disposed of pursuant to this clause (m) not to exceed the lesser of (A) $5,000,000 or (B) 15% of the aggregate Swap Agreement PV at the time of the first such Disposition of hedging positions; provided that notwithstanding anything herein to the contrary, so long as no Designated Tax Credit Certificate Payments have been received or been Disposed of pursuant to Section 9.10(c), the Borrowing Base shall not be adjusted in connection with any Disposition permitted by this clause (m); provided further, that if any Designated Tax Credit Certificate Payments have been received or been Disposed of pursuant to Section 9.10(c) then (i) the Borrowing Base shall be adjusted to remove the Borrowing Base value of such hedge positions so Disposed of to the extent required by Section 2.07(e) and (ii) the proceeds of such Disposition of hedging positions shall be applied as required by Section 3.04(c)(iii), to the extent required, and thereafter to repay Borrowings (or Cash Collateralize any LC Exposure, if all Borrowing have been repaid).

[WAIVER AND Fourth AMENDMENT TO CREDIT AGREEMENT

AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT]

001955-0001-16872396.13

2.8Amendments to Section 9.20(c) of the Credit Agreement. The proviso to Section 9.20(c) of the Credit Agreement is hereby restated in its entirety to read as follows:

provided that, the Borrower may issue additional preferred Equity Interests so long as (i) the aggregate stated liquidation preference of all such preferred Equity Interests issued after the Effective Date shall not exceed $100,000,000 on the date of issuance, (ii) the terms and conditions of any such preferred Equity Interest are no more onerous to the Borrower than those contained in either the Series C Preferred Stock or the Series D Preferred Stock, and (iii) upon the issuance of additional preferred Equity Interests (A) the Borrower will furnish to the Administrative Agent prompt written notice of such issuance and (B) to the extent that the Borrower issues Subject Preferred Equity Interests, the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated liquidation preference of such Subject Preferred Equity Interests, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Agents, the Issuing Banks and the Lenders on such date until the next redetermination or modification thereof pursuant to the Borrowing Base Adjustment Provisions.

2.9Amendment to Section 9.24 of the Credit Agreement. Section 9.24 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Section 9.24. Permitted Capital Expenditures. The Borrower will not, and will not permit any Subsidiary or Miller 2009 Partnership to, use funds from any source (including proceeds of the Second Lien Loans and amounts on deposit in the Collections Account) to make any Capital Expenditures, other than (a) from and including the Fourth Amendment Effective Date and through and including the date on which the Capex Conditions are satisfied, Mandatory Capital Expenditures, and (b) thereafter until the completion of APOD A and APOD B, Permitted Capital Expenditures. For the avoidance of doubt, the restrictions in this Section 9.24 do not apply to Capital Expenditures made on behalf of the Borrower or any of its Subsidiaries by a third party in connection with any joint venture or other transaction in which the Borrower or such Subsidiary has a carried interest.

2.10Amendments to Article IX of the Credit Agreement. Article IX of the Credit Agreement is hereby amended to add a new Section 9.27 in the correct numerical order as follows:

Section 9.27 Additional 2015 Tax Credit Certificate Payments.

(a) Immediately upon receipt by the Borrower or any Subsidiary of the March Tax Credit Certificate Payments (or any net cash proceeds from the Disposition thereof permitted by Section 9.10(b)), (i) the Borrower will repay Borrowings (and Cash Collateralize any LC Exposure, if all Borrowings have been repaid) in an amount equal to such March Tax Credit Certificate Payments (or the net cash proceeds from the Disposition thereof) and (ii) the Borrowing Base in effect immediately prior to receipt of the March Tax Credit Certificate Payments will be automatically reduced by $5,000,000.

(b) Immediately upon receipt by the Borrower or any Subsidiary of the July Tax Credit Certificate Payments (or any net cash proceeds from the Disposition thereof

[WAIVER AND Fourth AMENDMENT TO CREDIT AGREEMENT

AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT]

001955-0001-16872396.13

permitted by Section 9.10(b)) the Borrower will repay Borrowings (and Cash Collateralize any LC Exposure, if all Borrowings have been repaid) in an amount equal to such July Tax Credit Certificate Payments (or the net cash proceeds from the Disposition thereof) and, if the Borrower or any Subsidiary receives any such July Tax Credit Certificate Payments prior to the effective date of the August 1, 2015 Scheduled Redetermination (such date, the “August Redetermination Effective Date”), then, during the period beginning on the date such July Tax Credit Certificate Payments are received and ending on the August Redetermination Effective Date, the Borrower will not permit the sum of the Revolving Credit Exposures of the Lenders to exceed an amount equal to the difference of (A) $20,000,000 minus (B) the amount, if any,by which the Borrowing Base has been reduced pursuant clause (i) of the second proviso to Section 9.12(m).

2.11Amendment to APOD A. Exhibit A to the Third Amendment shall be amended and restated in its entirety as set forth on Exhibit A hereto.

2.12Amendment to Guarantee and Collateral Agreement. Schedule 2 to the Guarantee and Collateral Agreement shall be amended and restated in its entirety as set forth on Exhibit B hereto.

Section 3.Borrowing Base. For the period from and including the Fourth Amendment Effective Date to but excluding the next Redetermination Date, the amount of the Borrowing Base shall be $45,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject to further adjustments from time to time pursuant to the Borrowing Base Adjustment Provisions.

Section 4.Waiver and Consent.

4.1Waiver of Specified Events of Default. The Lenders hereby agree, subject to the terms and conditions of this Amendment, to waive (a) the Indebtedness Event of Default to the extent such Event of Default occurred prior to the Fourth Amendment Effective Date, (b) the Preferred Issuance Event of Default, (c) the Asset Coverage Ratio Event of Default, but only with respect to each Asset Coverage Test Date occurring during the period from the Fourth Amendment Effective Date through (but excluding) the April 30, 2015 Asset Coverage Test Date, (d) without limiting the obligations of the Borrower under Section 8.16(f) of the Credit Agreement, as amended hereby, the North Fork Documentation Event of Default, (e) the Restricted Payment Event of Default, and (f) the Second Lien Cross Defaults.

4.2No Other Waivers. Except for the limited waivers set forth in Section 4.1 above, nothing contained in this Amendment shall be construed as a waiver by the Administrative Agent or any Lender of any covenant or provision of the Credit Agreement or any other Loan Document, and the failure of the Administrative Agent or any Lender at any time or times hereafter to require strict performance by any Loan Party of any provision hereof or thereof shall not waive, affect or diminish any right of the Administrative Agent or any Lender to thereafter demand strict compliance therewith. The Administrative Agent and each Lender hereby reserves all rights granted under the Credit Agreement and the other Loan Documents with respect to any Default or Event of Default that has occurred and is continuing or may hereafter occur (other than the Specified Events of Default to the extent set forth in Section 4.1 above).

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Section 5.Conditions Precedent. This Amendment shall become effective on the date (such date, the “Fourth Amendment Effective Date”) when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):

(a)The Administrative Agent shall have received from the Majority Lenders, the Administrative Agent, the Borrower and each Guarantor, counterparts (in such number as may be reasonably requested by the Administrative Agent) of this Amendment signed on behalf of such Person.

(b)The Borrower shall have executed and delivered the Fourth Amendment Fee Letter dated as of March 11, 2015 (the “Fourth Amendment Fee Letter”) to the Administrative Agent.

(c)The Administrative Agent shall be reasonably satisfied that, substantially contemporaneously with the effectiveness of this Amendment, that the terms of the Second Lien Term Loan Agreement will be amended in form and substance reasonably acceptable to the Administrative Agent.

(d)No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of, and the transactions contemplated by, this Amendment and the contemporaneous amendment to the Second Lien Term Loan Agreement.

(e)The Borrower shall have paid to the Administrative Agent all costs, fees and expenses due and payable pursuant to the Credit Agreement, including (a) all fees payable under the Fourth Amendment Fee Letter, payable on the Fourth Amendment Effective Date, including upfront fees for the account of each Lender equal to 0.40% of the amount of each Lender’s allocated share of the Borrowing Base after giving effect to Section 3 of this Amendment, and (b) to the extent invoiced, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement, including all invoiced costs, fees, and expenses due and payable to Simpson Thacher & Bartlett LLP and McAfee & Taft, a Professional Corporation.

(f)The Administrative Agent shall have received such other documents and information as the Administrative Agent or its counsel shall have reasonably requested.

Section 6.Miscellaneous.

6.1Confirmation. The provisions of the Credit Agreement, as amended by this Amendment, remain in full force and effect following the effectiveness of this Amendment.

6.2Release. In consideration of the Administrative Agent’s and the Lenders’ willingness to enter into this Amendment, each Loan Party hereby releases and forever discharges the Administrative Agent and each Lender and each of their respective Related Parties (all of the foregoing, collectively, the “Lender Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, including, without limitation, all claims, demands and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted (all

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of the above, collectively, “Claims”), that existed, arose or occurred at any time on or before the date of this Amendment, which any Loan Party may have or claim to have against any of the Lender Group in any way related to or connected with the Loan Documents or the transactions contemplated thereby.

6.3Ratification and Affirmation; Representations and Warranties. Each of the Borrower and each Guarantor hereby:

(a)acknowledges the terms of this Amendment;

(b)ratifies and affirms their respective obligations, and acknowledges their respective continued liability, under each Loan Document to which it is a party (including with respect to all of the Liens securing the payment and performance of the Secured Obligations) and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby;

(c)represents and warrants to the Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the date of the Credit Agreement remain in full force and effect and have not been amended or otherwise modified; and

(d)represents and warrants to the Lenders that as of the date hereof, immediately after giving effect to the terms of this Amendment, (i) the representations and warranties of the Borrower and the Guarantors set forth in the Credit Agreement, as amended hereby, and in the other Loan Documents are true and correct in all material respects (unless such representation and warranty is already qualified by materiality, in which case such representation or warranty is simply true and correct) on and as of the date hereof, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties continue to be true and correct as aforesaid as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing, and (iii) no event, development or circumstance has occurred or exists that has resulted in, or could reasonably be expected to have, a Material Adverse Effect.

6.4Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart hereof.

6.5NO ORAL AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

6.6GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.7Payment of Expenses. In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out‑of-pocket

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costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel.

6.8Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

6.9Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties to the Credit Agreement and their respective successors and permitted assigns.

6.10Loan Document. Each of this Amendment and the Third Amendment Fee Letter is a Loan Document.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.



BORROWER:	MILLER ENERGY RESOURCES, INC.

		By:	/s/ Carl F. Giesler, Jr.
			Carl F. Giesler, Jr.
			Chief Executive Officer


GUARANTORS:	MILLER DRILLING, TN LLC

		By:	MILLER ENERGY RESOURCES, INC.,
			its Sole Member

			By:	/s/ Carl F. Giesler, Jr.
				Carl F. Giesler, Jr.
				Chief Executive Officer

		MILLER ENERGY SERVICES, LLC

		By:	MILLER ENERGY RESOURCES, INC.,
			its Sole Manager

			By:	/s/ Carl F. Giesler, Jr.
				Carl F. Giesler, Jr.
				Chief Executive Officer

		MILLER ENERGY GP, LLC

		By:	MILLER ENERGY RESOURCES, INC.,
			its Sole Manager

			By:	/s/ Carl F. Giesler, Jr.
				Carl F. Giesler, Jr.
				Chief Executive Officer

		MILLER RIG & EQUIPMENT, LLC

		By:	MILLER ENERGY RESOURCES, INC.,
			its Sole Manager

			By:	/s/ Carl F. Giesler, Jr.
				Carl F. Giesler, Jr.
				Chief Executive Officer

Signature Page to Waiver and Fourth Amendment to Credit Agreement

and Second Amendment to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)



COOK INLET ENERGY, LLC

By:	/s/ David M. Hall
	David M. Hall
	Manager and Chief Executive Officer

EAST TENNESSEE CONSULTANTS, INC.

By:	/s/ David M. Hall
	David M. Hall
	Chief Operating Officer

EAST TENNESSEE CONSULTANTS II, L.L.C.

By:	/s/ David M. Hall
	David M. Hall
	Chief Operating Officer

ANCHOR POINT ENERGY, LLC
By:	Cook Inlet Energy, LLC, its Manager

	By:	/s/ David M. Hall
		David M. Hall
		Chief Operating Officer

SAVANT ALASKA, LLC
By:	Miller Energy Resources, Inc., its sole member

	By:	/s/ Carl F. Giesler, Jr.
		Carl F. Giesler, Jr.
		Chief Executive Officer

NUTAAQ OPERATING, LLC
By:	Savant Alaska, LLC, its sole member

	By:	/s/ Carl F. Giesler, Jr.
		Carl F. Giesler, Jr.
		Chief Executive Officer

Signature Page to Waiver and Fourth Amendment to Credit Agreement

and Second Amendment to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)



		KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Bank and as a Lender

		By:	/s/ George E. McKean
		Name:	George E. McKean
		Title:	Senior Vice President

Signature Page to Waiver and Fourth Amendment to Credit Agreement

and Second Amendment to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)



		CIT FINANCE LLC, as a Lender

		By:	/s/ John Feeley
		Name:	John Feeley
		Title:	Director

Signature Page to Waiver and Fourth Amendment to Credit Agreement

and Second Amendment to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)



		MUTUAL OF OMAHA BANK, as a Lender

		By:	/s/ Keith Miller
		Name:	Keith Miller
		Title:	Senior Energy Lender

Signature Page to Waiver and Fourth Amendment to Credit Agreement

and Second Amendment to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)



		ONEWEST BANK N.A., as a Lender

		By:	/s/ Sean Murphy
		Name:	Sean Murphy
		Title:	Executive Vice President

Signature Page to Waiver and Fourth Amendment to Credit Agreement

and Second Amendment to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)

Exhibit A

APOD A



Field	Well ID	Budgeted Gross Capital Expenditures	Permitted Variance
REDOUBT
	RU-7	$7,000,000	10%

Following RU-7, any three of the following four wells in the Redoubt Unit, as determined by Borrower:
	RU-3	$7,000,000	10%
	RU-4	$7,000,000	10%
	RU-5	$4,000,000	10%
	RU-6	$4,000,000	10%

NORTH FORK:
Any four of the following six wells, as determined by Borrower:
	NF-24-26	$9,000,000	10%
	NF-42-36	$9,000,000	10%
	NF-9	$5,000,000	10%
	NF-10	$5,000,000	10%
	NF-11	$5,000,000	10%
	NF-12	$5,000,000	10%

Notwithstanding the permitted individual well variance, the aggregate variance on all wells shall not exceed 10%.

Exhibit A

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Exhibit B

Schedule 2

DESCRIPTION OF PLEDGED SECURITIES

Pledged Securities:



Owner	Issuer	Class of Stock or other Equity Interest	Ownership Interest/No. of Shares/Units	Certificated or Uncertificated
Miller Energy Resources, Inc.	Cook Inlet Energy, LLC	Membership interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	East Tennessee Consultants, Inc.	Common Stock	1000 shares 100%	Certificated (Certificate No. 005)
Miller Energy Resources, Inc.	East Tennessee Consultants II, L.L.C.	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Miller Drilling, TN LLC	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Miller Energy Services, LLC	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Miller Energy GP, LLC	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Miller Rig & Equipment, LLC	Membership Interest in LLC	100%	Uncertificated
Cook Inlet Energy, LLC	Anchor Point Energy, LLC	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Savant Alaska, LLC	Membership Interest in LLC	100%	Uncertificated
Savant Alaska, LLC	Nutaaq Operating LLC	Membership Interest in LLC	100%	Uncertificated

Pledged Notes:

NONE.

Exhibit B

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AND SECOND AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT]

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Execution Version

Waiver and Amendment No. 5 to Credit Agreement

and

Amendment No. 3 to Guarantee and Collateral Agreement

dated as of March 11, 2015

among

Miller Energy Resources, Inc.,

as Borrower,

the Guarantors party hereto,

Apollo Investment Corporation,

as Administrative Agent,

and

the Lenders Party Hereto

WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT

AND

AMENDMENT NO. 3 TO GUARANTEE AND COLLATERAL AGREEMENT

This Waiver and Amendment No. 5 to Credit Agreement and Amendment No. 3 to Guarantee and Collateral Agreement (this “Amendment”) dated as of March 11, 2015, is among MILLER ENERGY RESOURCES, INC., a corporation duly formed and existing under the laws of the State of Tennessee, the Guarantors party hereto, each of the Lenders party hereto, and APOLLO INVESTMENT CORPORATION, as Administrative Agent.

R E C I T A L S

A. The Borrower, the Administrative Agent and the Lenders are parties to the Amended and Restated Credit Agreement dated as of February 3, 2014 (as amended by Amendment No. 1 to Credit Agreement dated as of June 2, 2014, Amendment No. 2 to Credit Agreement dated as of August 11, 2014, Amendment No. 3 to Credit Agreement dated as of August 19, 2014, and Waiver and Amendment No. 4 to Credit Agreement and Amendment No. 2 to Guarantee and Collateral Agreement dated as of December 10, 2014 (the “Fourth Amendment”), and as otherwise amended, restated, supplemented or modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain extensions of credit available to the Borrower.

B. At the Borrower’s request, the Administrative Agent and each of the Lenders party hereto have agreed, subject to the terms and conditions herein, to (i) amend certain terms and provisions of the Credit Agreement and the Guarantee and Collateral Agreement as herein set forth, and (ii) waive (A) any Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the Loan Parties’ failure to maintain a ratio of (a) the NYMEX Value of the total Proved Developed Reserves of the Loan Parties as shown on the most recently delivered Reserve Report, to (b) Total Debt, equal to or in excess of 1.10 to 1.00 in accordance with Section 9.01(e) of the Credit Agreement (the “Asset Coverage Event of Default”), (B) the Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the Borrower’s issuance of preferred Equity Interests with a stated liquidation preference in excess of $50,000,000 in violation of Section 9.20(c) of the Credit Agreement (the “Preferred Issuance Event of Default”), (C) the Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the Borrower’s permitting to exist Debt that is not otherwise permitted by Section 9.02 of the Credit Agreement in respect of accounts payable that are greater than 90 days past due and not otherwise being contested in good faith by appropriate proceedings (the “Indebtedness Event of Default”), (D) any Event of Default that has occurred and is continuing under Section 6 of the Fourth Amendment as a result of the Borrower’s or its Subsidiaries’ failure to provide the Administrative Agent with a Mortgage sufficient to create a first priority, perfected Lien (subject only to Specified Liens) in favor of the Secured Parties in the North Fork Pipeline and to deliver certain legal opinions in connection therewith on or before January 9, 2015 (the “North Fork Documentation Event of Default”), (E) the Event of Default that has occurred and is continuing under Section 10.01(d) of the Credit Agreement resulting from the payment by the Borrower of Series C Preferred Dividends and Series D Preferred Dividends on March 2, 2015 in violation of Section 9.04(a) of the Credit Agreement, since the Events of Default specified in this paragraph had occurred and were continuing as of the date of such payment (the “Restricted Payment Event of Default”) and (F) any Event of Default that has occurred and is continuing under Section 10.01(g) of the Credit Agreement with respect to the Events of Default specified in this paragraph, to the extent they also constitute Events of Default under the First Lien Credit Agreement, which constitutes Material Indebtedness (the “First Lien Cross Defaults”, and together with the Asset Coverage Event of Default, the

A G R E E M E N T S

Section 2.Amendments to Credit Agreement.

2.1Amendments to Section 1.02 of the Credit Agreement.

(a)The definitions of “Additional Interest Discharge Date” and “Liquidity” in Section 1.02 of the Credit Agreement shall be amended and restated in their entirety to read as follows:

“Additional Interest Discharge Date” means the date, on or before May 31, 2015, on which the Borrower provides evidence satisfactory to the Administrative Agent and the Lenders in their sole discretion that the Borrower has received net cash proceeds of at least $20,000,000 in the aggregate from the issuance, on or after the Fifth Amendment Effective Date, of preferred Equity Interests in compliance with Section 9.20(c) and otherwise in accordance with the terms of this Agreement.

“Liquidity” means, at any time, the amount of the First Lien Loans that are then available for borrowing.

(b) The following new defined terms shall be inserted in Section 1.02 of the Credit Agreement in the proper alphabetical order to read as follows:

“Capex Conditions” means the Administrative Agent and the Majority Lenders have received evidence reasonably satisfactory to them that (a) each well located in the North Fork Field described in APOD A and drilled after the Fourth Amendment Effective Date has a daily average of gross production of Hydrocarbons (calculated at the wellhead) of at least 2,200 mcf per day for a minimum of 30 consecutive days, and (b) the aggregate Capital Expenditures made in respect of each such well do not exceed the Budgeted Gross Capital Expenditures (including any permitted variance) reflected in APOD A (as amended hereby) for such wells.

“Designated Tax Credit Certificate Payments” means each of the March Tax Credit Certificate Payments and the July Tax Credit Certificate Payments.

“Fifth Amendment” means that certain Waiver and Amendment No. 5 to Credit Agreement dated as of March 11, 2015 among the Borrower, the Guarantors, the Lenders party thereto and the Administrative Agent.

“Field Audit” means a field examination conducted by a Field Auditor of the Borrower’s and its Subsidiaries’ accounts payable and books and records related thereto, and any other items deemed necessary by the Administrative Agent.

“Fifth Amendment Effective Date” means the date on which the conditions specified in Section 5 of the Fifth Amendment are satisfied (or waived in accordance with Section 12.02 of the Credit Agreement).

“March Tax Credit Certificate Payments” means the Tax Credit Certificate Payments submitted on October 30, 2014 and expected to be received in March 2015 in an approximate amount of $20,615,893.

“July Tax Credit Certificate Payments” means the Tax Credit Certificate Payments submitted on January 31, 2015 and expected to be received in July 2015 in an approximate amount of $33,046,103.

2.2 Amendment to Section 3.02(f) of the Credit Agreement. Section 3.02(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(f) Additional Interest. From and after the Fifth Amendment Effective Date and through but excluding the Additional Interest Discharge Date, the Loans shall bear additional interest at a rate equal to: (i) 1.00% payable in cash (to be paid on each Interest Payment Date and the Maturity Date, as applicable) plus (ii) 2.00% payable in kind. From and after the Additional Interest Discharge Date, the Loans shall bear additional interest at a rate equal to (i) 1.00% payable in cash (to be paid on each Interest Payment Date and the Maturity Date, as applicable) plus (ii) 1.00% payable in kind. Any additional interest payable in kind pursuant to this Section shall increase the principal amount of the Loans by the accrued amount of additional interest on each Interest Payment Date and the Maturity Date, as the case may be. For the avoidance of doubt, the additional interest payable under this Section 3.02(f) shall be in addition to the applicable interest payable pursuant to Section 3.02(a) and Section 3.02(b), as applicable.

2.3Amendment to Section 8.16 of the Credit Agreement. Section 8.16 of the Credit Agreement is hereby amended to add the following sections to read as follows:

(f) On or prior to the date that is 60 days after the Fifth Amendment Effective Date (or such later date that is approved by the Administrative Agent in its sole discretion), the Borrower shall deliver evidence satisfactory to the Administrative Agent that a Mortgage from Anchor Point Energy, LLC, encumbering the North Fork Pipeline, has been duly recorded and is effective to create first priority, perfected Liens (subject only to Specified Liens) in favor of the Administrative Agent for the benefit of the Secured Parties.

(i) On or prior to the date that is 30 days after the Fifth Amendment Effective Date (or such later date that is approved by the Administrative Agent in its sole discretion), the Borrower shall deliver evidence satisfactory to the Administrative Agent that a Mortgage from Savant Alaska, LLC encumbering the Oil and Gas Properties acquired pursuant to the Savant Acquisition, has been duly recorded and is effective to create first priority, perfected Liens (subject only to Specified Liens) in favor of the Administrative Agent for the benefit of the Secured Parties.

(j) On or before May 1, 2015, the Borrower shall deliver to the Administrative Agent a copy of the Engineering Report (as defined in the First Lien Credit Agreement as in effect on the Fifth Amendment Effective Date) prepared by or under the supervision of the chief engineer of the Borrower dated as of April 15, 2015, as required by Section 8.16(j) of the First Lien Credit Agreement (as in effect on the Fifth Amendment Effective Date).

2.4Amendment to Section 9.01(f) of the Credit Agreement. Section 9.01(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(f) The Borrower will not permit, at any time (i) prior to the date of receipt by the Borrower or any Subsidiary of the March Tax Credit Certificate Payments, its Liquidity to be less than $5,000,000 and (ii) on and after such date (and, in any event, on and after March 30, 2015), its Liquidity to be less than $10,000,000.

2.5Amendments to Section 9.04(a) of the Credit Agreement. Section 9.04(a)(iv) of the Credit Agreement is hereby restated in its entirety to read as follows:

(iv) the Borrower may declare or make, or agree to pay or make, payments of the Series B Preferred Dividend, the Series C Preferred Dividend, and the Series D Preferred Dividend so long as, in each case, immediately prior to and after giving effect to each such declaration, payment or agreement to pay or make, as applicable, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Borrower is in pro forma compliance with Section 9.01 and (C) the amount of the First Lien Loans that are then available for borrowing is equal to or greater than $10,000,000.

2.6Amendments to Section 9.10 of the Credit Agreement. A new Section 9.10(c) is hereby added to the Credit Agreement to read as follows:

2.7Amendment to Section 9.20(c) of the Credit Agreement. The proviso to Section 9.20(c) of the Credit Agreement is hereby restated in its entirety to read as follows:

2.8Amendment to Section 9.25 of the Credit Agreement. Section 9.25 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“9.25 Permitted Capital Expenditures.

(a) The Borrower will not, and will not permit any Subsidiary or Miller 2009 Partnership to, use funds from any source (including proceeds of the First Lien Loans and amounts on deposit in the Collections Account) to make any Capital Expenditures, other than (a) from and including the Fifth Amendment Effective Date and through and including the date on which the Capex Conditions are satisfied, Mandatory Capital Expenditures, and (b) thereafter until the completion of APOD A and APOD B, Permitted Capital Expenditures. For the avoidance of doubt, the restrictions in this Section 9.25 do not apply to Capital Expenditures made on behalf of the Borrower or any of its Subsidiaries by a third party in connection with any joint venture or other transaction in which the Borrower or such Subsidiary has a carried interest.”

2.9Amendment to Section 10.01(t) of the Credit Agreement. Section 10.01(t) of the Credit Agreement is hereby deleted in its entirety and marked “Reserved.”

2.10Amendment to APOD A. Exhibit A to the Fourth Amendment shall be amended and restated in its entirety as set forth on Exhibit A hereto.

Section 3.Amendment to Guarantee and Collateral Agreement. Schedule 2 to the Guarantee and Collateral Agreement shall be amended and restated in its entirety as set forth on Exhibit B hereto.

Section 4.Waivers and Consent.

4.1Waiver of Specified Events of Default. The Lenders hereby agree, subject to the terms and conditions of this Amendment, to waive (a) the Indebtedness Event of Default to the extent such Event of

Default occurred prior to the Fifth Amendment Effective Date, (b) the Preferred Issuance Event of Default, (c) the Asset Coverage Ratio Event of Default, but only with respect to each Asset Coverage Test Date occurring during the period from the Fourth Amendment Effective Date through (but excluding) the April 30, 2015 Asset Coverage Test Date, (d) without limiting the obligations of the Borrower under Section 8.16(f) of the Credit Agreement, as amended hereby, the North Fork Documentation Event of Default, (e) the Restricted Payment Event of Default, and (f) the First Lien Cross Defaults.

Section 5.Conditions Precedent. This Amendment shall become effective on the date (such date, the “Fifth Amendment Effective Date”) when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement):

(b)The Borrower shall have executed and delivered the Fifth Amendment Fee Letter dated as of March 11, 2015 (the “Fifth Amendment Fee Letter”) to the Administrative Agent.

(c)The Administrative Agent shall be reasonably satisfied that, substantially contemporaneously with the effectiveness of this Amendment, that the terms of the First Lien Credit Agreement will be amended in form and substance reasonably acceptable to the Administrative Agent.

(e)The Borrower shall have paid to the Administrative Agent all costs, fees and expenses due and payable pursuant to the Credit Agreement, including (a) all fees payable under the Fifth Amendment Fee Letter, payable on the Fifth Amendment Effective Date and (b) to the extent invoiced, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement, including all invoiced costs, fees, and expenses due and payable to Bracewell & Giuliani LLP.

(f)The Administrative Agent shall have received such other documents and information as the Administrative Agent or its counsel shall have reasonably requested.

Section 6.Miscellaneous.

6.1Confirmation. The provisions of the Credit Agreement, as amended by this Amendment, remain in full force and effect following the effectiveness of this Amendment.

6.3Ratification and Affirmation; Representations and Warranties. Each of the Borrower and each Guarantor hereby:

(a)acknowledges the terms of this Amendment;

(c)represents and warrants to the Lenders that the resolutions and governing documents certified to the Administrative Agent and the Lenders by such Loan Party on the Amendment No. 1 Effective Date remain in full force and effect and have not been amended or otherwise modified; and

(e)Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed counterpart hereof.

6.4NO ORAL AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

6.5GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.6Payment of Expenses. In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out‑of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees, charges and disbursements of counsel.

6.7Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

6.8Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties to the Credit Agreement and their respective successors and permitted assigns.

6.9Loan Document. Each of this Amendment and the Fourth Amendment Fee Letter is a Loan Document.

[SIGNATURES BEGIN NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.



BORROWER:	MILLER ENERGY RESOURCES, INC.

		By:	/s/ Carl F. Giesler, Jr.
			Carl F. Giesler, Jr.
			Chief Executive Officer


GUARANTORS:	MILLER DRILLING, TN LLC

		By:	MILLER ENERGY RESOURCES, INC.,
			its Sole Member

			By:	/s/ Carl F. Giesler, Jr.
				Carl F. Giesler, Jr.
				Chief Executive Officer

		MILLER ENERGY SERVICES, LLC

		By:	MILLER ENERGY RESOURCES, INC.,
			its Sole Manager

			By:	/s/ Carl F. Giesler, Jr.
				Carl F. Giesler, Jr.
				Chief Executive Officer

		MILLER ENERGY GP, LLC

		By:	MILLER ENERGY RESOURCES, INC.,
			its Sole Manager

			By:	/s/ Carl F. Giesler, Jr.
				Carl F. Giesler, Jr.
				Chief Executive Officer

		MILLER RIG & EQUIPMENT, LLC

		By:	MILLER ENERGY RESOURCES, INC.,
			its Sole Manager

			By:	/s/ Carl F. Giesler, Jr.
				Carl F. Giesler, Jr.
				Chief Executive Officer

Signature Page to Waiver and Amendment No. 5 to Credit Agreement

and

Amendment No. 3 to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)

#4688537.24



COOK INLET ENERGY, LLC

By:	/s/ David M. Hall
	David M. Hall
	Manager and Chief Executive Officer

EAST TENNESSEE CONSULTANTS, INC.

By:	/s/ David M. Hall
	David M. Hall
	Chief Operating Officer

EAST TENNESSEE CONSULTANTS II, L.L.C.

By:	/s/ David M. Hall
	David M. Hall
	Chief Operating Officer

ANCHOR POINT ENERGY, LLC

By:	COOK INLET ENERGY, LLC, its Manager

	By:	/s/ David M. Hall
		David M. Hall
		Chief Operating Officer

SAVANT ALASKA, LLC

By:	Miller Energy Resources, Inc. its sole member

	By:	/s/ Carl F. Giesler, Jr.
		Carl F. Giesler, Jr.
		Chief Executive Officer

NUTAAQ OPERATING, LLC

By:	Miller Energy Resources, Inc. its sole member

	By:	/s/ Carl F. Giesler, Jr.
		Carl F. Giesler, Jr.
		Chief Executive Officer

Signature Page to Waiver and Amendment No. 5 to Credit Agreement

and

Amendment No. 3 to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)

#4688537.24



APOLLO INVESTMENT CORPORATION, as Administrative Agent for the Lenders, and as a Lender

	By:	Apollo Investment Management, L.P.

		By:	ACC Management, LLC, as its
			General Partner

	By:	/s/ Ted Goldthorpe
	Name:	Ted Goldthorpe
	Title:	President

Signature Page to Waiver and Amendment No. 5 to Credit Agreement

and

Amendment No. 3 to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)

#4688537.24



		HIGHBRIDGE PRINCIPAL STRATEGIES - SPECIALTY LOAN FUND III, L.P., as a Lender

		By:	Highbridge Principal Strategies, LLC as Trading Manager

		By:	/s/ Marcus Colwell
		Name:	Marcus Colwell
		Title:	Managing Director

		HIGHBRIDGE PRINCIPAL STRATEGIES - SPECIALTY LOAN VG FUND, L.P., as a Lender

		By:	Highbridge Principal Strategies, LLC its Manager

		By:	/s/ Marcus Colwell
		Name:	Marcus Colwell
		Title:	Managing Director

		HIGHBRIDGE PRINCIPAL STRATEGIES - NDT SENIOR LOAN FUND, L.P., as a Lender

		By:	Highbridge Principal Strategies, LLC its trading Manager

		By:	/s/ Marcus Colwell
		Name:	Marcus Colwell
		Title:	Managing Director

		HIGHBRIDGE PRINCIPAL STRATEGIES - SPECIALTY LOAN INSTITUTIONAL FUND III, L.P., as a Lender

		By:	Highbridge Principal Strategies, LLC its Manager

		By:	/s/ Marcus Colwell
		Name:	Marcus Colwell
		Title:	Managing Director

Signature Page to Waiver and Amendment No. 5 to Credit Agreement

and

Amendment No. 3 to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)

#4688537.24



		HIGHBRIDGE SPECIALTY LOAN INSTITUTIONAL HOLDINGS LIMITED, as a Lender

		By:	Highbridge Principal Strategies, LLC, its investment manager

		By:	/s/ Marcus Colwell
		Name:	Marcus Colwell
		Title:	Managing Director

		HIGHBRIDGE AIGUILLES ROUGES SECTOR A INVESTMENT FUND, L.P., as a Lender

		By:	Highbridge Principal Strategies, LLC as manager

		By:	/s/ Marcus Colwell
		Name:	Marcus Colwell
		Title:	Managing Director

		HIGHBRIDGE SPECIALTY LOAN SECTOR A INVESTMENT FUND, L.P., as a Lender

		By:	Highbridge Principal Strategies, LLC as Trading Manager

		By:	/s/ Marcus Colwell
		Name:	Marcus Colwell
		Title:	Managing Director

		LINCOLN INVESTMENT SOLUTIONS, INC., as a Lender

		By:	Highbridge Principal Strategies, LLC its Investment Manager

		By:	/s/ Marcus Colwell
		Name:	Marcus Colwell
		Title:	Managing Director


		HIGHBRIDGE SPECIALTY LOAN HOLDINGS II L.P., as a Lender

		By:	Highbridge Principal Strategies, LLC its Investment Manager

		By:	/s/ Marcus Colwell
		Name:	Marcus Colwell
		Title:	Managing Director

Signature Page to Waiver and Amendment No. 5 to Credit Agreement

and

Amendment No. 3 to Guarantee and Collateral Agreement

(Miller Energy Resources, Inc.)

#4688537.24

Exhibit A

APOD A



Field	Well ID	Budgeted Gross Capital Expenditures	Permitted Variance
REDOUBT
	RU-7	$7,000,000	10%

Following RU-7, any three of the following four wells in the Redoubt Unit, as determined by Borrower:
	RU-3	$7,000,000	10%
	RU-4	$7,000,000	10%
	RU-5	$4,000,000	10%
	RU-6	$4,000,000	10%

NORTH FORK:
Any four of the following six wells, as determined by Borrower:
	NF-24-26	$9,000,000	10%
	NF-42-36	$9,000,000	10%
	NF-9	$5,000,000	10%
	NF-10	$5,000,000	10%
	NF-11	$5,000,000	10%
	NF-12	$5,000,000	10%

Notwithstanding the permitted individual well variance, the aggregate variance on all wells shall not exceed 10%.

Exhibit A

Exhibit B

DESCRIPTION OF PLEDGED SECURITIES

Pledged Securities:



Owner	Issuer	Class of Stock or other Equity Interest	Ownership Interest/No. of Shares/Units	Certificated or Uncertificated
Miller Energy Resources, Inc.	Cook Inlet Energy, LLC	Membership interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	East Tennessee Consultants, Inc.	Common Stock	1000 shares 100%	Certificated (005)
Miller Energy Resources, Inc.	East Tennessee Consultants II, L.L.C.	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Miller Drilling, TN LLC	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Miller Energy Services, LLC	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Miller Energy GP, LLC	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Miller Rig & Equipment, LLC	Membership Interest in LLC	100%	Uncertificated
Cook Inlet Energy, LLC	Anchor Point Energy, LLC	Membership Interest in LLC	100%	Uncertificated
Miller Energy Resources, Inc.	Savant Alaska, LLC	Membership Interest in LLC	100%	Uncertificated
Savant Alaska, LLC	Nutaaq Operating LLC	Membership Interest in LLC	100%	Uncertificated

Pledged Notes:

NONE.

Exhibit B

EXHIBIT 99.1

MILLER ENERGY RESOURCES REPORTS THIRD QUARTER RESULTS

——————————————————————————

HOUSTON, TX. - (March 12, 2015) - Miller Energy Resources, Inc. ("Miller Energy" or "the Company") (NYSE: MILL) reported today for the third quarter of fiscal 2015, which ended January 31, 2015.

Third Quarter Highlights


•	Net production was 312.9 Mboe, up 39% from the 225.4 Mboe in the third quarter of fiscal 2014.


•	Total revenues increased 22% to $20.3 million from $16.6 million in the third quarter of fiscal 2014.

•

Adjusted EBITDA increased 669% to $33.2 million from $4.3 million in the third quarter of fiscal 2014. Adjusted EBITDA for the quarter included $21.5 million, net of allowance, attributable to the Company’s application for a carried forward annual-loss credit with the State of Alaska, lower general and administrative costs, increased net cash receipts on derivative settlements, offset by additional costs related to the Savant acquisition.


•	The Company has hedged production for 191 MBbls at $97.09 remaining in fiscal 2015, 788 MBbls at $95.36 in fiscal 2016, and 233 MBbs at $93.97 in fiscal 2017. During the three months ended January 31, 2015, Miller recorded a non-cash gain of $39.3 million related to this favorable crude oil derivatives position.

•

On December 11, 2014, the Company closed on the acquisition of Savant for approximately $6.0 million in cash, and $3.0 million financed through three promissory notes in $1.0 million increments, of which $1.0 million was paid as of January 31, 2015. As a result of this merger, we acquired a 67.5% working interest in the Badami Unit, 100% ownership in certain nearby leases, and certain midstream assets located in the North Slope. ASRC Exploration, LLC owns the remaining 32.5% working interest in the Badami Unit. This acquisition immediately added approximately 600 bopd net to our production.

•

During the three months ended January 31, 2015, the Company recognized a $149.1 million non-cash impairment charge related to its Redoubt and West McArthur River Unit fields' proved and unproved properties. The proved and unproved properties were written down to their estimated fair value. This impairment was triggered by the decline in crude oil prices and measured using a discounted cash flow model. Additionally, during the three months ended January 31, 2015, we incurred dry hole costs of $5.5 million related to Olson Creek #2 and impaired $35.0 million of unproved properties due to changes in our drilling plans.


•	On February 10, 2015, the Company received proceeds from Alaska State tax credits totaling $21.2 million. The Company has received a certificate for further Alaska State tax credits totaling an additional $20.6 million and expects to receive the proceeds later this month.

•

The Company’s borrowing base was reduced to $45.0 million. Currently, the Company has approximately $2.2 million in cash, $39.0 million drawn against our $45.0 million borrowing base, and the cash tax credit certificate of approximately $20.6 million that we expect in mid-March. The Company filed an application for a carried forward annual-loss credit of $23.9 million ($21.5 million, net of allowance) in January 2015 and applied for an additional $9.0 million of expenditure and exploration credits in March 2015, both of which we expect to receive in early summer 2015. Upon receipt of the $20.6 million state tax credit, the borrowing base will effectively be reduced to $40.0 million. Upon receipt of the Alaska State tax credit proceeds from the $23.9 million January 2015 application and the $9.0 million March 2015 application, the availability will effectively be reduced to $30.0 million.


•	On March 9, 2015, the Company's Board of Directors approved the Company's taking the steps needed to change its fiscal year-end to a calendar year. After the filing of its annual report for the fiscal year ending April 30, 2015, the Company expects to file its transitional report and a new annual report for the year ended December 31, 2015.

MILL Reports Third Quarter Results

March 12, 2015

Page 2

•

On March 3, 2015, we announced that we had successfully drilled and completed our first two new gas wells at the North Fork Unit, bringing both onto production. The first productive zone of the first well, NF 24-26, was producing at a rate of greater than 1.7 MMcfd and increasing at approximately 80 Mcfd per day when the Company closed that zone to begin to test the other three zones. Since then, the Company has begun to flow the second productive zone; it is currently producing approximately 120 Mcfd and appears to steadily improve. The Company still has two more zones to flow at NF 24-26. The second well, NF 42-35, is currently producing at a rate of approximately 400 Mcfd and continues to increase as drilling fluids diminish.


•	On November 20, 2014, the Company completed the sale of substantially all of its Tennessee operating assets.

“Given our need to reduce leverage and our focus on ensuring sufficient liquidity, we plan on further tightening our discipline in terms of both the amount of capital being spent and the risk-profile of the projects on which it is spent,” said Carl F. Giesler, Miller Energy’s Chief Executive Officer. “Additionally, given continued low oil prices, we expect to remain focused on our North Fork gas field. As we have said before, we are fortunate - and we believe unique - as a Company (1) to have more than 80% of our oil production hedged north of $90 per barrel through April 2016, (2) to sell gas under term contracts at more than $6.50 per Mcf and (3) to benefit from cash tax credits for 35% to 65% of our well costs.”

“We believe that our lower-capex, North Fork gas-focused plan is a viable path-forward in the continued low oil price environment,” added Mr. Giesler. We believe we are positioned to meet fully our obligations to our lenders, to make timely and full dividend payments to our preferred shareholders, as well as to maximize the value of our resource base.”

Third Quarter Results

Net production increased by 39%, with 312.9 Mboe in the third quarter of fiscal 2015, compared to 225.4 Mboe for the third quarter of 2014 and 301.1 Mboe for the second quarter of fiscal 2015. The production increase was attributable to new wells being brought online and the acquisition of Savant, as well as improved performance at Redoubt.

Total revenue increased by 22%, with $20.3 million in the third quarter of fiscal 2015, compared to $16.6 million for the third quarter of 2014 and $24.2 million for the second quarter of fiscal 2015. The increase from the same quarter last year in revenue was primarily due to increased production volumes and the acquisition of North Fork which increased our natural gas sales, offset by declines in crude oil prices.

Lease operating expense increased by 100%, with $8.8 million in the third quarter of fiscal 2015, compared to $4.4 million for the third quarter of 2014 and $9.0 million for the second quarter of fiscal 2015. The increase in operating costs related to changes in inventory, lower of cost or market adjustments to inventory, and higher operating expenses related to the Savant facilities at the Badami Unit.

Transportation costs increased by 14%, with $1.6 million in the third quarter of fiscal 2015, compared to $1.4 million for the third quarter of fiscal 2014 and $0.4 million for the second quarter of fiscal 2015 due to increased production for the comparable periods.

General and administrative costs paid in cash decreased by 37%, with $6.6 million in the third quarter of fiscal 2015, compared to $10.4 million for the second quarter of fiscal 2015 and $6.1 million for the third quarter of fiscal 2014. The decrease from last quarter was mainly related to lower expense related to changes in our management team and non-recurring legal and SOX-related costs.

Depreciation, depletion and amortization expense increased by 156%, with $19.5 million in the third quarter of fiscal 2015, compared to $7.6 million for the third quarter of 2014 and $20.1 million for the second quarter of 2015. The increase in DD&A expense was primarily a result of increased production from both the Cook Inlet and the acquisition of Savant, and changes in the estimated reserves by field.

Adjusted EBITDA increased by 669%, with $33.2 million in the third quarter of fiscal 2015, compared to $4.3 million for the third quarter of 2014 and $9.4 million for the second quarter of fiscal 2015. The increase related to recognition of $21.5 million, net of allowances, of Alaska carried-forward annual loss credits, lower general and administrative costs, increased net cash receipts on derivative settlements, offset by additional costs related to the Savant acquisition.

MILL Reports Third Quarter Results

March 12, 2015

Page 3

Loss before income taxes increased by 2,845%, with $155.3 million in the third quarter of fiscal 2015, compared to $5.3 million for the third quarter of 2014 and $285.7 million for the second quarter of 2015. The increase in the loss relates to the non-cash impairment charge of $149.1 million related to our Redoubt Unit and West McArthur River Unit field.

Nine Months Results

Net production increased by 69%, with 918.8 Mboe in the first nine months of fiscal 2015, compared to 543.7 Mboe for the first nine months of 2014. The production increase was mainly attributable to the accretive volumes from the North Fork and Savant acquisitions, as well as improved performance at Redoubt.

Total revenue for the first nine months of fiscal 2015 was $69.8 million compared with $48.4 million for the first nine months of fiscal 2014, an increase of approximately 44% year-over-year, primarily due to increased production volumes, the acquisition of North Fork which increased our natural gas sales, offset by declines in crude oil prices.

Lease operating expense increased by 60%, with $24.4 million in the first nine months of fiscal 2015, compared to $15.2 million for the first nine months of fiscal 2014. The increase in operating costs was related to increased production, including the effects of the Savant acquisition and lower of cost or market adjustments to inventory.

Transportation costs increased by 37%, with $4.1 million in the first nine months of fiscal 2015, compared to $3.0 million for the first nine months of fiscal 2014 due to increased production for the comparable periods.

General and administrative costs paid in cash increased by 38%, with $22.4 million in the first nine months of fiscal 2015, compared to $16.3 million for the first nine months of fiscal 2014. The increase is due to lower expense related to changes in our management team and non-recurring legal and SOX-related charges.

Depreciation, depletion and amortization expense increased by 153%, with $56.6 million in the first nine months of fiscal 2015, compared to $22.4 million for the first nine months of fiscal 2014. The increase in DD&A expense is primarily a result of increased production and changes in estimated reserve volumes by field.

Adjusted EBITDA increased by 397%, with $56.5 million for the first nine months of fiscal 2015 as compared to adjusted EBITDA of $11.4 million in the first nine months of fiscal 2014. The increase related to recognition of $21.5 million, net of allowances, of Alaska carried-forward annual loss credits and increases in production and results of operations contributed by recent acquisitions.

Loss before income taxes increased 1,626%, with $460.1 million for the first nine months of fiscal 2015, compared to $26.7 million for the first nine months of fiscal 2014. The increase in the loss relates to the non-cash impairment charges of $414.4 million related to the Redoubt Unit and West McArthur River Units fields.

Cash expenditures for capital projects and equipment, excluding acquisitions, increased 35% with $127.3 million for the first nine months of fiscal 2015, compared to $94.5 million for the first nine months of fiscal 2014. The increase in capital expenditures relates to our increase in drilling activity.

Outlook

Given that low oil prices have persisted into the final quarter of fiscal 2015, we intend to reduce our overall level of capex given our need to ensure sufficient liquidity as well as to reduce our leverage. Capex for the remainder of calendar 2015, including Fiscal 4Q 2015, should be less than $40.0 million gross and $25.0 million net of the related expected State cash tax credits. At our North Fork Unit, we are currently evaluating lower-risk work-over opportunities in addition to two new wells. Additionally, at Redoubt, we plan on drilling a lower-risk sidetrack of RU-7.

MILL Reports Third Quarter Results

March 12, 2015

Page 4

Investor Conference Call

Senior Management will host Miller's fiscal 2015 third quarter earnings call. To attend the call, please use the dial in information below. When prompted, ask for the "Miller Energy Resources Q3 2015 conference call."



Date:		Thursday, March 12, 2015
Time:		9:00 a.m. Eastern Time
Conference Line (U.S.):		1-888-554-1432
International Dial-In:		1-719-325-2474
Conference ID:		7197770
Webcast:		http://public.viavid.com/index.php?id=113390

Please dial in at least 10 minutes before the call to ensure timely participation. A playback of the call will be available from 12:00 p.m. ET on March 12, 2015 to 11:59 p.m. ET on April 12, 2015. To listen, call 1-877-870-5176 within the United States or 1-858-384-5517 when calling internationally. Please use the replay pin number 7197770.

About Miller Energy Resources

Miller Energy Resources, Inc. is an oil and natural gas production company focused on Alaska. The Company has a substantial acreage, reserve, and resource position in the State, significant midstream and rig infrastructure to support production, and 100% working interest in and operatorship of most of its assets. Miller Energy has two over-arching objectives: first, to be a long-term participant in the State’s E&P industry and in responsibly developing Alaska's oil and gas resources; second, as the only public pure-play Alaska E&P, to be a straightforward vehicle for investors to participate in that development. Miller Energy manages its operations from Anchorage with additional administrative offices in the lower 48. The Company's common stock is listed on the NYSE under the symbol MILL. More information on Miller Energy can be found at www.millerenergyresources.com.

Statements Regarding Forward-Looking Information

Certain statements in this press release and elsewhere by Miller Energy Resources¸ Inc. are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve the implied assessment that the resources described can be profitably produced in the future, based on certain estimates and assumptions. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated by Miller Energy Resources, Inc. and described in the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, the potential for Miller to experience additional operating losses; material weaknesses in Miller's internal control over financial reporting and the need to enhance Miller's systems, accounting, controls and reporting performance; potential limitations imposed by debt covenants under Miller's senior credit facilities on Miller's growth and the ability to meet Miller's business objectives; debt costs under Miller's existing senior credit facilities; the ability of Miller's lenders to redetermine the borrowing base under the First Lien RBL; the increased likelihood of such a redetermination in light of recent declines in oil prices, Miller's ability to meet the financial and production covenants contained in the First Lien RBL and/or Second Lien Credit Facility; whether Miller is able to complete or commence its drilling projects within its expected time frame or expected budget; Miller's ability to recover proved undeveloped reserves; the impact that changes in tax law could have on Miller's ability to benefit from tax credits from the State of Alaska and the impact such changes could have on Miller's future plans, Miller's ability to successfully acquire, integrate and exploit new productive assets in the future; in addition, the previously disclosed acquisition of Savant cannot be guaranteed and access to the liquidity needed to close the sale may be harder to obtain than expected, whether Miller can establish production on certain leases in a timely manner before expiration; Miller's ability to complete the work commitments required as terms of its Susitna Basin Exploration Licenses; Miller's experience with horizontal drilling; risks associated with the hedging of commodity prices; Miller's dependence on third party transportation facilities; concentration risk in the market for the oil and natural gas Miller produces in Alaska, the potential inability of Miller to be able to replace its natural gas sales contract with ENSTAR or the risk that pricing in any replacement agreement might not be as favorable, Miller's ability to perform under the terms of its oil and gas leases, and exploration licenses with the Alaska DNR, including meeting the funding or work commitments of those agreements; uncertainties related to deficiencies identified by the SEC in our Form 10-K for 2011; the impact of natural disasters on Miller's Cook Inlet Basin operations; the effect of global market conditions on Miller's ability to obtain reasonable financing and on the prices of Miller's common stock, Series C Preferred Stock and Series D Preferred Stock; limitations placed on Miller with respect to the issuance and/or designation of additional preferred stock; litigation risks; the imprecise nature of Miller's reserve estimates; risks related to drilling dry holes or wells without commercial quantities of hydrocarbons; fluctuating oil and gas prices and the

MILL Reports Third Quarter Results

March 12, 2015

Page 5

impact on Miller's results from operations; the need to discover or acquire new reserves in the future to avoid declines in production; differences between the present value of cash flows from proved reserves and the market value of those reserves; the existence within the industry of risks that may be uninsurable; the potential for shortages or increases in costs of equipment, services and qualified personnel; strong industry competition; constraints on production and costs of compliance that may arise from current and future environmental, FERC and other statutes, rules and regulations at the state and federal level; the potential to incur substantial penalties and fines if Miller fails to comply with all applicable FERC administered statutes, rules, regulations and orders; new regulation on derivative instruments used by Miller to manage its risk against fluctuating commodity prices; the impact that proposed federal, state, or local regulation regarding hydraulic fracturing could have on Miller; the effect that future environmental legislation could have on various costs; the impact of certain provisions included in the FY2015 U.S. federal budget on certain tax incentives and deductions Miller currently uses; that no dividends may be paid on our common stock for some time; cashless exercise provisions of outstanding warrants; market overhang related to outstanding options, and warrants; the impact of non-cash gains and losses from derivative accounting on future financial results; risks to non-affiliate shareholders arising from the substantial ownership positions of affiliates; the effects of the change of control conversion features of the Series C and Series D Preferred Stock on a potential change of control; the junior ranking of the Series C and Series D Preferred Stock to the Series B Preferred Stock and all of Miller's indebtedness; Miller's ability to pay dividends on the Series C or Series D Preferred Stock; whether Miller's Series C or Series D Preferred Stock is rated; the ability of Miller's Series C or Series D Preferred Stockholders to exercise conversion rights upon a change of control; fluctuations in the market price of our Series C or Series D Preferred Stock; whether Miller issues additional shares of Series C or Series D Preferred Stock or additional series of preferred stock that rank on parity with the Series C and Series D Preferred Stock; the very limited voting rights held by the Series C and Series D Preferred Stockholders; the newness of the Series D Preferred Stock and the limited trading market of the Series C and Series D Preferred Stock; and risks related to the continued listing of the Series C and Series D Preferred Stock on the NYSE. Additional information on these and other factors, which could affect Miller's operations or financial results, are included in Miller Energy Resources, Inc.'s reports on file with United States Securities and Exchange Commission including its Annual Report on Form 10-K, as amended, for the fiscal year ended April 30, 2014. Capitalized terms used above but not defined above are defined in Miller's Annual Report. Miller Energy Resources, Inc.'s actual results could differ materially from those anticipated in these forward- looking statements as a result of a variety of factors, including those discussed in its periodic reports that are filed with the Securities and Exchange Commission and available on its Web site (www.sec.gov). All forward-looking statements attributable to Miller Energy Resources or to persons acting on its behalf are expressly qualified in their entirety by these factors. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We assume no obligation to update forward-looking statements should circumstances or management's estimates or opinions change unless otherwise required under securities law.

MILL Reports Third Quarter Results

March 12, 2015

Page 6

MILLER ENERGY RESOURCES, INC.

CONDENSED OPERATING DATA

(Unaudited)

(Dollars in thousands, except per unit and per day data)



	Three Months Ended
	January 31, 2015			October 31, 2014			January 31, 2014

Net production volumes:
Oil volume - bbls	220,962			207,544			219,422
Natural gas volume - mcf	551,512			561,199			35,727
Total production - boe ⁽¹⁾	312,881			301,078			225,377

Average daily production (bbls/d)	2,402			2,256			2,385
Average daily production (mcf/d)	5,995			6,100			388
Average daily production (boe/d)	3,401			3,273			2,450

Average realized sales prices:
Average realized oil sales price - bbl	$	57.26		$	87.28		$	94.58
Average realized natural gas sales price - per mcf	6.42			6.75			3.39
Average realized sales price - per boe ⁽²⁾	51.24			68.00			92.16

Lease operating expenses (boe/d)	$	28.14		$	29.77		$	19.57
Transportation costs (boe/d) ⁽³⁾	5.14			(1.47		)	6.26

Depreciation, depletion and amortization	19,541			20,082			7,642
General and administrative expenses	7,358			17,901			7,587
General and administrative costs paid in cash	6,630			10,359			6,147
Adjusted EBITDA	33,177			9,357			4,317
Loss before income taxes	(155,277		)	(285,653		)	(5,273		)

———————


1	These figures present production on a boe basis in which natural gas is converted to an equivalent barrel of oil based on a 6:1 energy equivalent ratio. This ratio is not reflective of the current price ratio between the two products.


2	These figures present sales on a boe basis in which natural gas is converted to an equivalent barrel of oil based on a 6:1 energy equivalent ratio. This ratio is not reflective of the current price ratio between the two products.


3	The decrease in transportation costs (boe/d) for the three months ended October 31, 2014, relates to a gas transportation refund of $1.7 million from the closing of the Anchor Point Pipeline acquisition. Excluding this refund would have yielded a $4.10 transportation cost per boe/d.

MILL Reports Third Quarter Results

March 12, 2015

Page 7

MILLER ENERGY RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)



	Three Months Ended January 31,						Nine Months Ended January 31,
	2015			2014			2015			2014
REVENUES:
Oil sales	$	14,953		$	16,348		$	52,298		$	47,012
Natural gas sales	4,768			118			16,430			671
Other	550			162			1,098			749
Total revenues	20,271			16,628			69,826			48,432
OPERATING EXPENSES:
Lease operating expense	8,803			4,410			24,392			15,226
Transportation costs	1,607			1,411			4,149			3,023
Cost of purchased gas sold	316			—			2,572			—
Cost of other revenue	640			256			1,305			844
General and administrative	7,358			7,587			34,770			21,092
Alaska carried-forward annual loss credits, net	(21,508		)	—			(24,240		)	—
Exploration expense	77,740			352			244,848			786
Depreciation, depletion and amortization	19,541			7,642			56,601			22,352
Accretion of asset retirement obligation	370			305			1,067			903
Impairment of proved properties and other long-lived assets	117,037			—			230,771			—
Other operating expense, net	900			1,250			904			1,250
Total operating expense	212,804			23,213			577,139			65,476
OPERATING LOSS	(192,533		)	(6,585		)	(507,313		)	(17,044		)
OTHER INCOME (EXPENSE):
Interest expense, net	(2,478		)	(407		)	(8,896		)	(4,051		)
Gain (loss) on derivatives, net	39,330			1,677			55,516			(5,589		)
Other income, net	404			42			559			26
Total other income (expense)	37,256			1,312			47,179			(9,614		)
LOSS BEFORE INCOME TAXES	(155,277		)	(5,273		)	(460,134		)	(26,658		)
Income tax benefit	3,016			2,171			128,111			11,640
NET LOSS	(152,261		)	(3,102		)	(332,023		)	(15,018		)
Accretion of Series C and D preferred stock	(1,271		)	(817		)	(3,005		)	(1,935		)
Series C and D preferred stock cumulative dividends	(4,369		)	(2,905		)	(10,775		)	(7,573		)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(157,901	)	$	(6,824	)	$	(345,803	)	$	(24,526	)

LOSS PER COMMON SHARE:
Basic	$	(3.39	)	$	(0.15	)	$	(7.47	)	$	(0.56	)
Diluted	$	(3.39	)	$	(0.15	)	$	(7.47	)	$	(0.56	)

MILL Reports Third Quarter Results

March 12, 2015

Page 8

MILLER ENERGY RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)



	January 31, 2015			April 30, 2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,386		$	6,428
Accounts receivable, net	77,392			55,530
Inventory	3,697			5,102
Prepaid expenses and other	4,522			3,852
Short-term portion of derivative instruments	29,513			88
Asset held for sale	2,471			236
Total current assets	119,981			71,236

OIL AND GAS PROPERTIES, NET	189,722			644,827
EQUIPMENT, NET	51,691			35,369
OTHER ASSETS	31,165			15,390
Total assets	$	392,559		$	766,822
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, net	$	59,380		$	38,836
Accrued expenses	11,641			20,446
Short-term portion of derivative instrument	—			3,315
Deferred income taxes	7,620			2,858
Current portion of long-term debt	29,553			9,459
Liabilities held for sale	950			—
Total current liabilities	109,144			74,914
OTHER LIABILITIES:
Deferred income taxes	6,895			139,768
Asset retirement obligation	24,588			22,872
Long-term portion of derivative instruments	—			4,006
Long-term debt, less current portion	196,252			174,743
Other	31			—
Total liabilities	336,910			416,303

MEZZANINE EQUITY:
Mezzanine equity	71,738			67,760

STOCKHOLDERS' EQUITY:
Stockholders' equity (deficit)	(16,089		)	282,759
Total liabilities and stockholders' equity	$	392,559		$	766,822

MILL Reports Third Quarter Results

March 12, 2015

Page 9

MILLER ENERGY RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)



	Nine Months Ended January 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(332,023	)	$	(15,018	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion and amortization	56,601			22,352
Expense from issuance of equity	10,857			5,120
Non-cash exploration expenses	242,980			157
Impairment of proved properties and other long lived assets	230,771			—
Deferred income taxes	(128,111		)	(11,640		)
Derivative contracts:
(Gain) loss on derivatives, net	(55,516		)	5,589
Cash settlements received (paid)	6,769			(2,765		)
Other, net	(19,535		)	3,965
Changes in operating assets and liabilities (excluding effects of acquisitions):	14,179			7,517
NET CASH PROVIDED BY OPERATING ACTIVITIES	26,972			15,277

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment	(127,271		)	(95,374		)
Proceeds from Alaska expenditure and exploration based credits	36,809			18,561
Cash paid for Savant acquisition, net of cash acquired	(1,448		)	—
Proceeds from sale of assets	4,191			—
Deposits for potential acquisition	—			(3,000		)
Prepayment of drilling costs	—			(2,302		)
NET CASH USED IN INVESTING ACTIVITIES	(87,719		)	(82,115		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends	(9,312		)	(5,646		)
Payments on debt and capital lease obligations	(17,411		)	—
Proceeds from borrowings and capital lease obligations	57,250			20,000
Debt acquisition costs	(3,191		)	(1,900		)
Issuance of preferred stock	32,357			62,704
Equity issuance costs	(1,781		)	(3,893		)
Exercise of equity rights	1,410			4,538
Other, net	(2,085		)	1,668
NET CASH PROVIDED BY FINANCING ACTIVITIES	57,237			77,471
NET CHANGE IN CASH AND CASH EQUIVALENTS	(3,510		)	10,633

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	5,749			2,551
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,239		$	13,184

MILL Reports Third Quarter Results

March 12, 2015

Page 10

Regulation G Disclosure - Discussion of Non-GAAP Financial Data and Reconciliation to GAAP

This press release contains non-GAAP financial measures within the meaning of Regulation G and Item 10(e) of Regulation S-K, as promulgated by the SEC. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, including that in our public filings.

To supplement the Company's condensed consolidated financial statements, which statements are prepared and presented in accordance with GAAP, we use non-GAAP adjusted EBITDA, or adjusted Earnings Before Income Taxes, Depreciation and Amortization, as a measure to evaluate earnings by excluding certain non-cash expenses as set forth in the table below. The Company uses this non-GAAP financial measure for financial and operational decision making and as a means to evaluate period-to-period comparisons. Management believes that this non-GAAP financial measure provides meaningful supplemental information regarding the Company's performance and liquidity. The Company believes that both management and investors benefit from referring to this non-GAAP financial measure in assessing performance and when planning, forecasting and analyzing future periods. This non-GAAP financial measure also facilitates management's internal comparisons to historical performance and liquidity as well as comparisons to competitors' operating results. The Company believes this non-GAAP financial measure is useful to investors both because (1) it allows for greater transparency with respect to key metrics used by management in its financial and operational decision making and (2) it is used by our institutional investors and the analyst community to help them analyze the health of the business.

Adjusted EBITDA Reconciliations



	For the Three Months Ended January 31,						For the Nine Months Ended January 31,
	2015			2014			2015			2014
	(dollars in thousands)
Loss before income taxes	$	(155,277	)	$	(5,273	)	$	(460,134	)	$	(26,658	)
Adjusted by:
Interest expense, net	2,478			407			8,896			4,051
Depreciation, depletion and amortization	19,541			7,642			56,601			22,352
Impairment of proved properties and other long-lived assets	117,037			—			230,771			—
Asset disposals	—			—			47			—
Accretion of asset retirement obligation	370			305			1,067			903
Non-cash exploration costs	77,740			352			244,848			786
Stock-based compensation	744			1,546			10,857			5,120
Non-cash employee bonuses	—			—			1,586			—
Non-recurring litigation settlements and related matters	2,703			1,998			7,441			1,998
Non-recurring severance payments	—			—			1,489			—
Non-recurring North Fork properties gas transportation costs	—			—			1,813			—
Derivative contracts:
(Gain) loss on derivatives, net	(39,330		)	(1,677		)	(55,516		)	5,589
Cash settlements (paid) received	7,171			(983		)	6,769			(2,765		)
Adjusted EBITDA	$	33,177		$	4,317		$	56,535		$	11,376

For more information, please contact the following:

MZ Group

Derek Gradwell

SVP, Natural Resources

Phone: 949-259-4995

Email: [email protected]

Web: www.mzgroup.us

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