ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As described more fully under Item 2.03 below, which description is incorporated herein by reference, on June 3, 2020, Cimarex Energy Co. (the "Company") entered into the First Amendment to Amended and Restated Credit Agreement (the "First Amendment") to the Amended and Restated Credit Agreement dated as of February 5, 2019 (the "Credit Agreement") among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto. A copy of the First Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN


          OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On June 3, 2020, the Company entered into the First Amendment to the Credit Agreement, as those terms are defined above in Item 1.01. The Credit Agreement provided for a senior unsecured revolving credit facility with an aggregate commitment from the lenders of $1.25 billion and an expiration of February 5, 2024.

The First Amendment, among other things: (i) allows up to $3.5 billion of non-cash impairment charge add-backs to Shareholders' Equity for covenant calculation purposes, (ii) institutes traditional anti-cash hoarding provisions at a consolidated cash threshold of $175 million, (iii) reduces the priority lien debt basket from 15% of Consolidated Net Tangible Assets (as defined in the Credit Agreement) to a $50 million cap, and (iv) adds and acknowledgement and consent to European Union bail-in legislation.

The representations and warranties of the Company in the First Amendment were made and will be repeated only for purposes of that agreement and as of specific dates provided therein and were and will be solely for the benefit of the lenders party thereto. The First Amendment is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business, or operational information about the Company and its subsidiaries. The representations and warranties made by the Company in the First Amendment may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.

The foregoing description is a summary of the material terms of the First Amendment and does not purport to be complete, and is qualified in its entirety by reference to the full context of the First Amendment, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.





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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.






(d) Exhibits



Exhibit No. Description



  10.1        First Amendment to Amended and Restated Credit Agreement, dated
            June 3, 2020, among the Company, as borrower, JPMorgan Chase Bank,
            N.A., as administrative agent, Wells Fargo Bank, N.A., as syndication
            agent, the co-documentation agents party thereto, J.P. Morgan Chase
            Bank, N.A. and Wells Fargo Securities, LLC, as lead arrangers and
            bookrunners, and the lenders party thereto.

  10.2        Amended and Restated Credit Agreement, dated February 5, 2019,
            among the Company, as borrower, JPMorgan Chase Bank, N.A., as
            administrative agent, Wells Fargo Bank, N.A., as syndication agent,
            the co-documentation agents party thereto, J.P. Morgan Chase Bank,
            N.A. and Wells Fargo Securities, LLC, as lead arrangers and
            bookrunners, and the lenders party thereto (filed on February 7, 2019
            as Exhibit 10.1 to the Current Report on Form 8-K (Commission File
            No. 001-31446) and incorporated herein by reference).

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).




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