Exhibit 4.6.1

 

FIRST SUPPLEMENTAL INDENTURE

 

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 18, 2012 and effective as of May 16, 2012, is by and among Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”), Citibank, N.A., as paying agent, registrar and authenticating agent (in such capacities, “Citibank”), and Wilmington Trust, National Association, as trustee (the “Trustee”).

 

WHEREAS, the Company, the Guarantors, Citibank and the Trustee are parties to that certain Indenture dated as of May 16, 2012 (the “Indenture”), among the Company, the Guarantors, Citibank, N.A. and the Trustee, providing for the issuance of the Company’s 9.750% Senior Notes due 2020 (the “Notes”).

 

WHEREAS, Section 9.01 of the Indenture provides that the Indenture or the Notes may be amended without the consent of any Securityholder to, among other things, cure any ambiguity, defect or inconsistency, and to conform the text of the Indenture to any provision of the “Description of Notes” contained in the Offering Memorandum;

 

WHEREAS, pursuant to Sections 9.01 and 9.06 of the Indenture, Citibank and the Trustee are authorized to execute and deliver this Supplemental Indenture; and

 

WHEREAS, the Company and the Guarantors desire to enter into, and, pursuant to the foregoing authority, have requested Citibank and the Trustee to enter into, this Supplemental Indenture for the purpose of amending the Indenture in certain respects as permitted by Section 9.01 of the Indenture.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

 

ARTICLE I
 AMENDMENTS TO THE INDENTURE AND THE NOTES

 

Section 1.1                                    Amendment to the Indenture.  Section 4.12 of the Indenture is amended by inserting the following text at the end of the first sentence thereof:  “; provided, however that this covenant shall not apply with respect to any Restricted Subsidiary that, on the Issue Date, is a Foreign Subsidiary that guarantees the payment of any Indebtedness of the Company under any Credit Facility pursuant to Section 4.05(b)(1).”

 

Section 1.2                                    Additional Amendments.  Any and all additional provisions of the Indenture and the Notes are hereby deemed to be amended to reflect the intentions of the amendment provided for in this Article I.

 

ARTICLE II
 MISCELLANEOUS PROVISIONS

 

Section 2.1                                    Defined Terms.  For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in

 











 

this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

 

Section 2.2                                    Indenture; Notes.  Except as expressly amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Securityholder heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument.

 

Section 2.3                                    Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

Section 2.4                                    Successors.  All agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors.  All agreements of Citibank and the Trustee in this Supplemental Indenture shall bind their successors.

 

Section 2.5                                    Severability.  In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 2.6                                    Multiple Originals.  The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

Section 2.7                                    WAIVER OF JURY TRIAL. THE COMPANY, THE GUARANTORS, CITIBANK AND THE TRUSTEE, HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

 

Section 2.8                                    Effect of Headings.  The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

 

Section 2.9                                    Supplemental Indenture Controls. In the event there is any conflict or inconsistency between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

 

 

	
 
    	
MAGNUM   HUNTER RESOURCES CORPORATION
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and
   Chief Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
ALPHA   HUNTER DRILLING, LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BAKKEN   HUNTER, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
EAGLE   FORD HUNTER, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Vice   President, Treasurer & Secretary
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
HUNTER   AVIATION, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Vice   President & Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
HUNTER   REAL ESTATE, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page to First Supplemental Indenture]

 











 

	
 
    	
MAGNUM   HUNTER PRODUCTION, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
MAGNUM   HUNTER RESOURCES GP, LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
BY:
    	
MAGNUM   HUNTER RESOURCES
    
	
 
    	
 
    	
CORPORATION, its Sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and
    
	
 
    	
 
    	
 
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
MAGNUM   HUNTER RESOURCES, LP
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
BY:
    	
MAGNUM   HUNTER RESOURCES GP, LLC, its
    
	
 
    	
 
    	
General   Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
BY:
    	
MAGNUM   HUNTER RESOURCES
    
	
 
    	
 
    	
CORPORATION,   its Sole Member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and
   Chief Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
NGAS   GATHERING, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Chief   Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
NGAS   HUNTER, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Vice   President and Treasurer
    
					


 

[Signature Page to First Supplemental Indenture]

 











 

	
 
    	
PRC   WILLISTON LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
TRIAD   HUNTER, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
WILLISTON   HUNTER, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and
   Chief Financial Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
WILLISTON   HUNTER ND, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Vice   President and Treasurer
    


 

[Signature Page to First Supplemental Indenture]

 











 

	
 
    	
TRUSTEE:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
WILMINGTON   TRUST, NATIONAL ASSOCIATION
    
	
 
    	
Solely   in its capacity as Trustee
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Geoffrey J. Lewis
    
	
 
    	
 
    	
Name:   
    	
Geoffrey   J. Lewis
    
	
 
    	
 
    	
Title:
    	
Assistant   Vice President
    


 

[Signature Page to First Supplemental Indenture]

 











 

	
 
    	
PAYING   AGENT, REGISTRAR AND
    
	
 
    	
AUTHENTICATING   AGENT:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
CITIBANK,   N.A.
    
	
 
    	
Solely   in its capacity as Paying Agent, Registrar and Authenticating Agent
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Valerie Delgado
    
	
 
    	
 
    	
Name:
    	
Valerie   Delgado
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

[Signature Page to First Supplemental Indenture]