Exhibit 4.6.2

 

SECOND SUPPLEMENTAL INDENTURE

 

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 13, 2012, is by and among Magnum Hunter Marketing, LLC, a Delaware limited liability company (“Marketing”), Viking International Resources Co., Inc., a Delaware corporation (“Viking” and together with Marketing, the “Additional 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, Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), certain subsidiaries of the Company, as guarantors, Citibank and the Trustee are parties to that certain Indenture dated as of May 16, 2012, as amended by that certain First Supplemental Indenture dated as of October 18, 2012 and effective as of May 16, 2012 (collectively, the “Indenture”), providing for the issuance of the Company’s 9.750% Senior Notes due 2020.

 

WHEREAS, Section 4.12 of the Indenture provides that under certain circumstances each of the Additional Guarantors is required to execute and deliver to Citibank and the Trustee a supplemental indenture pursuant to which such Additional Guarantor becomes a Guarantor under the Indenture;

 

WHEREAS, each of the Additional Guarantors has agreed to execute and deliver this Second Supplemental Indenture; and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, Citibank and the Trustee are authorized to execute and deliver this Supplemental 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
 GUARANTEE

 

Section 1.1                                    Guarantee.  Each Additional Guarantor hereby unconditionally and irrevocably guarantees the Guaranteed Obligations on the terms and subject to the conditions set forth in the Indenture, including but not limited to Article 10 thereof, and subject to the limitations therein.

 

Section 1.2                                    Joinder to Indenture.  Each Additional Guarantor hereby agrees (a) to be bound as a Guarantor by all of the terms and conditions of the Indenture to the same extent as each of the other Guarantors thereunder and (b) that each reference in the Indenture to a “Guarantor” shall also mean and be a reference to such Additional Guarantor.

 











 

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 supplemented 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 Additional Guarantors in this Supplemental Indenture shall bind their respective successors.

 

Section 2.5                                    Severability.  In case any provision in this Supplemental Indenture 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 hereto 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 PARTIES HERETO 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.

 

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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 MARKETING, LLC
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
VIKING   INTERNATIONAL RESOURCES CO., INC.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ronald D. Ormand
    
	
 
    	
 
    	
Name:
    	
Ronald   D. Ormand
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Treasurer
    


 

[Signature Page to Second 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 Second 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 Second Supplemental Indenture]