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  Exhibit 4.5    
    


 
    FOURTH SUPPLEMENTAL INDENTURE    
    


        THIS FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of December 20, 2013, among HK Resources, LLC, a Delaware limited liability company, The 7711 Corporation, a Texas corporation
(collectively, the "New Guarantors"), each a subsidiary of Halcón Resources Corporation, a Delaware corporation (the
"Company"), the existing Guarantors (as defined in the Indenture referred to herein), the Company and U.S. Bank National Association, as trustee under
the Indenture referred to herein (the "Trustee"). The New Guarantors and the existing Guarantors are sometimes referred to collectively herein as the
"Guarantors," or individually as a "Guarantor." 


W
I T N E S S E T H 


        WHEREAS,
the Company and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (the "Indenture"),
dated as of July 16, 2012, relating to the 9.75% Senior Notes due 2020 (the "Securities") of the Company; 



        WHEREAS,  Section 4.9 of the Indenture in certain circumstances requires the Company to cause a newly acquired or created Restricted
Subsidiary (i) to become a Guarantor by executing a supplemental indenture and (ii) to deliver an Opinion of Counsel to the Trustee as provided in such section; and 


        WHEREAS,
pursuant to Section 9.1 of the Indenture, the Company, the Guarantors and the Trustee are authorized to execute and
deliver this Supplemental Indenture to amend or supplement the Indenture without the consent of any Holder. 



        NOW
THEREFORE, to comply with the provisions of the Indenture, and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the New Guarantors, the other Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 



        1.     CAPITALIZED TERMS.    Capitalized terms used herein without definition shall have the meanings assigned to them
in the Indenture. 


        2.     AGREEMENT TO GUARANTEE.    Each New Guarantor hereby agrees, jointly and severally, with all other Guarantors,
to unconditionally Guarantee to each Holder and to the Trustee the Obligations, to the extent set forth in the Indenture and subject to the provisions in the Indenture. The obligations of the
Guarantors to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantees and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Subsidiary Guarantees. 



        3.     EXECUTION AND DELIVERY.    The New Guarantors agree that their Subsidiary Guarantees shall remain in full force
and effect, notwithstanding any failure to endorse on each Security a notation of such Subsidiary Guarantees. 


        4.     NEW YORK LAW TO GOVERN.    THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE
THIS SUPPLEMENTAL INDENTURE. 


        5.     COUNTERPARTS.    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. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one
instrument. 


        6.     EFFECT OF HEADINGS.    The section headings herein are for convenience only and shall not affect the
construction hereof. 


        7.     THE TRUSTEE.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are
assumed, or shall be construed to be assumed, by the Trustee by reason of this 








 

Supplemental
Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if
those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 



[Signature page follows] 


2













































 


        IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. 

 






							
	 
	 	New Guarantors:
	 
	 	HK RESOURCES, LLC
	 
	 	 THE 7711 CORPORATION
	

 
	
 	
  By:	
 	
/s/ DAVID S. ELKOURI







 
	 
	 	 	 	Name:	 	David S. Elkouri
	 
	 	 	 	Title:	 	 Executive Vice President, General Counsel
	 
	 	 Existing Guarantors:

	 
	 	HALCÓN ENERGY PROPERTIES, INC.

HALCÓN FIELD SERVICES, LLC

HALCÓN HOLDINGS, INC.

HALCÓN OPERATING CO., INC.

HALCÓN RESOURCES OPERATING, INC.

HALCÓN LOUISIANA OPERATING, L.P.
	 
	 	By:	 	 HALCÓN GULF STATES, LLC,

its sole general partner
	 
	 	HALCÓN GULF STATES, LLC

HALCÓN WILLISTON I, LLC

HALCÓN WILLISTON II, LLC

HRC ENERGY LOUISIANA, LLC

HRC ENERGY RESOURCES (WV), INC.

HALCÓN ENERGY HOLDINGS, LLC

HRC PRODUCTION COMPANY

HK OIL & GAS LLC

HRC ENERGY, LLC

HRC OPERATING, LLC

HK ENERGY, LLC

HK ENERGY OPERATING, LLC

HK LOUISIANA OPERATING, LLC
	

 
	
 	
  By:	
 	
/s/ DAVID S. ELKOURI







 
	 
	 	 	 	Name:	 	David S. Elkouri
	 
	 	 	 	Title:	 	 Executive Vice President, General Counsel




 


   

   

 SIGNATURE PAGE TO
FOURTH SUPPLEMENTAL INDENTURE (9.75% NOTES)







 






							
	 
	 	HALCÓN RESOURCES CORPORATION
	

 
	
 	
  By:	
 	
/s/ DAVID S. ELKOURI







 
	 
	 	 	 	Name:	 	David S. Elkouri
	 
	 	 	 	Title:	 	 Executive Vice President and General Counsel




 


   

   

 SIGNATURE PAGE TO
FOURTH SUPPLEMENTAL INDENTURE (9.75% NOTES)







 






					
	 	 	U.S. BANK NATIONAL ASSOCIATION,as Trustee
	

 	
 	
 By:	
 	
/s/ STEVEN A. FINKLEA






  Steven A. Finklea, Vice President




 


   

   

  SIGNATURE PAGE TO
FOURTH SUPPLEMENTAL INDENTURE (9.75% NOTES)











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Exhibit 4.5


FOURTH SUPPLEMENTAL INDENTURE