EX-4.3



 Exhibit 4.3 

Execution Version 
  

 
  

Gulfport Energy Corporation 

Issuer 
 7.750% Senior Notes Due
2020 
  
  

SECOND SUPPLEMENTAL INDENTURE 

Dated as of August 18, 2014 
  

 
 Wells Fargo
Bank, N.A. 
 Trustee 
  

 
  







 SECOND SUPPLEMENTAL INDENTURE 

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 18, 2014, among Gulfport Energy
Corporation, a Delaware corporation (the “Company”), the Subsidiary Guarantors party to the Indenture (as defined below) (the “Subsidiary Guarantors”) and Wells Fargo Bank, N.A., a national banking
association (the “Trustee”). 
 W I T N E S S E T H: 

WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as
of October 17, 2012 (the “Original Indenture”), as supplemented by that certain First Supplemental Indenture, dated as of December 21, 2012 (the “First Supplemental Indenture” and together
with the Original Indenture, the “Indenture”), providing for the issuance of 7.750% Senior Notes due 2020 (the “Securities”); 

WHEREAS, on October 17, 2012, the Company issued $250,000,000 in principal amount of Securities; 

WHEREAS, on December 21, 2012, the Company issued an additional $50,000,000 in principal amount of Securities; 

WHEREAS, the Company has entered into that certain Purchase Agreement, dated as of August 13, 2014, by and among the
Company, the Subsidiary Guarantors and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers named therein, pursuant to which, on the date hereof, the Company is issuing $300,000,000 of Additional Securities as
permitted by Section 2.13 and Section 4.03(a) of the Indenture (the “August 2014 Additional Securities”);  

WHEREAS, pursuant to Section 2.13 of the Indenture, the Trustee, the Company and the Subsidiary Guarantors are authorized to
execute and deliver this Supplemental Indenture with respect to the August 2014 Additional Notes; 
 WHEREAS, pursuant to
Section 9.01(6) of the Indenture, the Company wishes to amend, without the consent of any Securityholder, the definition of the term “Officer” in the Indenture to add the Chief Financial Officer to the list of Persons constituting an
Officer under the Indenture; and 
 WHEREAS, pursuant to Section 9.01(9) of the Indenture, the Company wishes to amend, without the
consent of any Securityholder, Section 9.02(d) of the Indenture to conform the text of such section to the corresponding provisions of the “Description of the Notes” in the Offering Circular, which provisions were intended to be a
verbatim recitation of a provision 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 Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows: 







 1. Definitions; Construction.  

(a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

(b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of
similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 

2. August 2014 Additional Securities.  

(a) Attached hereto as Annex 1 is a true and correct copy of the resolutions of the Board of Directors and the Officers’
Certificate required by Section 2.13 of the Indenture in connection with the issuance of the August 2014 Additional Securities. The definition of the term “Additional Securities” set forth in the Indenture is hereby
supplemented by adding the following sentence at the end of such definition: “On August 18, 2014, the Company issued $300,000,000 of Additional Securities, as more particularly described in the Second Supplemental Indenture hereto, dated
as of August 18, 2014.” 
 (b) The issuance of the August 2014 Additional Securities is in compliance with
Section 4.03(a) of the Indenture. 
 (c) The August 2014 Additional Securities will be (A) Certificate Number 144A-3 (CUSIP
No. 402635 AC0 / ISIN No. US402635AC07) in the aggregate principal amount of $298,145,000; and (B) Certificate Number S-3 (CUSIP No. U40347 AC7 / ISIN No. USU40347AC72) in the aggregate principal amount of $1,855,000. 

(d) The August 2014 Additional Securities will be issued at an issue price of 106.000%. 

(e) The August 2014 Additional Securities will be issued in the form of Initial Securities as defined in the Indenture. 

3. Other Amendments. 

(a) The definition of the term “Officer” set forth in Section 1.01 of the Indenture is hereby supplemented by inserting the
phrase “the Chief Financial Officer,” after the phrase “the President,” and before the phrase “any Vice President.” 

(b) Section 9.02(d) of the Indenture is hereby amended by deleting such Section in its entirety and replacing it with the
following: 

  
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 “(d) Notwithstanding the preceding, (i) the provisions under this
Indenture, including Section 4.06, relative to the obligation to make an offer to repurchase the Notes as a result of an Asset Disposition and (ii) the provisions under this Indenture, including Section 4.09, relative to the
obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.” 

4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

5. Trustee Makes No Representation. The recitals herein contained are made by the Company and the Subsidiary Guarantors
and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 

6. 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. 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. 
 7. Effect of Headings. The Section
headings herein are for convenience only and shall not effect the construction thereof. 
 [SIGNATURE PAGE FOLLOWS] 

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

			
	GULFPORT ENERGY CORPORATION
		
	      By:	 	 /s/ Michael G. Moore

		 	Name: Michael G. Moore
		 	 Title:   Chief Executive Officer and

            President



  

			
	JAGUAR RESOURCES LLC
		
	      By:	 	 /s/ Michael G. Moore

		 	Name: Michael G. Moore
		 	 Title:   Vice President, Chief Financial

            Officer and Secretary



  

			
	PUMA RESOURCES, INC.
		
	      By:	 	 /s/ Michael G. Moore

		 	Name: Michael G. Moore
		 	 Title:   Vice President, Chief Financial

            Officer and Secretary



  

			
	GATOR MARINE, INC.
		
	      By:	 	 /s/ Michael G. Moore

		 	Name: Michael G. Moore
		 	 Title:   Vice President, Chief Financial

            Officer and Secretary



  

			
	GATOR MARINE IVANHOE, INC.
		
	      By:	 	 /s/ Michael G. Moore

		 	Name: Michael G. Moore
		 	 Title:   Vice President, Chief Financial

            Officer and Secretary




  
 [Signature Page to Second
Supplemental Indenture] 









			
	WESTHAWK MINERALS LLC
		
	      By:	 	 /s/ Michael G. Moore

		 	Name: Michael G. Moore
		 	 Title:   Vice President, Chief Financial

            Officer and Secretary



 [Signature Page to Second Supplemental Indenture] 







 
			
	WELLS FARGO BANK, N.A., as Trustee
		
	      By:	 	 /s/ John Stohlmann

		 	Name: John Stohlmann
		 	Title:   Vice President


 [Signature Page to Second Supplemental Indenture] 







 ANNEX A 

RESOLUTIONS OF THE BOARD OF DIRECTORS 

AND 
 OFFICERS’ CERTIFICATE

 [Attached]