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EXHIBIT 4.2
FIRST SUPPLEMENT TO INDENTURE
This FIRST SUPPLEMENT TO INDENTURE (this "First Supplement") is entered
into as of this 11th day of October, 2000, by and between DEVX ENERGY, INC.
(formerly known as Queen Sand Resources, Inc.), a Delaware corporation (the
"Company"), DevX Energy, Inc., a Nevada corporation (formerly known as Queen
Sand Resources, Inc.), DevX Operating Co., a Nevada corporation (formerly known
as Queen Sand Operating Co.), and Corrida Resources, Inc., a Nevada corporation
(collectively, the "Subsidiary Guarantors") and XXXXXX TRUST AND SAVINGS BANK,
an Illinois corporation, as Trustee (the "Trustee"). Each defined term used
herein shall have the meaning assigned to it in the Indenture (hereinafter
defined), unless the context hereof otherwise requires or provides.
RECITALS
1. WHEREAS, as of July 1, 1998, Company and Trustee executed an
Indenture providing for the issuance of up to $125 million aggregate principal
amount of the Company's 12 1/2% Senior Notes due 2008 (the "Indenture"); and
2. WHEREAS, pursuant to Section 902 of the Indenture, the consent of
the Holders is required for the execution and delivery of this First Supplement
by the Company; and
3. WHEREAS, the Company has requested and the Holders have agreed to
amend certain provisions of the Indenture.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING, the mutual covenants
and agreements herein contained and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged by the
parties hereto by their execution hereof, the parties hereby agree as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
1.1 Clause (b)(ii) of Section 1008 is deleted in its entirety and the
following substituted therefore:
"(ii) Indebtedness under the Senior Credit Facilities, to the extent
that the aggregate principal amount of all Indebtedness under the
Senior Credit Facilities at any one time does not exceed the sum of $35
million plus the amount by which the net cash proceeds obtained from
any Equity Offering consummated by the Company on or before October 31,
2000 exceeds $50 million; provided, however, that the maximum amount
available to be outstanding under the Senior Credit Facilities as
Permitted Indebtedness pursuant to this clause (ii) shall at no time
exceed $60 million and shall be permanently reduced by the Net
Available Cash from Asset Sales used to permanently repay Indebtedness
under the Senior Credit Facilities (with a permanent
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reduction of the related commitment to lend or the amount available to
be refinanced in the case of a revolving credit facility) and not
subsequently reinvested in Additional Assets or used to permanently
reduce other Indebtedness to the extent permitted pursuant to Section
1013; provided, however, that the application of such Net Available
Cash form Asset Sales shall not permanently reduce the amount of
Permitted Indebtedness under this clause (ii) below $10 million in
principal amount plus related accrued interest and costs;"
1.2 The following shall be inserted at the end of paragraph (b) of
Section 1015:
"Notwithstanding anything in the foregoing paragraph, no Change of
Control shall be deemed to have occurred as a result of the exchange of
all outstanding shares of Series A preferred stock, Series C preferred
stock and common stock repricing rights for shares of common stock
pursuant to a recapitalization proposal approved by the stockholders of
the Company, or in connection with any Equity Offering consummated by
the Company, on or before October 31, 2000."
ARTICLE II
MISCELLANEOUS
2.1 Further Assurances. The parties will execute and deliver such
further instruments and do such further acts and things as may be reasonably
required to carry out the intent and purpose of this First Supplement.
2.2 Counterparts. This First Supplement may be executed in counterparts
and all such counterparts executed shall constitute one agreement binding on all
the parties hereto notwithstanding that all the parties hereto are not
signatories to the original or to the same counterpart.
2.3 Captions. Captions contained in this First Supplement are inserted
only as a matter of convenience and in no way define, limit, extend or describe
the scope of this First Supplement or the intent of any provisions hereof.
2.4 Governing Law. This First Supplement shall be governed by and
construed in accordance with the laws of the State of New York.
2.5 Successors and Assigns. All agreements of the Company in this First
Supplement shall bind its successor. All agreements of the Trustee in this First
Supplement shall bind its successor.
2.6 Severability. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.
2.7 Indenture Remains in Full Force and Effect. Except to the extent
amended hereby or in connection herewith, all terms, provisions and conditions
of the Indenture and the other
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Transaction Documents, and all documents executed in connection therewith,
including without limitation, the Company Security Agreement, shall continue in
full force and effect and shall remain enforceable and binding in accordance
with their respective terms. Except as specifically modified herein, the
Indenture remains unchanged and in full force and effect.
2.8 Trust Indenture Act Controls. If any provision of this First
Supplement limits, qualifies or conflicts with another provision which is
required to be included in this First Supplement by the Trust Indenture Act, the
required provision shall control.
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IN WITNESS WHEREOF, the parties have executed this First Supplement on
the date first set forth above.
XXXXXX TRUST AND SAVINGS BANK, an
Illinois Corporation, as Trustee
By: /s/ Authorized Signatory
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Name:
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Title:
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DEVX ENERGY, INC., a Delaware Corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
DEVX ENERGY, INC., a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
DEVX OPERATING CO., a
Nevada corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
CORRIDA RESOURCES, INC., a
Nevada corporation
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President
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