EXHIBIT 4.2
FIRST AMENDMENT TO THE
PREFERRED STOCK PURCHASE AGREEMENT
FIRST AMENDMENT, dated as of September 19, 1997 (this "Amendment"), to the
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Stock Purchase Agreement, dated as July 31, 1997 (the "Preferred Stock Purchase
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Agreement"), among Patina Oil & Gas Corporation, a Delaware corporation (the
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"Company"), and each of the investors named on Schedule I, revised hereby, and
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who execute signature pages hereto (each an "Investor" and collectively, the
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"Investors")(terms defined in the Preferred Stock Purchase Agreement and used
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herein shall have the meanings given to them in the Preferred Stock Purchase
Agreement).
W I T N E S S E T H:
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WHEREAS, the Company and the Investors have entered into the Preferred
Stock Purchase Agreement, pursuant to which the Company has agreed to issue and
sell to such investors up to 2,520,000 shares of the Company's 8.5% Convertible
Preferred Stock, par value $.01 per share, on the terms and conditions set forth
in such Preferred Stock Purchase Agreement;
WHEREAS, the parties to the Preferred Stock Purchase Agreement desire that
certain provisions of the Preferred Stock Purchase Agreement be amended in the
manner provided for in this Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Amendments
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(a) The Preamble to the Preferred Stock Purchase Agreement is hereby
amended by inserting the following phrase following the phrase "1997": "and as
amended and restated as of September 19, 1997,"
(b) Amendments to Recitals.
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(i) The first paragraph of the recitals to the Preferred Stock Purchase
Agreement is hereby amended by deleting the phrase "100,000" in its
entirety and inserting in lieu thereof the phrase "160,000".
(ii) The third paragraph of the recitals to the Preferred Stock Purchase
Agreement is hereby amended by inserting, on the third line, the following
phrase in the first parenthetical immediately prior to the word "the": "as
amended as of September 19, 1997".
(iii) The third paragraph of the recitals to the Preferred Stock Purchase
Agreement is hereby amended by inserting, on the sixth line, the following
parenthetical immediately following the word "Offering": "(other than the
70,000 shares transferred by SOCO to the Investors pursuant to the SOCO
Option Agreement referred to below)".
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(iv) The fourth paragraph of the recitals to the Preferred Stock Purchase
Agreement is hereby amended by inserting, on the fourth line, in the
beginning of the parenthetical immediately following the word "Agreements":
"(as amended as of September 19, 1997".
(v) The fourth paragraph of the recitals to the Preferred Stock Purchase
Agreement is hereby amended by inserting, on the tenth line, the following
phrase immediately following the word "hereof": "and (ii) concurrently with
the initial closing hereunder, SOCO has agreed to transfer pursuant to the
SOCO Option Agreements an aggregate of 70,000 shares of Common Stock to the
Investors;".
(c) Amendment to Section 4.05.
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(i) Section 4.05(a) of the Preferred Stock Purchase Agreement is hereby
amended by inserting, on the eighth line, the following phrase immediately
prior to the word "except": "or any shares of Common Stock otherwise
acquired hereunder,".
(ii) Section 4.05(b) of the Preferred Stock Purchase Agreement is hereby
amended by inserting, on the third line, the following phrase immediately
following the word "thereof": "or any shares of Common Stock otherwise
acquired hereunder".
(iii) Section 4.05(b) of the Preferred Stock Purchase Agreement is hereby
amended by inserting, on the tenth line, the following phrase immediately
following the word "Stock": "and such Common Stock".
(iv) Section 4.05(b) of the Preferred Stock Purchase Agreement is hereby
amended by inserting, in the second paragraph, the following phrase
immediately following phrase "JULY 31, 1997": "AS AMENDED AND RESTATED AS
OF SEPTEMBER 19, 1997".
(d) Amendment to Section 4.07. Section 4.07 of the Preferred Stock
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Purchase Agreement is hereby amended by inserting, on the fourth line, the
following phrase immediately following the word "converted": "and the other
shares of Common Stock acquired hereunder".
(e) Amendment to Section 4.08. Section 4.08 of the Preferred Stock
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Purchase Agreement is hereby amended by inserting, on the second line, the
following phrase immediately following the word "Stock": "and the Common Stock".
(f) Amendment to Section 5.01. Section 5.01(c) of the Preferred Stock
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Purchase Agreement is hereby amended by deleting, from the fourth line, the word
"and", and inserting, on the fifth line the following phrase immediately
following the word "Agreement": "and (iii) SOCO shall issue to the Investor
70,000 shares of Common Stock pursuant to the SOCO Option Agreement".
(g) Amendment to Section 5.04. Section 5.04 of the Preferred Stock
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Purchase Agreement is hereby deleted in its entirety.
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(h) Amendment to Section 6.01. Section 6.01 of the Preferred Stock
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Purchase Agreement is hereby amended by deleting, from the fourth line, the
phrase "as Additional Consideration owned" and inserting in lieu thereof the
following phrase: "acquired hereunder and the shares of Common Stock acquired
pursuant to the SOCO Option Agreement".
(i) Amendments to Section 8.01.
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(i) Section 8.01(a) of the Preferred Stock Purchase Agreement is hereby
amended by inserting the following word immediately following the phrase
"Company;": "or".
(ii) Section 8.01(b) of the Preferred Stock Purchase Agreement is hereby
amended by deleting, from the last line, the word "or" and inserting a
period in lieu thereof.
(iii) Section 8.01(c) of the Preferred Stock Purchase Agreement is hereby
deleted it in its entirety.
(j) Amendment to Section 8.02. Section 8.02 of the Preferred Stock
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Purchase Agreement is hereby amended by deleting the phrase "Except as provided
in Section 8.03, in" in its entirety and inserting in lieu thereof the word
"In".
(k) Amendment to Section 8.03. Section 8.03 of the Preferred Stock
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Purchase Agreement is hereby deleted it in its entirety.
(l) Amendment to Section 9.07. Section 9.07 of the Preferred Stock
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Purchase Agreement is hereby amended by deleting the phrase "In the event that
SOCO determines not to sell its Common Stock in the Secondary Stock Offering
because the proposed Net Offering Price is less than $7.0875 per share, then" in
its entirety and inserting in lieu thereof the phrase "At or following the
Initial Closing (or the termination of this Agreement, as the case may be),".
(m) Amendment to Section 9.16. Section 9.16 of the Preferred Stock
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Agreement is hereby amended by inserting the following phrase at the end of such
paragraph: ; provided, however, that each party hereby consents to the
amendments (and, if applicable, restatements) of the Share Repurchase Agreement
and the Stock Purchase Agreement that were executed as of September 19, 1997 and
references in this Agreement to such documents shall be the form of such
document as so amended.
Section 2. Effectiveness. This Amendment shall become effective on the
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date on which each of the parties to the Preferred Stock Purchase Agreement
shall have executed and delivered this Amendment in accordance with the
provisions of Section 9.03 of the Preferred Stock Purchase Agreement.
Section 3. No Other Amendments. Except as expressly amended, modified
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and supplemented hereby, the provisions of the Preferred Stock Purchase
Agreement are and shall remain in full force and effect.
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Section 4. Counterparts. This Amendment may be executed by one or more of
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the parties to this Amendment on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.
PATINA OIL & GAS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
FIRST RESERVE FUND VII, LIMITED PARTNERSHIP
By: First Reserve Corporation, its General
Partner
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title:
With copy to:
Xxxxxx X. Xxxxxxx, Esq. 475 Steamboat Road
Xxxxxx Xxxx & Xxxxxxxx LLP Xxxxxxxxx, Xxxxxxxxxxx 00000
0000 Xxxxxxxxxx Xxxxxx Phone: (000) 000-0000
Suite 4100 Fax: (000) 000-0000
Xxxxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
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CHASE VENTURE CAPITAL ASSOCIATES, L.P.
By: Chase Capital Partners, its General
Partner
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
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Title: General Partner
With copy to:
Xxxxxx Xxxxxxxxx, Esq.
X'Xxxxxxxx, Graev & Karabell x/x Xxxxx Xxxxxxx Xxxxxxxx
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx 380 Madison Avenue, 12th Floor
New York, New York 10112 Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000 Phone: (000) 000-0000
Fax: (000) 000-0000 Fax: (000) 000-0000
HIGHBRIDGE INTERNATIONAL LDC
By: HIGHBRIDGE CAPITAL MANAGEMENT, INC.
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
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Title: Managing Director
With copy to:
Xxx Xxxxxxx, Esq.
c/o Highbridge Capital c/o Highbridge Capital Management, Inc.
Management, Inc. 000 Xxxxx Xxxxxx, 00xx Xxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Xxx Xxxx, Xxx Xxxx 00000 Phone: (000) 000-0000
Phone: (000) 000-0000 Fax: (000) 000-0000
Fax: (000) 000-0000
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BEDFORD FALLS INVESTORS, LP
By: Metropolitan Capital Advisors, LP
its General Partner
By: Metropolitan Capital Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Chief Executive Officer
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxxxxx X. Dub
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Xxxxxxx X. Dub
c/o Credit Suisse First Boston
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
x/x Xxxxxxx, Xxxxx & Xxxxx
Xxxxxxxxx Xxxxx
000 Xxxxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
c/x Xxxxxxxxx & Company Inc.
1155 Avenue of the Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Phone:(000) 000-0000
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Fax: (000) 000-0000
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
c/o Petroleum Heat & Power Co., Inc.
0000 Xxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
x/x Xxxxxxxxx Xxxxxxx
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx Xxxxxxxx #000
Xxxxx 0X
Xxxxxxxxx Xxxx, XX 000000
Schedule I
SCHEDULE OF INVESTORS' COMMITMENTS
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Name of Investor Aggregate Commit- Percentage of Shares Number of Shares
ment Amount of 8.5% Convertible of Common Stock
Preferred Stock to be Acquired at
Initial Closing
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First Reserve Fund 32,500,000 51.58730% 82,540
VII, Limited
Partnership
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Chase Venture Capital 22,500,000 35.71429% 57,143
Associates, L.P.
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Highbridge 4,750,000 7.53968% 12,063
International LDC
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Bedford Falls 2,500,000 3.96825% 6,349
Investors, LP
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Xxxxxxx X. Dub 400,000 0.63492% 1,016
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Xxxxx Xxxxxxxxx 100,000 0.15873% 254
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Xxxxxxx X. Xxxxxxxxx 100,000 0.15873% 254
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Xxxx X. Xxxxx 100,000 0.15873% 254
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Xxxxx Xxxxxx 50,000 0.07937% 127
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63,000,000 100.00000% 160,000
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160,000
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