EXHIBIT 4.2
FIRST
AMENDMENT TO
TRANSFER RESTRICTION AGREEMENT
OF
BOIS D'ARC ENERGY, LLC
This First Amendment to Transfer Restriction Agreement of Bois d'Arc
Energy, LLC (this "Amendment") is to be effective as of July 27, 2004. Any
capitalized terms used herein for which a definition is not provided herein
shall have the same meanings as assigned to such terms in the Transfer
Restriction Agreement dated as of July 16, 2004 (the "Restriction Agreement").
WHEREAS, the Restriction Agreement was executed incident to the formation
of a Nevada limited liability company known as Bois d'Arc Energy, LLC (the
"Company");
WHEREAS, effective July 27, 2004, the Company awarded additional Class C
Units under its Long-term Incentive Plan, and the award recipients consented to
the terms of the Restriction Agreement and became parties thereto; and
WHEREAS, the parties hereto desire to amend the Restriction Agreement to
provide for the admission of new Members on and after the effective date hereof
pursuant to award agreements under the Long-term Incentive Plan.
NOW, THEREFORE, it is agreed:
1. From and after the effective date hereof, the Restriction Agreement
is amended in the following respects (added provisions are
underlined and bold):
a. "Holder" or "Holders" shall mean (i) the Persons executing the
RESTRICTION Agreement as evidenced by the signature pages
thereto, (ii) THOSE PERSONS WHO ARE ADMITTED AS MEMBERS AS A
RESULT OF THE ISSUANCE OF UNITS PURSUANT TO THE LONG-TERM
INCENTIVE PLAN, AND (iii) any assignee of all or any part of
their respective interests in the Company.
b. "Member" or "Members" shall mean (i) one or more of those
Persons executing the Restriction Agreement as a Member of the
Company, (ii) ONE OR MORE OF THOSE PERSONS WHO ARE ADMITTED AS
MEMBERS AS A RESULT OF THE ISSUANCE OF UNITS PURSUANT TO THE
LONG-TERM INCENTIVE PLAN, AND (iii) any assignee of all or any
part of their respective interests in the Company who is
admitted to the Company as a Member in conformity with the
provisions of the Operating Agreement
c. Section 7.1. Execution in Counterparts; JOINDER AGREEMENTS.
The RESTRICTION Agreement may be executed in counterparts, all
of which taken together shall be deemed one original, AND
ADDITIONAL PARTIES TO THE RESTRICTION AGREEMENT MAY BE ADDED
THROUGH EXECUTION OF JOINDER AGREEMENTS INCORPORATED IN THEIR
AWARD AGREEMENTS UNDER THE LONG-TERM INCENTIVE PLAN.
d. Section 7.6. Amendment. This Agreement may be amended or
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modified only by approval of the Board of Managers of the
Company pursuant to Sections 6.6 and 9.7 of the Operating
Agreement. Each Holder other than Xxxxxxxx Offshore, LLC, by
its execution of this Agreement OR A JOINDER AGREEMENT, hereby
makes, constitutes and appoints the Chief Executive Officer of
the Company as its true and lawful agent and attorney-in-fact,
with full power of substitution and full power and authority
in its name, place and stead to make, execute, sign, and
acknowledge all instruments that the Chief Executive Officer
deems appropriate to reflect any amendment or modification of
this Agreement pursuant to the terms of this Section 7.6. The
power of attorney granted by this Section 7.6 shall be
considered coupled with an interest and shall survive any
disability of a Member.
2. (i) The Chief Executive Officer of the Company, as agent for the
Holders other than Xxxxxxxx Offshore, LLC, hereby consents to this Amendment.
3. This instrument may be executed by the parties hereto individually
or in combination, in one or more counterparts, each of which shall be an
original and all of which shall together constitute one in the same instrument.
EXECUTED to be effective as of July 27, 2004.
XXXXXXXX OFFSHORE, LLC
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Sr. Vice President
Pursuant to the authority granted to the
Chief Executive Officer in Section 7.6 of
the Restriction Agreement, the Chief
Executive Officer has executed this
Amendment on behalf of all other Members.
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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