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EXHIBIT 4.3
HS RESOURCES, INC.
and
XXXXXX TRUST AND SAVINGS BANK
Trustee
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First Supplemental Indenture
Dated as of November 25, 1996
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$75,000,000
9 7/8 Senior Subordinated Notes due 2003
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "FIRST SUPPLEMENTAL
INDENTURE") dated as November 25, 1996 is among HS RESOURCES, INC., a Delaware
corporation (the "COMPANY"), and its wholly-owned subsidiaries, ORION
ACQUISITION, INC., a Delaware corporation ("ORION") and HSRTW, INC., a
Delaware corporation ("HSRTW") (collectively, Orion and HSRTW are referred to
herein as the "GUARANTORS") and XXXXXX TRUST AND SAVINGS BANK (the "TRUSTEE").
RECITALS
A. The Company and the Trustee executed an indenture dated as of
December 1, 1993 (the "INDENTURE"), relating to the Company's 9 7/8% Senior
Subordinated Notes due 2003 (the "NOTES"). All terms not defined herein shall
have the meanings assigned to them in the Indenture.
B. Pursuant to Section 13.3 of the Indenture, Orion and HSRTW
desire to become Subsidiary Guarantors by executing (i) this First Supplemental
Indenture, which subjects the Guarantors to the provisions of the Indenture,
and (ii) Subsidiary Guarantees, pursuant to which each of the Guarantors
guarantees the obligations of the Company under the Indenture.
C. Pursuant to Section 9.1 of the Indenture, the Company and the
Trustee desire to amend the Indenture without the consent of any Holder to add
Orion and HSRTW as Subsidiary Guarantors.
D. All conditions precedent provided for in the Indenture
relating to this First Supplemental Indenture have been complied with.
AGREEMENT
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, the
Company, Orion, HSRTW, and the Trustee mutually covenant and agree for the
equal and proportionate benefit of all Holders of the Notes as follows:
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ARTICLE I
AMENDMENT OF ARTICLE I
SECTION 1.1 DEFINITIONAL AMENDMENT. Section 1.1 of Article I of
the Indenture is amended by substituting the definition of Subsidiary Guarantor
with the following:
"SUBSIDIARY GUARANTOR" means (i) Orion Acquisition, Inc., a
Delaware corporation, (ii) HSRTW, Inc., a Delaware corporation, and
(iii) each of the Restricted Subsidiaries that becomes a guarantor of
the Notes in compliance with the provisions hereof and executes a
supplemental indenture agreeing to be bound by the terms hereof.
SECTION 1.2 MUTATIS MUTANDIS EFFECT. The Indenture is hereby
amended mutatis mutandis to reflect the addition of the changes incorporated in
the Indenture pursuant to Section 1.1 above.
ARTICLE II
MISCELLANEOUS
SECTION 2.1 COUNTERPARTS. This First Supplemental Indenture may
be executed in counterparts, each of which when so executed shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.
SECTION 2.2 SEVERABILITY. In the event that any provision in
this First Supplemental Indenture shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
SECTION 2.3 HEADINGS. The article and section headings herein
are for convenience only and shall not have an effect on the construction
hereof.
SECTION 2.4 SUCCESSORS AND ASSIGNS. Any covenants and agreements
in this First Supplemental Indenture by the Company, the Guarantors and the
Trustee shall bind their respective successors and assigns, whether so
expressed or not.
SECTION 2.5 GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
SECTION 2.6 EFFECT OF FIRST SUPPLEMENTAL INDENTURE. Except as
amended by this First Supplemental Indenture, the terms and provisions of the
Indenture shall remain in full force and effect.
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SECTION 2.7 TRUSTEE. The Trustee accepts the modifications of
trusts referenced in the Indenture and effected by this First Supplemental
Indenture. Without limiting the generality of the foregoing, the Trustee
assumes no responsibility for the correctness of the recitals herein contained,
which shall be taken as the statements of the Company and the Guarantors, and
the Trustee shall not be responsible or accountable in any way whatsoever for
or with respect to the validity or execution or sufficiency of this First
Supplemental Indenture, and the Trustee makes no representation with respect
thereto.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be executed by their duly authorized representatives
as of the date hereof.
COMPANY:
ATTEST HS RESOURCES, INC.
/s/ XXXXX X. XXXXXXX By: /s/ P. XXXXXXX XXXXXX
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Name: Xxxxx X. Xxxxxxx Name: P. Xxxxxxx Xxxxxx
Title: Secretary Title: President
SUBSIDIARY GUARANTORS:
ATTEST ORION ACQUISITION, INC.
/s/ XXXXX X. XXXXXXX By: /s/ P. XXXXXXX XXXXXX
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Name: Xxxxx X. Xxxxxxx Name: P. Xxxxxxx Xxxxxx
Title: Secretary Title: President
ATTEST HSRTW, INC.
/s/ XXXXX X. XXXXXXX By: /s/ P. XXXXXXX XXXXXX
------------------------------- ----------------------------------------
Name: Xxxxx X. Xxxxxxx Name: P. Xxxxxxx Xxxxxx
Title: Secretary Title: President
TRUSTEE:
ATTEST XXXXXX TRUST AND SAVINGS BANK
/s/ X. XXXXXX By: /s/ X. XXXXXXXXX
------------------------------- ----------------------------------------
Name: X. Xxxxxx Name: X. Xxxxxxxxx
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Title: Assistant Secretary Title: Vice President
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STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On the 25 day of November, 1996, before me personally came P. Xxxxxxx
Xxxxxx, to me known, who, being by me duly sworn, did depose and say that he
resides at Englewood, Colorado, that such person is the President of HS
RESOURCES, INC., one of the corporations described in and which executed the
above instrument; that such persons knows the corporate seal of such
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed pursuant to authority of the board of directors of such
corporation; and that such person executed said instrument pursuant to like
authority.
/s/ XXXXX X. XXXX
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Notary -- Xxxxx X. Xxxx
(NOTARIAL SEAL)
My commission expires: 1/4/97
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On the 25th day of November, 1996, before me personally came P.
Xxxxxxx Xxxxxx, to me known, who, being by me duly sworn, did depose and say
that he resides at Englewood, Colorado, that such person is the President of
ORION ACQUISITION, INC., one of the corporations described in and which
executed the above instrument; that such persons knows the corporate seal of
such corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed pursuant to authority of the board of directors of
such corporation; and that such person executed said instrument pursuant to
like authority.
/s/ XXXXX X. XXXX
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Notary -- Xxxxx X. Xxxx
(NOTARIAL SEAL)
My commission expires: 1/4/97
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STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On the 25th day of November, 1996, before me personally came P.
Xxxxxxx Xxxxxx, to me known, who, being by me duly sworn, did depose and say
that he resides at Englewood, Colorado, that such person is the President of
HSRTW, INC., one of the corporations described in and which executed the above
instrument; that such persons knows the corporate seal of such corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed pursuant to authority of the board of directors of such corporation;
and that such person executed said instrument pursuant to like authority.
/s/ XXXXX X. XXXX
---------------------------------------
Notary -- Xxxxx X. Xxxx
(NOTARIAL SEAL)
My commission expires: 1/4/97
STATE OF )
) ss.
COUNTY OF )
On the 25th day of November, 1996, before me personally came_________
, to me known, who, being by me duly sworn, did depose and say that he resides
at ______________________________________________________, that such person is
the of XXXXXX TRUST AND SAVINGS BANK, one of the corporations described in and
which executed the above instrument; that such persons knows the corporate seal
of such corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed pursuant to authority of the board of directors of
such corporation; and that such person executed said instrument pursuant to like
authority.
/s/ XXXXXXXX XXXX
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Notary -- Xxxxxxxx Xxxx
(NOTARIAL SEAL)
My commission expires:
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