EXHIBIT 4.2
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WESTERN GAS RESOURCES, INC.,
As Issuer,
THE SUBSIDIARY GUARANTORS
Named on Schedule I hereto
AND
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
As Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of September , 1999
Supplementing the Indenture, Dated
as of June 15, 1999, among
Western Gas Resources, Inc., the
Guarantors named therein and
Chase Bank of Texas, National Association,
as Trustee
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$155,000,000
10% SENIOR SUBORDINATED NOTES DUE 2009
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 10, 1999 (the
"First Supplemental Indenture"), is by and among (i) WESTERN GAS RESOURCES,
INC., a Delaware corporation (the "Company"), as issuer of the 10% Senior
Subordinated Notes due 2009 (the "Notes"), (ii) each of the Subsidiaries of the
Company set forth on Schedule I hereto and each of the Company's Subsidiaries
which becomes a guarantor of the Notes in compliance with Section 9.16 of the
Indenture referred to herein in which such Subsidiary agrees to be bound by the
terms of the Indenture, as guarantors of the Company's obligations under the
Indenture and the Notes (each, a "Guarantor"), and (iii) Chase Bank of Texas,
National Association, as trustee (the "Trustee").
WHEREAS, the Company, the Guarantors as of June 15, 1999 (the "Issue
Date") and the Trustee heretofore executed and delivered an Indenture, dated as
of June 15, 1999 (the "Original Indenture"); and
WHEREAS, pursuant to the Original Indenture the Company issued and the
Trustee authenticated and delivered $155 million aggregate principal amount of
the Notes, which Notes were guaranteed by each of the Com pany's Subsidiaries
set forth in clause (1) of the definition of "Guarantors" in the Original
Indenture; and
WHEREAS, on August 4, 1999, the Company's subsidiary, MGTC, Inc., a
Wyoming Corporation ("MGTC"), a Restricted Subsidiary (as defined in the
Original Indenture), obtained approval from the Wyoming Public Service
Commission to execute guarantees in respect of the Company's obligations under
certain Senior Debt (as defined in the Indenture) of the Company; and as a
result of such approval, MGTC's guarantees under such Senior Debt, were issued;
and
WHEREAS, Section 9.16 of the Indenture provides that each Restricted
Subsidiary of the Company be a Guarantor for so long as such Restricted
Subsidiary has outstanding any Guarantees with respect to the Senior Debt; and
WHEREAS, Section 12.08 of the Indenture provides that each domestic
Subsidiary which is required to become a Guarantor pursuant to Section 9.16
thereof shall promptly execute and deliver to the Trustee a supplemen-
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tal indenture pursuant to which such Subsidiary shall become a Guarantor
thereunder; and
WHEREAS, this First Supplemental Indenture has been duly authorized by
all necessary corporate action on the part of the Company and the Guarantors.
NOW, THEREFORE, the Company, the Guarantors listed on Schedule I
hereto and the Trustee agree as follows for the equal and ratable benefit of
each other and the Holders of the Notes:
ARTICLE I
ADDITION OF GUARANTORS
SECTION 1.1. Addition of Guarantor. MGTC hereby expressly agrees to
issue a Subsidiary Guarantee and to be bound as, and assume the obligations of,
a Guarantor under the Indenture.
SECTION 1.2. Trustee's Acceptance. The Trustee hereby accepts this
First Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.
ARTICLE II
Miscellaneous
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SECTION 2.1. Effect of Supplemental Indenture. Upon the execution and
delivery of this First Supplemental Indenture by the Company, the Guarantors
listed in Schedule I hereto and the Trustee, the Indenture shall be supplemented
in accordance herewith, and this First Supplemental Indenture shall form a part
of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered under the Indenture shall be bound
thereby.
SECTION 2.2. Indenture Remains in Full Force and Effect. Except as
supplemented hereby, all provisions in the Indenture shall remain in full force
and effect.
SECTION 2.3. Indenture and Supplemental Indenture Construed Together.
This First Supplemental Inden-
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ture is an indenture supplemental to and in implementation of the Indenture,
and the Indenture and this First Supplemental Indenture shall henceforth be read
and construed together.
SECTION 2.4. Confirmation and Preservation of Indenture. The
Indenture as supplemented by this First Supplemental Indenture is in all
respects confirmed and preserved.
SECTION 2.5. Conflict with Trust Indenture Act. If any provision of
this First Supplemental Indenture limits, qualifies or conflicts with any
provision of the Trust Indenture Act of 1939, as amended (the "TIA") that is
required under the TIA to be part of and govern any provision of this First
Supplemental Indenture, the provision of the TIA shall control. If any
provision of this First Supplemental Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the provision of the
TIA shall be deemed to apply to the Indenture as so modified or to be excluded
by this First Supplemental Indenture, as the case may be.
SECTION 2.6. Severability. In case any provision in this First
Supplemental Indenture shall 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 2.7. Terms Defined in the Indenture. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Indenture.
SECTION 2.8. Headings. The Article and Section headings of this
First Supplemental Indenture have been inserted for convenience of reference
only, are not to be considered a part of this First Supplemental Indenture and
shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 2.9. Benefits of First Supplemental Indenture, etc. Nothing
in this First Supplemental Indenture or the Notes, express or implied, shall
give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the Notes, any benefit of
any legal or equitable
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right, remedy or claim under the Indenture, this First Supplemental Indenture or
the Notes.
SECTION 2.10. Successors. All agreements of the Company and the
Guarantors in this First Supplemental Indenture shall bind their respective
successors. All agreements of the Trustee in this First Supplemental Indenture
shall bind its successors.
SECTION 2.11. Trustee Not Responsible for Recitals. The recitals
contained herein shall be taken as the statements of the Company and the
Guarantors, and the Trustee assumes no responsibility for their correctness.
The Trustee shall have no liability for the validity or sufficiency of this
First Supplemental Indenture.
SECTION 2.12. Certain Duties and Responsibilities of the Trustee. In
entering into this First Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided.
SECTION 2.13. Governing Law. This First 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.
SECTION 2.14. Counterpart Originals. The parties may sign any number
of copies of this First Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.
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IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
WESTERN GAS RESOURCES, INC.
By: ___________________________
Name:
Title:
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GUARANTORS:
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▇▇▇▇▇ OIL & GAS COMPANY, INC.
MGTC, INC.
MIGC, INC.
MOUNTAIN GAS RESOURCES, INC.
PINNACLE GAS TREATING, INC.
WESTERN GAS RESOURCES - TEXAS,
INC.
WESTERN GAS RESOURCES -
OKLAHOMA, INC.
WESTERN GAS WYOMING, L.L.C.
By: ___________________________
Name:
Title:
▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇, NATIONAL
ASSOCIATION, as Trustee
By: __________________________
Name:
Title:
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Schedule I
Guarantors
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Name of Subsidiary
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▇▇▇▇▇ OIL & GAS COMPANY, INC.
MGTC, INC.
MIGC, INC.
MOUNTAIN GAS RESOURCES, INC.
PINNACLE GAS TREATING, INC.
WESTERN GAS RESOURCES - TEXAS, INC.
WESTERN GAS RESOURCES - OKLAHOMA, INC.
WESTERN GAS WYOMING, L.L.C.
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