Exhibit 4.2
NOVA BIOSOURCE FUELS, INC.,
THE GUARANTORS LISTED HEREIN,
AND
THE BANK OF NEW YORK TRUST COMPANY,
N.A.,
as Trustee
SUPPLEMENTAL INDENTURE
Dated as of
March 27, 2008
TO
INDENTURE
Dated as of
September 28, 2007
10% CONVERTIBLE SENIOR SECURED NOTES DUE
2012
SUPPLEMENTAL
INDENTURE dated
as of March 27, 2008 among Nova Biosource Fuels, Inc., a
Nevada corporation (including any successors or assigns, the
“ Company ”) , Nova Holding Clinton
County, LLC and Nova Biofuels Clinton County, LLC, each a Delaware
limited liability company, as guarantors, and The Bank of New York
Trust Company, N.A., a national banking association, as trustee
(the “ Trustee ”).
WHEREAS, the
Trustee, the Company, Nova Holdings Seneca LLC (for certain limited
purposes) and the Guarantors have heretofore executed and delivered
that certain Indenture dated as of September 28, 2007 (the
“ Indenture ”), providing for the issuance
of 10% Convertible
Senior Secured Notes due 2012 (including all 10% Convertible Senior
Secured Notes issued in exchange, transfer or replacement thereof,
the “ Notes ”);
WHEREAS,
capitalized terms used but not defined herein have the meanings
ascribed to them in the Indenture;
WHEREAS,
Section 10.01(a) of the Indenture, provides that the
Company, the Guarantors and the Trustee may, without the consent of
the Holders, amend and supplement the Indenture in order to
cure any ambiguity, defect
or inconsistency; provided, that such cure will not, in the good
faith opinion of the Board of Directors, adversely affect the
interests of the Holders in any material respect;
WHEREAS, the
Company and each of the Guarantors desire and have requested the
Trustee to join with them in entering into this Supplemental
Indenture for the purpose of amending the Indenture in certain
respects, as permitted by Section 10.01(a) of the
Indenture;
WHEREAS, the
execution and delivery of this Supplemental Indenture has been
authorized by resolutions of the Board of Directors of the Company
and the Boards of Managers of each Guarantor; and
WHEREAS, the
Company (i) has delivered to the Trustee simultaneously with
the execution of this Supplemental Indenture (a) a resolution
of its Board of Directors authorizing the execution of this
Supplemental Indenture and (b) the Officers’
Certificate, the Opinion of Counsel and other documents requested
by the Trustee as described in Section 8.02 of the Indenture
and (ii) has satisfi
