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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
