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 satisfied all
other conditions required under the Indenture to enable the Company, the
Guarantors and the Trustee to enter into this Supplemental Indenture.


 


NOW, THEREFORE, in consideration of the above
premises, each party hereby agrees, for the benefit of the others and for equal
and ratable benefit of the Holders, as follows:


 


ARTICLE 1.

AMENDMENTS TO THE INDENTURE


 


Section 1.01.                Amendment
to Section 5.20.


 


The Indenture is hereby amended to cure an
ambiguity, defect or inconsistency by restating Section 5.20.  Issuance or Sale of Subsidiary Stock in its
entirety to read as follows (underlined text denotes the amendment):


 


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“Section 5.20.      Issuance or Sale of Subsidiary Stock.


 


                The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, sell any
Capital Stock of a Restricted Subsidiary of the Company, except to the Company
or to another wholly owned Subsidiary of the Company, unless the Company and
its Restricted Subsidiaries, as the case may be, sell 100% of the Capital Stock
of the subject Restricted Subsidiary that they own in accordance with Section 5.10,
Section 5.15 and/or Article 6 of this Indenture, as applicable.  In addition, no Restricted Subsidiary
of the Company shall issue any Capital Stock, other than to the Company or
another Restricted Subsidiary of the Company.”


 


ARTICLE 2.

MISCELLANEOUS PROVISIONS


 


Section 2.01.                Indenture.


 


Except as amended hereby, the Indenture, the Notes
and the Guarantees are in all respects ratified and confirmed and all their terms
shall remain in full force and effect.  This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of the Notes heretofore or hereafter authenticated and delivered
under the Indenture shall be bound hereby and all terms and conditions of both
shall be read together as though they constitute a single instrument, except
that in the case of conflict the provisions of this Supplemental Indenture will
control.


 


Section 2.02.                Governing
Law.


 


THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW THAT WOULD APPLY ANY OTHER LAW.


 


Section 2.03.                No
Adverse Interpretation of Other Agreements.


 


This Supplemental Indenture may not be used to
interpret any other indenture, loan or debt agreement of the Company or its
Subsidiaries or of any other Person.  Any
such indenture, loan or debt agreement may not be used to interpret this
Supplemental Indenture.


 


Section 2.04.                Successors.


 


All agreements of the Company in this Supplemental Indenture
shall bind its successors.  All
agreements of the Trustee in this Supplemental Indenture shall bind its
successors.


 


Section 2.05.                Severability.


 


In case any provision in this 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.


 


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Section 2.06.                Counterpart
Originals.


 


The parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement.


 


Section 2.07.                Headings.


 


The Headings of the Articles and Sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Supplemental Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.


 


[Signatures on following
page]


 


3

















 


Executed and delivered as of the date first
written above.


 


	
   

  	
  NOVA BIOSOURCE FUELS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth T. Hern

  
	
   

  	
   

  	
  Name:
  Kenneth T. Hern

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  NOVA HOLDING CLINTON COUNTY, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth T. Hern

  
	
   

  	
   

  	
  Name:
  Kenneth T. Hern

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  NOVA BIOFUELS CLINTON COUNTY, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth T. Hern

  
	
   

  	
   

  	
  Name:
  Kenneth T. Hern

  
	
   

  	
   

  	
  Title:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A., As Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mauri J. Cowen

  
	
   

  	
   

  	
  Name:
  Mauri J. Cowen

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


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