Exhibit 4.2.1


 


SECOND SUPPLEMENTAL
INDENTURE


 


This Second Supplemental Indenture, dated as of October 16, 2008
(this “Second Supplemental Indenture”), is entered into among, Venoco, Inc.
(together with its successors and assigns, the “Company”), the Guarantors
(as defined in the Indenture) and U.S. Bank National Association, as
trustee (the “Trustee”) under the Indenture, dated as of December 20,
2004, by and among the Company, the Guarantors party thereto and the Trustee
(as supplemented, amended or otherwise modified, the “Indenture”),
relating to the Company’s 8.75% Senior Notes due 2011 (the “Notes”).


 


W I T N E S S
E T H:


 


WHEREAS, the Indenture was supplemented and amended by a Supplemental
Indenture, dated as of December 14, 2007, by and among the Company, the
Guarantors party thereto and the Trustee, to cure an ambiguity in the
definition of “Permitted Investment” (set forth in Section 1.1 of the
Indenture); and


 


WHEREAS, the Company desires to conform the language of the Indenture
to that contained in the Offering Memorandum to clarify that the Company may
issue preferred stock; and


 


WHEREAS, Section 3.3(a) of the Indenture provides that “[t]he
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, Guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect
to (collectively, ‘incur’) any Indebtedness (including Acquired Debt),
neither the Company nor any Restricted Subsidiary will issue any Disqualified
Stock, and neither the Company nor any Guarantor shall issue any shares of Preferred
Stock; provided, however, that the Company and any
Guarantor may incur Indebtedness (including Acquired Debt) or issue
Disqualified Stock, if the Fixed Charge Coverage Ratio
for the Company’s most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on
which such additional Indebtedness or such Disqualified Stock is issued would
have been at least 2.5 to 1.0, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or Disqualified Stock had been issued, as the
case may be, at the beginning of such four-quarter period.” (emphasis added);
and


 


WHEREAS, the offering memorandum dated December 15, 2004 (the “Offering
Memorandum”), relating to the Registered Exchange Offer of the Notes,
provides that “[t]he Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, ‘incur’) any
Indebtedness (including Acquired Debt), neither the Company nor any Guarantor
will issue any Disqualified Stock, and the Company will not permit any of its Restricted
Subsidiaries to issue any shares of preferred stock,
provided, however, that the Company and any Guarantor may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge
Coverage Ratio for the Company’s most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred or such Disqualified
Stock is issued would have been at least 2.5 to 1.0, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred or Disqualified Stock had been
issued, as the case may be, at the beginning of such four-quarter period.”  (emphasis added); and


 


WHEREAS, pursuant to Section 9.1(4) of the Indenture, the
Trustee, the Guarantors and the Company are authorized to execute and deliver
this Second Supplemental Indenture to amend the Indenture, without the consent
of any Holder, to conform the Indenture to the Offering Memorandum;


 

















 


NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.1         Defined
Terms.  As used in this Second
Supplemental Indenture, terms defined in the Indenture or in the preamble or
recital hereto are used herein as therein defined.  The words “herein,” “hereof” and “hereby” and
other words of similar import used in this Second Supplemental Indenture refer
to this Second Supplemental Indenture as a whole and not to any particular
section hereof.


 


ARTICLE II


 


Amendment


 


SECTION 2.1         Amendment.  Section 3.3 of the Indenture is hereby
amended by replacing the phrase “and neither the Company nor any Guarantor
shall issue any shares of Preferred Stock” in subsection (a) with the
phrase “and the Company will not permit any of its Restricted Subsidiaries to
issue any shares of Preferred Stock”.


 


ARTICLE III


 


Miscellaneous


 


SECTION 3.1         Notices.  All notices and other communications to the
Company, Trustee or any Holder shall be given as provided in the
Indenture.  The Company will mail to the
Holders the Notice required in Section 9.1 of the Indenture.


 


SECTION 3.2         Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or with respect to this Second Supplemental Indenture or the Indenture or
any provision herein or therein contained.


 


SECTION 3.3         Governing
Law.  This Second Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of
the State of New York.


 


SECTION 3.4         Severability
Clause.  In case any provision in this
Second 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 and such provision shall be ineffective
only to the extent of such invalidity, illegality or unenforceability.


 


SECTION 3.5         Ratification
of Indenture; Second Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions
and provisions thereof shall remain in full force and effect.  This Second Supplemental Indenture shall form
a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound by this Second
Supplemental Indenture.  The Trustee
makes no representation or warranty as to the validity or sufficiency of this
Second Supplemental Indenture.


 


2

















 


SECTION 3.6         Counterparts.  The parties hereto may sign one or more
copies of this Second Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.


 


SECTION 3.7         Headings.  The headings of the Articles and the sections
in this Second Supplemental Indenture are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.


 


IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first above written.


 


 


	
  VENOCO, INC.

  	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Timothy M. Marquez

  	
   

  	
  By: 

  	
  /s/ Seth
  Dodson

  
	
   

  	
  Name:
  Timothy M. Marquez

  	
   

  	
  Name: Seth
  Dodson

  
	
   

  	
  Title: Chief
  Executive Officer

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  GUARANTORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WHITTIER
  PIPELINE CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Timothy
  M. Marquez

  	
   

  	
   

  
	
  Name:  Timothy M. Marquez

  	
   

  	
   

  
	
  Title:  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TEXCAL
  ENERGY (LP) LLC

  	
   

  	
   

  
	
  By:

  	
  /s/ Timothy
  M. Marquez

  	
   

  	
   

  
	
  Name:  Timothy M. Marquez

  	
   

  	
   

  
	
  Title:  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TEXCAL
  ENERGY (GP) LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
     /s/
  Timothy M. Marquez

  	
   

  	
   

  
	
  Name:
  Timothy M. Marquez

  	
   

  	
   

  
	
  Title: Chief
  Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TEXCAL
  ENERGY SOUTH TEXAS L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  TEXCAL
  ENERGY (GP) LLC,

  	
   

  	
   

  
	
   

  	
    as
  general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/
  Timothy M. Marquez

  	
   

  	
   

  
	
  Name:
  Timothy M. Marquez

  	
   

  	
   

  
	
  Title: Chief
  Executive Officer

  	
   

  	
   

  
							



 


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