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EXHIBIT 10.67
THIRD SUPPLEMENT TO PRODUCTION
PAYMENT CONVEYANCE
THIS THIRD SUPPLEMENT TO PRODUCTION PAYMENT CONVEYANCE (this
"Supplement"), dated as of the date set out at the end hereof, is made by
TransTexas Gas Corporation, a Delaware corporation ("Grantor"), Southern
Producer Services, L.P. ("SPS"), TCW Portfolio No. 1555 DR V Sub-Custody
Partnership, L.P. ("Fund V"), and TCW DR VI Investment Partnership, L.P. ("Fund
VI"). SPS, Fund V and Fund VI are herein collectively called "Grantee".
RECITALS:
A. Effective as of March 1, 2000, Grantor executed in favor of Grantee
that certain Production Payment Conveyance dated as of March 14, 2000
(as heretofore amended, the "Original Conveyance"), recorded as set
forth in Schedule 1 hereto; all capitalized terms used but not defined
herein shall have the meanings assigned to them in the Original
Conveyance.
B. Grantee and Grantor desire to supplement and amend the Original
Conveyance in order to account for the payment by SPS of additional
funds to Grantor.
C. As described in Section 8.7 of the Original Conveyance, and pursuant to
the Purchase Agreement referred to in the Original Conveyance, Fund V
and Fund VI have appointed TCW Asset Management Company to act as their
agent in connection with supplements and amendments to the Original
Conveyance.
SUPPLEMENTS AND AGREEMENTS:
FOR A GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, Grantor and Grantee do hereby agree, act and
covenant as follows:
1. Effective as of 9:00 a.m. Houston, Texas time, on November 7, 2000
(the "Effective Time"), the Original Conveyance is amended in order to add the
amount of Four Million Five Hundred Thousand Dollars ($4,500,000) to the
unliquidated balance of the Primary Sum, as such unliquidated balance stood as
of the Effective Time after giving effect to all applications of PP Proceeds
made before the Effective Time. After giving effect to such amendment (and to
such application of PP Proceeds), the unliquidated balance of the Primary Sum as
of the Effective Time is $26,942,061. (Any PP Proceeds received after the
Effective Time on November 7, 2000 shall be deemed to have been received on the
next following Business Day.)
2. All of the terms and provisions of the Original Conveyance, as the
same is amended and supplemented hereby, are ratified, adopted, affirmed and
renewed, and remain in full force
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and effect for the benefit of Grantee, the Beneficiaries, Funds Agent, and their
respective successors and assigns.
3. The definition of "Percentage Share" in Section 1.1 of the Original
Conveyance is hereby amended in its entirety to read as follows:
" 'Percentage Share' means, with respect to each Person
included in Grantee, the fractional undivided interest which it owns in
the Production Payment at the time in question. From the initial grant
of the Production Payment until 9:00 a.m. Houston, Texas time, on June
7, 2000, the Percentage Share of each Person included in Grantee was as
follows:
Fund V 42.859594%
Fund VI 21.429797%
SPS 35.710609%
From and after 9:00 a.m. Houston, Texas time, on June 7, 2000, until
9:00 a.m. Houston, Texas time, on September 8, 2000, the Percentage
Share of each Person included in Grantee was as follows:
Fund V 33.048697%
Fund VI 16.524349%
SPS 50.426954%
From and after 9:00 a.m. Houston, Texas time, on September 8, 2000,
until 9:00 a.m. Houston, Texas time, on November 7, 2000, the
Percentage Share of each Person included in Grantee was as follows:
Fund V 22.863142%
Fund VI 11.431571%
SPS 65.705287%
From and after 9:00 a.m. Houston, Texas time, on November 7, 2000, the
Percentage Share of each Person included in Grantee is as follows:
Fund V 19.08294%
Fund VI 9.54147%
SPS 71.37559%"
The foregoing Percentage Shares of Fund V, Fund VI and SPS, respectively, taking
effect as of November 7, 2000, are in this Amendment called their "amended
Percentage Shares".
4. In consideration of the additional purchase price payment made by
SPS to Grantor and the foregoing increase in the unliquidated balance of the
Primary Sum:
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(a) Fund V and Fund VI do hereby GRANT, BARGAIN, SELL, CONVEY,
ASSIGN, TRANSFER, SET OVER and DELIVER unto SPS such additional
undivided interests in the Production Payment as are necessary in order
to cause SPS, Fund V and Fund VI to own the Production Payment, at and
after the Effective Time, in undivided interests in proportion to their
respective amended Percentage Shares, and
(b) Fund V and Fund VI do further assign unto SPS such
undivided interests in Fund V's and Fund VI's accounts receivable from
the sale of PP Hydrocarbons - to the extent such accounts receivable
exist and are unpaid at the Effective Time and arise from the sale of
PP Hydrocarbons before the Effective Time - as are necessary in order
to cause SPS, Fund V and Fund VI to share in all collections of such
accounts receivable after the Effective Time in proportion to their
respective amended Percentage Shares.
TO HAVE AND TO HOLD the same, upon and subject to the terms of the
Original Conveyance, as amended hereby, unto SPS and its successors and
Permitted Assigns, until the Termination Time.
5. This Supplement may be executed in multiple counterparts, all of
which are identical.
6. This Supplement shall be binding upon and shall inure to the benefit
of the parties hereto, and their respective successors and assigns, and all of
the covenants and agreements contained in the Original Conveyance, as amended
hereby, shall be deemed to be covenants and agreements running with the lands
affected thereby.
7. This Supplement shall be governed by and construed in accordance
with the laws of the State of Texas, without regard to principles of conflicts
of laws.
IN WITNESS WHEREOF, this Supplement is executed by the parties hereto
on the dates set out below in their respective acknowledgments, but effective as
of the Effective Time.
TRANSTEXAS GAS CORPORATION
By:
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Ed Donahue
Vice President
Grantor's address: 1300 North Sam Houston Parkway East
Suite 310
Houston, Texas 77032-2949
Attention: Ed Donahue, Vice President
Telephone: 281/987-8600
Telecopy: 281/986-8865
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SOUTHERN PRODUCER SERVICES, L.P.
By: SC Ashwood Holdings, Inc.,
its general partner
By:
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David W. Stewart
Vice President
SPS's address: 1200 Smith Street
Suite 2890
Houston, Texas 77002
Attention: David W. Stewart
Telephone: 713/276-1902
Telecopy: 713/276-1990
TCW PORTFOLIO NO. 1555 DR V SUB-CUSTODY
PARTNERSHIP, L.P., and
TCW DR VI INVESTMENT PARTNERSHIP, L.P.
By: TCW ASSET MANAGEMENT COMPANY, as
Agent
By:
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Kurt A. Talbot
Senior Vice President
Fund V's and Fund VI's address: c/o Trust Company of the West
865 South Figueroa
Los Angeles, California 90017
Attention: Thomas F. Mehlberg
Telephone: 213/244-0702
Telecopy: 213/244-0604
This document prepared by:
John W. Rain
Thompson & Knight L.L.P.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201
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STATE OF TEXAS )
)
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me on this __ day of
November, 2000, by Ed Donahue, the Vice President of TransTexas Gas Corporation,
a Delaware corporation, on behalf of such corporation.
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[SEAL] Notary Public, State of Texas
STATE OF TEXAS )
)
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me on this __ day of
November, 2000, by David W. Stewart, the Vice President of SC Ashwood Holdings,
Inc., a Georgia corporation, on behalf of such corporation acting as general
partner of Southern Producer Services L.P., a Delaware limited partnership, and
on behalf of such limited partnership.
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[SEAL] Notary Public, State of Texas
STATE OF TEXAS )
)
COUNTY OF HARRIS )
The foregoing instrument was acknowledged before me on this __ day of
November, 2000, by Kurt A. Talbot, the Senior Vice President of TCW Asset
Management Company, a California corporation, on behalf of such corporation
acting as agent as aforesaid.
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[SEAL] Notary Public, State of Texas
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SCHEDULE 1
RECORDING SCHEDULE
1. Production Payment Conveyance among TCW Portfolio No. 1555 DR V
Sub-Custody Partnership, L.P., TCW DR VI Investment Partnership, L.P.,
Southern Producer Services, L.P. and TransTexas Gas Corporation.
Recording Jurisdiction Recording Data
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Calhoun County, TX Volume 262, Page 33,
Filed 9/19/2000
Chambers County, TX Document No. 00-448-604,
Filed 3/17/2000
Galveston County, TX Film Code #014-39-1028,
Filed 3/17/2000
Jim Hogg County, TX Volume 17, Page 362,
Filed 3/20/2000
Live Oak County, TX Volume 449, Page 135,
Filed 3/20/2000
Wharton County, TX Volume 360, Page 596,
Filed 3/17/2000
Zapata County, TX Volume 629, Page 471,
Filed 3/17/2000
General Land Office of Texas Sent for filing
2. First Supplement to Production Payment Conveyance among TransTexas Gas
Corporation, Southern Producer Services, L.P., TCW Portfolio No. 1555 DR V Sub-
Custody Partnership, L.P. and TCW DR VI Investment Partnership, L.P.
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Recording Jurisdiction Recording Data
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Calhoun County, TX Volume 262, Page 114,
Filed 9/19/2000
Chambers County, TX Document No. 00-459-630
Filed 6/9/2000
Galveston County, TX Film Code 014-62-1617
Filed 6/9/2000
Jim Hogg County, TX Volume 19, Page 526,
Filed 6/9/2000
Live Oak County, TX Volume 450, Page 428,
Filed 6/12/2000
Wharton County, TX Volume 371, Page 458,
Filed 6/9/2000
Zapata County, TX Volume 634, Page 110,
Filed 6/9/2000
2. Second Supplement to Production Payment Conveyance among TransTexas Gas
Corporation, Southern Producer Services, L.P., TCW Portfolio No. 1555 DR V Sub-
Custody Partnership, L.P. and TCW DR VI Investment Partnership, L.P.
Recording Jurisdiction Recording Data
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Calhoun County, TX Volume 262, Page 132
Filed 9/19/2000
Chambers County, TX Document No. 00-470-562
Filed 9/18/2000
Galveston County, TX File Number 2000046945
Filed 9/15/2000
Jim Hogg County, TX File Number 65210
Filed 9/22/2000
Live Oak County, TX File Number 00149214
Filed 9/19/2000
Wharton County, TX Volume 383, Page 740,
Filed 9/19/2000
Zapata County, TX Volume 638, Page 642,
Filed 9/22/2000
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