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EXHIBIT 4.2
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September
19, 1996, by and among TransTexas Gas Corporation, a Delaware corporation (the
"Registrant"), TransAmerican Natural Gas Corporation, a Texas corporation
("TANG"), TransAmerican Exploration Corporation, a Delaware corporation
("Exploration"), and Fleet National Bank (the "Collateral Agent") which term
shall include any successor collateral agent under the Note Purchase
Agreement), as collateral agent for the purchasers listed on Schedule A
attached hereto, and their respective successors and assigns (collectively, the
"Purchasers").
WHEREAS, Exploration owns 3,700,000 shares of Common Stock, $0.01 par
value, of the Registrant (the "Shares");
WHEREAS, Exploration has entered into that certain Note Purchase
Agreement, dated the date hereof (the "Note Purchase Agreement") between
Exploration, TANG and the Purchasers; and
WHEREAS, Exploration has pledged the Shares as security under the Pledge
and Security Agreement dated the date hereof between Exploration and Collateral
Agent, as collateral agent (the "Pledge Agreement");
NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained and intending to be
legally bound, the parties agree as follows:
1. Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute then in effect, and a reference to a
particular section thereof shall be deemed to include a reference to the
comparable section, if any, of any such similar federal statute.
"Person" shall mean any individual, partnership, joint venture,
corporation, trust, unincorporated organization or government or any department
or agency thereof.
"Registrable Securities" shall mean the Shares and any securities which
may be issued or distributed in respect thereof by way of stock dividend or
stock split or other distribution, recapitalization or reclassification. Any
Registrable Securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the sale by the Purchasers of such
securities shall have become effective under the Securities Act and
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such securities shall have been disposed of in accordance with such
registration statement; (ii) they shall have been distributed to the public
pursuant to Rule 144 (or any successor provision) under the Securities Act;
(iii) they shall have been otherwise transferred and new certificates for them
not bearing a legend restricting further transfer shall have been delivered by
the Registrant; or (iv) they shall have ceased to be outstanding.
"Registration Expenses" shall mean any and all expenses incident to
performance of or compliance with this Agreement, including, without
limitation, (i) all SEC and stock exchange or National Association of
Securities Dealers, Inc. ("NASD") registration and filing fees (including, if
applicable, the fees and expenses of any "qualified independent underwriter" as
such term is defined in Schedule E to the Bylaws of the NASD, and of counsel to
such qualified independent underwriter); (ii) all fees and expenses of
complying with securities or blue sky laws (including fees and disbursements of
counsel for the underwriters in connection with blue sky qualifications of the
Registrable Securities); (iii) all printing, messenger and delivery expenses;
(iv) all fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange pursuant to Section 3(h)
hereof; (v) the fees and disbursements of counsel for the Registrant and of its
independent accountants, including the expenses of any special audits and/or
"cold comfort" letters required by or incident to such performance and
compliance; (vi) the fees and disbursements of one legal counsel selected by
Collateral Agent upon instructions from Purchasers holding more than 50%
principal amount of the Notes to represent the Collateral Agent and Purchasers
in connection with such registration; (vii) any fees and disbursements of
underwriters customarily paid by the issuers or sellers of securities, and the
fees and expenses of any special experts retained in connection with the
requested registration, but excluding underwriting discounts and commissions
and transfer taxes, if any, in respect of the Registrable Securities; and
(viii) other reasonable out-of-pocket expenses of Purchasers and Collateral
Agent.
"Securities Act" shall mean the Securities Act of 1933 or any similar
federal statute then in effect, and a reference to a particular section thereof
shall be deemed to include a reference to the comparable section, if any, of
any such similar federal statute.
"SEC" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act or the Exchange
Act.
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2. Shelf Registration.
(a) The Registrant shall prepare and, as soon as reasonably
possible after the date hereof (but in no event later than 30 days from the
date of this Agreement), file with the SEC a registration statement, or an
amendment to an existing shelf registration statement (collectively, the "Shelf
Registration Statement") on an appropriate form under the Securities Act
relating to the offer and sale of all or a portion of the Registrable
Securities by or for the benefit of the Purchasers under the circumstances
contemplated by the Pledge Agreement, from time to time in accordance with the
methods of distribution set forth in such Shelf Registration Statement and Rule
415 under the Securities Act (hereafter, the "Shelf Registration").
(b) The Registrant shall use its best efforts to have such
Shelf Registration Statement declared effective as soon as reasonably
practicable (but in no event later than 120 days from the date of this
Agreement, and if amending an existing shelf registration statement, no later
than 60 days from the date of this Agreement) and to keep the Shelf
Registration Statement continuously effective in order to permit the
disposition of all the Registrable Securities until the termination of the
Pledge Agreement in accordance with Section 16 thereof, or the sale by the
Purchasers of all the Registrable Securities, whichever is earlier
(collectively, the "Effective Period") and (ii) prepare and file with the SEC,
as soon as possible, such amendments and supplements to the Shelf Registration
Statement as may be necessary to keep the Shelf Registration effective
continuously during the Effective Period; provided, however, that the
Registrant shall be deemed not to have used its best efforts to keep the Shelf
Registration Statement effective during the requisite period if it voluntarily
takes an action that would result in holders of Registrable Securities not
being able to offer and sell Registrable Securities during that period using
the prospectus included in such Shelf Registration Statement and, so long as no
Event of Default shall have occurred and be continuing, such period continues
for greater than 90 days, unless such action is required by applicable law
(including, but not limited to, reasonable periods necessary to prepare
appropriate disclosure).
(c) Notwithstanding any other provision of this Agreement to
the contrary, the Registrant shall cause the Shelf Registration Statement and
the related prospectus and any amendment or supplement thereto, as of the
effective date of such Shelf Registration Statement, amendment or supplement,
(i) to comply in all material respects with the applicable requirements of the
Securities Act and the rules and regulations of the SEC and (ii) not to contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, other than statements or omissions made in reliance upon and in
conformity with
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information furnished to the Registrant in writing by any seller of the
Registrable Securities expressly for use in such Shelf Registration Statement
and the related prospectus and any amendment or supplement thereto.
(d) Expenses. TANG will pay all Registration Expenses in
connection with the registration of Registrable Securities pursuant to this
Section 2.
(e) Selection of Underwriters. If a registration pursuant to
this Section 2 involves an underwritten offering, Collateral Agent, upon
instructions from Purchasers holding greater than 50% principal amount of the
Notes a majority of the Registrable Securities, shall have the right to select
the investment banker or bankers and managers to administer the offering,
reasonably acceptable to Registrant.
3. Registration Procedures. In connection with a Shelf Registration
contemplated by Section 2 hereof the following provisions shall apply:
(a) The Registrant shall furnish to Collateral Agent, prior to
the filing thereof with the SEC, a copy of the Shelf Registration Statement
(hereinafter referred to in this Section 3 and in Section 4 hereof as a
"Registration Statement"), and each amendment thereof and each supplement, if
any, to the prospectus included therein and shall use its reasonable efforts to
reflect in each such document, when so filed with the SEC, such comments as
Collateral Agent reasonably may propose.
(b) The Registrant shall notify Collateral Agent:
(i) when the Registration Statement and any amendment
thereto has been filed with the SEC and when the Registration Statement
or any post-effective amendment thereto has become effective;
(ii) of any request by the SEC or any state securities
authority for amendments or supplements to the Registration Statement or
the prospectus included therein or for additional information;
(iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of the
Registration Statement or the initiation or threat of any proceedings
for that purpose;
(iv) of the receipt by the Registrant of any notification
with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose; and
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(v) of the happening of any event that requires the
Registrant to make changes in the Registration Statement or the
prospectus so that such Registration Statement or prospectus does not
contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made (in the case of the
prospectus), not misleading (which advice shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite
changes have been made, which changes shall be made promptly, and in any
event within 30 days from the date of such instruction).
(c) The Registrant shall use its best efforts to prevent the
issuance or obtain the withdrawal of any order suspending the effectiveness of
the Registration Statement at the earliest possible time.
(d) The Registrant shall deliver to Collateral Agent as many
copies of the prospectus (including each preliminary prospectus) included in
the Registration Statement and any amendment or supplement thereto as
Collateral Agent may reasonably request. The Registrant consents, subject to
the provisions of this Agreement, to the use of the prospectus or any amendment
or supplement thereto by Collateral Agent, in connection with the offering and
sale of the Registrable Securities covered by the prospectus, or any amendment
or supplement thereto, included in such Registration Statement.
(e) Prior to any public offering of the Registrable Securities
pursuant to the Registration Statement, the Registrant shall register or
qualify or cooperate with Collateral Agent and its counsel in connection with
the registration or qualification of the Registrable Securities for offer and
sale under the securities or blue sky laws of such jurisdictions as Collateral
Agent may reasonably request in writing and shall do any and all other acts or
things reasonably necessary or advisable to enable the offer and sale in such
jurisdictions of the Registrable Securities; provided, however, that the
Registrant shall not be required to (i) qualify generally to do business in any
jurisdiction where it is not then so qualified or (ii) take any action which
would subject it to general service of process or to taxation in any
jurisdiction where it is not then so subject.
(f) The Registrant shall cooperate with Collateral Agent to
facilitate the timely preparation and delivery of certificates representing the
Registrable Securities to be sold in the Shelf Registration free of any
restrictive legends and in such denominations and registered in such names as
Collateral Agent may request a reasonable period of time prior to sales of the
Registrable Securities pursuant to the Registration Statement.
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(g) Upon the occurrence of any event contemplated by Section
3(b)(v) above, the Registrant shall promptly prepare and deliver to Collateral
Agent a post-effective amendment to the Registration Statement or a supplement
to the related prospectus so that, as thereafter filed with the SEC upon an
Event of Default (as defined in the Note Purchase Agreement), and delivered to
purchasers of the Registrable Securities, the prospectus will not contain an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(h) Not later than the effective date of the Registration
Statement, the Registrant will take such steps as are required to have the
Registrable Securities listed on the same national securities exchange or
included for quotation in the Nasdaq National Market as is the case for the
class of Registrant's securities of which the Registrable Securities are a part
(or to provide for such listing or inclusion as Collateral Agent, upon
instructions from Purchasers holding greater than 50% principal amount of the
Notes, reasonably requests if such class is not then listed or included).
(i) The Registrant may require each Purchaser to furnish to
the Registrant such information regarding such Purchaser and the distribution
of the Registrable Securities as the Registrant may from time to time
reasonably require for inclusion in the Registration Statement. Failure to
file or amend the Shelf Registration Statement shall not constitute an Event of
Default if the Purchasers fail to provide the information requested by the
Registrant pursuant to the preceding sentence.
(j) The Registrant, provided that the Registrant shall not be
required to indemnify any underwriter for misstatements or omissions in a
registration statement relating to information provided by each Purchaser in
writing, shall enter into such customary agreements (including, if requested by
Collateral Agent, upon instructions from Purchasers holding greater than 50%
principal amount of the Notes, an underwriting agreement, in a form customary
for similar transactions, which shall include customary cross-indemnification
provisions between the Registrant and any underwriters) and take all such other
action, if any, as may reasonably be necessary in order to facilitate the
disposition of the Registrable Securities pursuant to the Registration
Statement.
(k) The Registrant shall (i) make reasonably available for
inspection by Collateral Agent on behalf of Purchasers, any underwriter
participating in any disposition pursuant to the Registration Statement and any
attorney, accountant or other agent retained by Collateral Agent on behalf of
Purchasers or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Registrant and (ii) cause
the Registrant's officers, directors and employees to supply all
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relevant information reasonably requested by Collateral Agent, any such
underwriter, attorney, accountant or agent in connection with the Registration
Statement.
(l) The Registrant, if requested by Collateral Agent, on
behalf of Purchasers shall cause its counsel to deliver to Collateral Agent a
signed opinion in customary form relating to the Registrant and the Registrable
Securities, cause its officers to execute and deliver all customary documents
and certificates requested by Collateral Agent on behalf of Purchasers or any
underwriters of the Registrable Securities and cause its independent public
accountants to provide to Collateral Agent on behalf of Purchasers and any
underwriter therefor a comfort letter in customary form.
4. Indemnification. (a) Each Purchaser acting singly and not
through the Collateral Agent, severally and not jointly, shall indemnify and
hold harmless the Registrant and each director, officer, employee or agent of
the Registrant from and against any loss, claim, damage or liability or any
action in respect thereof, to which the Registrant or any such director,
officer, employee or agent may become subject under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or action arises out
of, or is based upon, any untrue statement or alleged untrue statement of any
material fact contained in any Registration Statement or prospectus contained
therein or in any amendment or supplement thereto or in any preliminary
prospectus relating to the Registration Statement, or arises out of, or is
based upon, the omission or alleged omission to state therein a material fact
necessary to make the statements therein not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Registrant by or on behalf of such Purchaser
specifically for inclusion therein, and shall reimburse the Registrant for any
legal and other expenses reasonably incurred by the Registrant or any such
director, officer, employee or agent in investigating or defending or preparing
to defend against any such loss, claim, damage, liability or action as such
expenses are incurred, notwithstanding that payment for such expenses might
later be held to be improper. The foregoing indemnity agreement is in addition
to any liability which such Purchaser may otherwise have to the Registrant or
any of its directors, officers, employees or agents.
(b) Registrant shall indemnify and hold harmless the
Collateral Agent, each Purchaser and each director, officer, employee, agent or
"control person" (as such term is defined in the Securities Act) of the
Collateral Agent and each Purchaser (collectively, an "Indemnified Party") from
and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to purchases and sales of the
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Registrable Securities), to which any Indemnified Party may become subject
under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement or prospectus contained therein or any amendment or supplement
thereto or in any preliminary prospectus relating to the Registration
Statement, or arises out of, or is based upon, the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and shall reimburse each
Indemnified Party for any legal and other expenses reasonably incurred by them
in connection with investigating or defending or preparing to defend against or
appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action as such expenses are incurred notwithstanding the
possibility that payment for such expenses might later be held to be improper;
provided, however, that the Registrant shall not be liable in any such case to
the extent that such loss, claim, damage, liability or action arises out of, or
is based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any Registration Statement or prospectus contained
therein or in any amendment or supplement thereto or in any preliminary
prospectus relating to the Registration Statement in reliance upon and in
conformity with written information furnished to the Registrant by or on behalf
of such Purchaser specifically for inclusion therein; and provided, further,
that this indemnity shall not apply to any loss, liability, claim, damage or
expense to the extent arising out of any untrue statement or omission or
alleged untrue statement or omission contained in the prospectus if the untrue
statement or omission or alleged untrue statement or omission was corrected in
an amendment or supplement to the prospectus, the amendment or supplement was
delivered on a timely basis to the Collateral Agent and the loss, liability,
claim, damage or expense could have been avoided but for the failure by the
Collateral Agent to deliver the amendment or supplement.
(c) Promptly after receipt by an indemnified party under this
Section 4 of notice of any claim or the commencement of any action (including,
without limitation, any governmental investigation or inquiry), the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 4, including any claim for contribution,
notify the indemnifying party in writing of the claim or the commencement of
the action; provided, however, that the failure to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party under this Section 4, except to the extent the indemnifying
party shall have been materially prejudiced by the failure to give such notice.
If any such claim or action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein, and, to the extent that
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it wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Section 4 for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that an indemnified party shall have
the right to employ counsel to represent such indemnified party if, in such
indemnified party's reasonable judgment, there are one or more legal defenses
available to it which are different from or in addition to those available to
such indemnifying party, and in that event the fees and expenses of such
separate counsel shall be paid by the indemnifying party. In no event shall
the indemnifying party be liable for the fees and expenses of more than one
counsel (together with appropriate local counsel) at any time for all
indemnified parties in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances. The indemnifying party shall
not be liable for any settlement of such claim, action or proceeding effected
without its written consent, but, if settled with its written consent, the
indemnifying party agrees to indemnify and hold harmless each indemnified party
from and against any loss or liability by reason of such settlement.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such
settlement unless the indemnifying party has contested such obligation and
provides reasonable assurances that such payment can be made upon resolution of
such dispute. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened
action in respect of which any indemnified party is a party and indemnity has
been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are, or are related to, the subject matter of such action.
(d) The agreements contained in this Section 4 shall survive
the sale of Registrable Securities pursuant to any Registration Statement and
shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.
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5. Notice of Default. Upon the occurrence of any breach of or
default under this Agreement by the Registrant, the Registrant shall within ten
days thereafter give written notice of such default to Collateral Agent as
provided in Section 6(e) of this Agreement.
6. Miscellaneous.
(a) Acknowledgement. Exploration hereby acknowledges that it
is the record owner of the Pledged Securities (as defined in the Pledge
Agreement) covered by this Agreement and hereby agrees to the terms, conditions
and provisions contained in this Agreement.
(b) Specific Performance. If this Agreement is breached, the
parties hereto hereby agree that remedies at law might be inadequate and that,
therefore, such rights and obligations, and this Agreement, shall be
enforceable by the parties hereto by specific performance. The remedy of
specific performance shall not be an exclusive remedy, but shall be cumulative
of all other rights and remedies of the parties hereto at law, in equity or
under this Agreement. The Registrant shall pay on demand all reasonable
expenses, including legal expenses, incurred by Collateral Agent and Purchasers
in enforcing the obligations of any party under this Agreement or compelling
any party to enforce its rights hereunder.
(c) Amendments and Waivers. This Agreement may be amended and
the Registrant may take any action herein prohibited, or omit to perform any
act herein required to be performed by it, only if the Registrant shall have
obtained the written consent to such amendment, action or omission to act, of
Collateral Agent, upon instructions from Purchasers holding greater than 50%
principal amount of the Notes.
(d) Successors, Assigns and Transferees. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
(e) Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
and personally delivered, mailed, telegraphed, telexed, telecopied or cabled.
(i) if to Collateral Agent:
Fleet National Bank
Mail Code OF 3101
One Federal Street
Boston, Massachusetts 02110
Attention: Corporate Trust Department
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(ii) if to the Registrant to:
TransTexas Gas Corporation
1300 East North Belt, Suite 300
Houston, Texas 77032-2249
Attention: Mr. Ed Donahue
with a copy to:
Gardere & Wynne, L.L.P.
1601 Elm Street, Suite 3000
Dallas, Texas 75201
Attention: C. Robert Butterfield, Esq.
(iii) if to Exploration to:
TransAmerican Exploration Corporation
1300 East North Belt
Houston, Texas 77032-2249
Attention: Mr. Ed Donahue
(iv) if to TANG to:
TransAmerican National Gas Corporation
1300 East North Belt, Suite 300
Houston, Texas 77032-2249
Attention: Mr. Ed Donahue
All such notices and communications shall, when mailed or
personally delivered, be effective upon receipt, or when telegraphed, telexed,
telecopied, or cabled, be effective upon confirmation of receipt by addressee
or when sent by overnight courier, be effective one day after delivery to such
courier.
(e) Descriptive Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.
(f) Severability. If any one or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the remaining provisions, paragraphs,
words, clauses, phrases or sentences hereof shall not be in any way impaired,
it being intended that all rights, powers and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law.
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(g) Confidentiality. Collateral Agent and Purchasers agree
that it and its employees will maintain, in confidence, all proprietary,
nonpublic data, summaries, reports or information of all kinds, whether oral or
written, obtained pursuant to this Agreement or acquired or developed in any
manner from the Registrant's or Exploration's personnel or files (the
"Confidential Information"), and that it will not reveal the same to any
persons not employed by it except: (a) at the written direction of the
Registrant; (b) to the extent necessary to comply with the law, reporting
requirements imposed by the SEC, or the valid order of a court of competent
jurisdiction or if counsel to the Purchasers shall determine disclosure of such
information to be necessary or advisable in order to prosecute or defend any
legal action or regulatory proceeding or to respond to any regulatory inquiry,
in which event Collateral Agent and Purchasers shall so notify the Registrant
as promptly as practicable (and, if possible, prior to making any disclosure)
and shall seek confidential treatment of such information, or in connection
with any arbitration proceeding; (c) as part of its normal reporting or review
procedure to its parent company, its auditors and its attorneys, and such
parent company, auditors and attorneys agree to be bound by the provisions of
this Section 6(g); (d) in order to enforce any of its rights pursuant to, or in
any other dispute with respect to, this Agreement; (e) if, at the time of
disclosure to the recipient, the Confidential Information is in the public
domain; (f) if, after disclosure to the recipient, the Confidential Information
becomes part of the public domain by written publication through no fault of
the recipient; or (g) to any one or more Purchasers and their representatives
and agents.
(h) Counterparts. This Agreement may be executed in one or
more counterparts, and by different parties on separate counterparts, each of
which shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.
(i) Governing Law. The laws of the State of New York shall
govern the validity or enforceability and the interpretation or construction of
all provisions of this Agreement and all issues hereunder.
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IN WITNESS WHEREOF, each of the undersigned has caused this Registration
Rights Agreement to be executed on its behalf as of the date first written
above.
TRANSTEXAS GAS CORPORATION
By:
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Name: Ed Donahue
Title: Vice President and
Chief Financial Officer
TRANSAMERICAN NATURAL GAS CORPORATION
By:
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Name: Ed Donahue
Title: Vice President
TRANSAMERICAN EXPLORATION CORPORATION
By:
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Name: Ed Donahue
Title: Vice President and
Chief Financial Officer
FLEET NATIONAL BANK, N.A.,
as Collateral Agent
By:
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Name:
Title:
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Schedule A
Purchasers
Corporate High Yield Fund, Inc.
Corporate High Yield Fund II, Inc.
Merrill Lynch Variable Series Fund, Inc. - High Income Fund
Merrill Lynch Global Currency Bond Series - Corporate High Income Portfolio
Merrill Lynch Corporate Bond Fund, Inc. - High Income Portfolio