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EXHIBIT 4.1
TRANSTEXAS GAS CORPORATION,
Issuer
and
TRANSTEXAS TRANSMISSION CORPORATION,
Guarantor
and
FIRSTAR BANK OF MINNESOTA, NATIONAL ASSOCIATION,
successor by merger to
AMERICAN BANK NATIONAL ASSOCIATION,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of May 29, 1997
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$800,000,000
11 1/2% Senior Secured Notes due 2002
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 29, 1997 (the
"First Supplemental Indenture"), is made and entered into by and among
TRANSTEXAS GAS CORPORATION, a Delaware corporation (the "Company"), and
TRANSTEXAS TRANSMISSION CORPORATION, a Delaware corporation ("TTC"), and
FIRSTAR BANK OF MINNESOTA, NATIONAL ASSOCIATION, successor by merger to
AMERICAN BANK NATIONAL ASSOCIATION (the "Trustee"), under an Indenture dated as
of June 15, 1995, 1993, by and among the Company, TTC and the Trustee (the
"Original Indenture"). All capitalized terms used in this First Supplemental
Indenture that are defined in the Original Indenture, either directly or by
reference therein, have the meanings assigned to them therein, except to the
extent such terms are defined in this First Supplemental Indenture or the
context clearly requires otherwise.
WHEREAS, Section 9.02 of the Original Indenture provides, among other
things, that, subject to Section 6.8 of the Original Indenture, the Obligors,
when authorized by Board Resolutions, and the Trustee may, with the written
consent of the Holders of requisite percentage in aggregate principal amount of
the outstanding securities first having been obtained and delivered to the
Company and the Trustee, may amend or supplement the Original Indenture or the
Securities or enter into an indenture or indentures supplemental to the
Original Indenture for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Original Indenture or
the Securities or of modifying in any manner the rights of the Holders under
Original Indenture or the Securities; and
WHEREAS, in response to the Company's Consent Solicitation Statement
dated May 14, 1997 (the "Solicitation"), Holders of at least 66-2/3% of the
aggregate principal amount of the outstanding Notes consented in writing to the
adoption of the amendments to the Original Indenture that are set forth in
Article I of this First Supplemental Indenture (the "Proposed Amendments")
without, as of May 28, 1997, the date on which the Company certified the
receipt of such written consents to the Trustee, subsequent revocation; and
WHEREAS, the Boards of Directors of the Obligors have adopted
resolutions authorizing and approving the Proposed Amendments, and such
resolutions are in full force and effect on the date hereof; and
WHEREAS, the Company, TTC and the Trustee are executing and delivering
this First Supplemental Indenture in order to effect and evidence the adoption
of the Proposed Amendments;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this First
Supplemental Indenture hereby agree as follows:
ARTICLE I
AMENDMENTS TO ORIGINAL INDENTURE
Section 1.01. Amendment to Section 4.14. The first sentence of
Section 4.14 of the Original Indenture is hereby amended and restated in its
entirety to read as follows:
(a) The Company shall not, and shall not permit any
of its Subsidiaries to, consummate an Asset Sale, unless (A)
an amount equal to the Net Cash Proceeds therefrom is (i)
applied to the repurchase of Notes pursuant to an Offer to
Purchase and/or pursuant to a tender offer as described in
clause (y) of the fifth sentence of Section 12.15(a), (ii)
used to make cash payments in the ordinary course of business
and consistent with past practices that are not otherwise
prohibited by this Indenture, provided that the aggregate
amount so used pursuant to this clause (ii) from and after the
Issue Date does not exceed $50,000,000 (excluding amounts used
to acquire any Capital Assets in accordance with clause (iii)
below) or (iii) used to acquire Capital Assets for use in a
Related Business within 180 days after the date of such Asset
Sale, provided that the Company's most recent Reserve Report
indicates that
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the Company, after giving effect to the Asset Sale and to the
addition of proved reserves associated with any Exchange
Assets acquired in connection with such Asset Sale, has proved
reserves at least equal to 1 Tcfe of natural gas or with an
SEC PV10 of at least $900,000,000; and (B) in the case of any
Asset Sale or series of related Asset Sales for total proceeds
in excess of $5,000,000, at least 85% of the value of the
consideration for such Asset Sale consists of cash, Exchange
Assets or Permitted Capital Stock or any combination thereof.
Section 1.02. Amendment to Section 4.16. The second sentence of
Section 4.16 of the Original Indenture is hereby amended and restated in its
entirety to read as follows:
If the Company shall subsequently sell or otherwise transfer
all of the Capital Stock of any Guarantor (including but not
limited to TTC) held by the Company or shall subsequently sell
or transfer or cause to be sold or transferred all or
substantially all of the assets of such Guarantor (including
but not limited to TTC), the Guarantee required hereby shall
be discharged and terminated, and any such Guarantor
(including but not limited to TTC) shall be released from any
Security Documents to which it is a party, provided that the
capital stock or assets, as the case may be, of such Guarantor
sold or transferred are released from the Liens of the
Security Documents.
Section 1.03. Amendment to Section 4.17. Section 4.17 of the Original
Indenture is hereby amended and restated in its entirety to read as follows:
Section 4.17 Restriction on Sale and Issuance of
Subsidiary Stock. The Company shall not sell, and shall not
permit any of its Subsidiaries to, issue or sell, any shares
of Capital Stock of any Subsidiary of the Company to any
Person other than the Company or a Wholly Owned Subsidiary of
the Company, except that either the Company or TTC may sell
Qualified Capital Stock of TTC, provided (i) TTC is not
engaged in any business or activity other than that of TTC as
of the date hereof, (ii) the Company continues to own Capital
Stock of TTC representing (x) at least a majority of the
equity interest in TTC and (y) the voting power, under
ordinary circumstances, to elect the directors of TTC, and
(iii) the Company uses the net proceeds of such sale for one
of the purposes specified in the first sentence of Section
4.14, and (B) the Company may sell Qualified Capital Stock of
TTC, provided the Company shall be required to comply with the
requirements of Section 4.14 in connection with such sale and
provided further that the Company concurrently with such sale
deposits in the Collateral Account an amount equal to the
greater of (x) $846,000,000 and (y) the Release Amount
therefor.
Section 1.04. Amendment to Section 12.15. The first paragraph of
Section 12.15(a) of the Original Indenture is hereby amended by adding a new
sentence immediately following the fourth sentence of such first paragraph, to
read as follows:
Notwithstanding anything herein to the contrary, if any funds
are deposited into the Collateral Account pursuant to Section
4.17 (a "Section 4.17 Deposit"), the amount so deposited shall
be retained in the Collateral Account until the earlier of (x)
consummation of an Offer to Purchase made in accordance with
the terms of Section 4.14 following such Section 4.17 Deposit
or (y) consummation of a tender offer made by the Company
following such Section 4.17 Deposit to purchase all of the
outstanding Securities at a price at least equal to the
Purchase Price that would be payable therefor if such
Securities were then being purchased
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pursuant to an Offer to Purchase made in accordance with the
terms of Section 4.14. Concurrently with the consummation of
such Offer to Purchase or such tender offer, as the case may
be, the Company may withdraw such amount of the Section 4.17
Deposit, up to the full amount thereof, and utilize the amount
so withdrawn for the purpose of paying the Offer Price related
to such Offer to Purchase, or the purchase price related to
such tender offer, as the case may be, and any amount not used
to consummate such Offer to Purchase or such tender offer, as
the case may be, may be withdrawn by the Company and used for
general corporate purposes without restriction.
Section 1.05. Amendment to Section Article XIV. Article XIV of the
Original Indenture is hereby amended by adding a new Section immediately
following Section 14.14 of the Original Indenture, to read as follows:
Section 14.15 TTC No Longer Party Upon Certain
Events. Notwithstanding anything herein to the contrary, from
and after any sale or transfer of all of the Capital Stock of
TTC held by the Company or any sale or transfer of all or
substantially all of the assets of TTC, as permitted herein,
TTC shall cease to be a party hereto, and no obligations or
liabilities shall accrue to TTC hereunder or under any of the
Security Documents after TTC so ceases to be a party hereto;
provided that the capital stock or assets, as the case may be,
of TTC sold or transferred are released from the Liens of the
Security Documents.
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Ratification of Indenture. The Original Indenture is in
all respects acknowledged, ratified and confirmed, and shall continue in full
force and effect in accordance with the terms thereof and as supplemented by
this First Supplemental Indenture. The Original Indenture and this First
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
Section 2.02. Effect of Headings. The Article and Section headings in
this First Supplemental Indenture are for convenience only and shall not affect
the construction of this First Supplemental Indenture.
Section 2.03. Severability. In case any one or more of the provisions
in this First Supplemental Indenture shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.
Section 2.04. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
Section 2.05. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
the same instrument.
[THE NEXT-FOLLOWING PAGE IS THE SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed as of day and year first above written.
TRANSTEXAS GAS CORPORATION
Attest: /s/ TIM MOORE By: /s/ ARNOLD H. BRACKENRIDGE
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Tim Moore, Assistant Secretary Name: Arnold H. Brackenridge
Title: President
TRANSTEXAS TRANSMISSION
CORPORATION
Attest: /s/ TIM MOORE By: /s/ ARNOLD H. BRACKENRIDGE
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Tim Moore, Assistant Secretary Name: Arnold H. Brackenridge
Title: President
FIRSTAR BANK OF MINNESOTA,
NATIONAL ASSOCIATION, Trustee
By: /s/ FRANK P. LESLIE, III
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Name: Frank P. Leslie, III
Title: Vice President