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EXHIBIT 4.44
EXECUTION COPY
TRANSTEXAS GAS CORPORATION
Class A Common Stock
REGISTRATION RIGHTS AGREEMENT
March 15, 2000
TransTexas Gas Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated in the Second Amended,
Modified and Restated Plan of Reorganization dated January 25, 2000 and pursuant
to the Order dated February 7, 2000 of the United States Bankruptcy Court for
the Southern District of Texas (the "Plan"), to issue to the TEC Bondholders, as
defined in the Plan (the "Initial Holders"), certain shares of the Company's
Class A Common Stock (the "Common Stock"). The Company hereby agrees as follows:
1. Shelf Registration. The Company shall take the following actions:
(a) The Company will at its cost, within seventy-five (75) days after
the effective date of the Plan (the "Effective Date"), file with the
Securities and Exchange Commission (the "Commission") and have declared
effective as soon as practicable thereafter, a registration statement (the
"Shelf Registration Statement") on an appropriate form under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the offer and
sale of Transfer Restricted Stock (as defined in Section 7 below) by the
Holders thereof from time to time in accordance with Rule 415 under the
Securities Act; provided, however, that no Holder (other than the Initial
Holders) shall be entitled to have the Common Stock held by it covered by
such Shelf Registration Statement unless such Holder agrees in writing to
be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall keep the Shelf Registration Statement
continuously effective in order to permit the prospectus included therein
to be lawfully delivered by the Holders of the relevant shares of the
Common Stock until five years from the date hereof or for such shorter
period that will terminate when all the Common Stock covered by the Shelf
Registration Statement has been sold pursuant thereto.
(c) Notwithstanding any other provisions of this Agreement to the
contrary, the Company shall cause the Shelf Registration Statement, and the
related prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement, or amendment or
supplement thereto, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations
of the Commission and (ii) not to contain any untrue statement of a
material fact or omit to state
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a material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they were
made, not misleading.
2. Registration Procedures. In connection with the registration
pursuant to Rule 415 under the Securities Act contemplated by Section 1 hereof
(the "Shelf Registration"), the following provisions shall apply:
(a) At least three (3) days prior to the filing thereof with the
Commission, the Company shall furnish to the Initial Holders a copy of the
proposed form of the Shelf Registration Statement and each amendment
thereto and each supplement, if any, to the prospectus included therein,
and shall in its reasonable judgment reflect in each such document, when so
filed with the Commission, such comments as such Initial Holders may
reasonably propose.
(b) The Company shall give written notice to the Holders (which notice
pursuant to clauses (ii) - (v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite
changes have been made):
(i) when the Shelf Registration Statement or any amendment thereto
has been filed with the Commission and when the Shelf Registration
Statement or any post-effective amendment thereto has become effective;
(ii) of any request by the Commission for amendments or supplements
to the Shelf Registration Statement or the prospectus included therein
or for additional information;
(iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of any proceedings for that purpose;
(iv) of the receipt by the Company or its legal counsel of any
notification with respect to the suspension of the qualification of the
Common Stock for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and
(v) of the happening of any event that requires the Company to make
changes in the Shelf Registration Statement or the prospectus in order
that the Shelf Registration Statement or the prospectus does not
contain an untrue statement of a material fact nor omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.
(c) The Company shall make every reasonable effort to obtain the
withdrawal at the earliest possible time of any order suspending the
effectiveness of the Shelf Registration Statement.
(d) The Company shall furnish to each Holder included within the
coverage of the Shelf Registration, without charge, at least one copy of
the Shelf Registration Statement and any post-effective amendment thereto,
including financial statements and
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schedules, and, if the Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference).
(e) The Company shall deliver to each Holder included within the
coverage of the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such
person may reasonably request. The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment
or supplement thereto included in the Shelf Registration Statement by each
of the selling Holders in connection with the offering and sale of the
Common Stock covered by such prospectus or any such amendment or
supplement.
(f) Prior to any public offering of the Common Stock pursuant to the
Shelf Registration, the Company shall register or qualify or cooperate with
the Holders of Common Stock included therein and their respective counsel
in connection with the registration or qualification of the Common Stock
for offer and sale under the securities or "blue sky" laws of such states
of the United States as any Holder reasonably requests in writing and do
any and all other acts or things necessary or advisable to enable the offer
and sale in such jurisdictions of the Common Stock covered by the Shelf
Registration Statement; provided, however, that the Company 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.
(g) The Company shall cooperate with the Holders to facilitate the
timely preparation and delivery of certificates representing the shares of
Common Stock to be sold pursuant to the Shelf Registration Statement free
of any restrictive legends and in such denominations and registered in such
names as such Holders may request a reasonable period of time prior to
sales of the Common Stock pursuant to the Shelf Registration Statement.
(h) Upon the occurrence of any event contemplated by paragraphs (ii)
through (v) of Section 2(b) above during the period for which the Company
is required to maintain an effective Shelf Registration Statement, the
Company shall promptly prepare and file a post-effective amendment to the
Shelf Registration Statement or a supplement to the related prospectus and
any other required document so that, as thereafter delivered to Holders,
the prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they were made, not misleading. If the Company notifies the Holders in
accordance with paragraphs (ii) through (v) of Section 2(b) above to
suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Holders shall suspend use of such
prospectus, and the period of effectiveness of the Shelf Registration
Statement provided for in Section 1(b) above shall be extended by the
number of days from and including the date of the giving of such notice to
and including the date when the Holders shall have received such amended or
supplemented prospectus pursuant to this Section 2(h).
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(i) The Company will comply with all rules and regulations of the
Commission to the extent and so long as they are applicable to the Shelf
Registration and will make generally available to its security holders (or
otherwise provide in accordance with Section 11(a) of the Securities Act)
an earnings statement satisfying the provisions of Section 11(a) of the
Securities Act, no later than 45 days after the end of a 12-month period
(or 90 days, if such period is a fiscal year) beginning with the first
month of the Company's first fiscal quarter commencing after the effective
date of the Shelf Registration Statement, which statement shall cover such
12-month period.
(j) The Company may require each Holder of shares of Common Stock to be
sold pursuant to the Shelf Registration Statement to furnish to the Company
such information regarding such Holder and the distribution of such shares
as the Company may from time to time reasonably require for inclusion in
the Shelf Registration Statement, and the Company may exclude from such
Shelf Registration Statement the shares of Common Stock of any Holder that
unreasonably fails to furnish such information within a reasonable time
after receiving such request.
(k) The Company shall enter into such customary agreements (including,
if requested, an underwriting agreement in customary form) and take all
such other action, if any, as any Holder shall reasonably request in order
to facilitate the disposition of shares of the Common Stock pursuant to the
Shelf Registration in an underwritten offering or otherwise.
(l) The Company shall: (i) make reasonably available for inspection by
the Holders, any underwriter participating in any disposition pursuant to
the Shelf Registration Statement and any attorney, accountant or other
agent retained by the Holders or any such underwriter, all relevant
financial and other records, pertinent corporate documents and properties
of the Company and (ii) cause the Company's officers, directors, employees,
accountants and auditors to supply all relevant information reasonably
requested by the Holders or any such underwriter, attorney, accountant or
agent in connection with the Shelf Registration Statement, in each case as
shall be reasonably necessary, in the judgment of such Holder or any such
underwriter, attorney, accountant or agent referred to in this paragraph,
to conduct a reasonable investigation within the meaning of Section 11 of
the Securities Act; provided, however, that the foregoing inspection and
information gathering shall be coordinated by the Initial Holders and on
behalf of the other parties by counsel designated by and on behalf of such
other parties as described in Section 3 hereof.
Until the Shelf Registration Statement is filed with the Commission,
the Company may require each Holder to agree to keep confidential any
non-public information, relating to the Company, received by such Holder in
accordance with this Section 2(l) and not disclose such information (other
than to an affiliate or prospective purchaser who agrees to respect the
confidentiality provisions of this Section 2(l)); provided that each Holder
shall be released from its confidentiality obligations hereunder to the
extent necessary to permit such Holder to trade its Common Stock in
compliance with the securities laws if the Company breaches its obligations
to timely file the Shelf Registration Statement and each Holder shall be
relieved of its confidentiality obligations
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hereunder if the release of such information is required by law or
necessary to respond to inquiries of regulatory authorities; provided,
however, that no Holder shall be relieved of its confidentiality obligation
with respect to any such information otherwise permitted to be released
pursuant to this Section 2(l) that is not material to the Company. The
foregoing requirement shall exclude information which (i) is or becomes
generally available to the public other than as a result of disclosure by
the Holder or the Holder's Representatives, or (ii) becomes available to
the Holder or any of the Holder's Representatives on a non-confidential
basis from a source other than the Company or its affiliates or
Representatives, provided that neither the Holder or any of the Holder's
Representatives is aware that such source is under an obligation (whether
contractual, legal or fiduciary) to the Company or its affiliates or
Representatives to keep such information confidential. For purposes hereof,
the "Representatives" of any entity means such entity's directors,
officers, employees, legal and financial advisors, accounts and other
agents and representatives.
(m) The Company, if requested by any Holder of shares of the Common
Stock covered thereby, shall cause (i) its counsel to deliver an opinion
and updates thereof relating to the Common Stock in customary form
addressed to the selling Holders of the applicable Common Stock or the
managing underwriters, if any, thereof and dated, in the case of the
initial opinion, the effective date of such Shelf Registration Statement,
it being agreed that the matters to be covered by such opinion shall
include, without limitation, the due incorporation and good standing of the
Company and its subsidiaries; the due authorization, execution and delivery
of the relevant agreement of the type referred to in Section 3(k) hereof;
the due authorization and issuance of the Common Stock; the absence of
material legal or governmental proceedings involving the Company; the
absence of governmental approvals required to be obtained in connection
with the Shelf Registration Statement, the offering and sale of the Common
Stock or any agreement of the type referred to in Section 3(k) hereof; the
compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act, respectively; and, as of the date of
the opinion and as of the effective date of the Shelf Registration
Statement or most recent post effective amendment thereto, as the case may
be, the absence from such Shelf Registration Statement and the prospectus
included therein, as then amended or supplemented, and from any documents
incorporated by reference therein, of an untrue statement of a material
fact or the omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading (in the
case of any such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), all
subject to customary assumptions and qualifications and otherwise in form
and content customary for similar opinions; (ii) its officers to execute
and deliver all customary documents and certificates and updates thereof
requested by the selling Holders of the applicable shares of Common Stock
or any underwriters of the applicable shares of Common Stock; and (iii) its
independent public accountants to provide to the selling Holders of the
applicable Common Stock and any underwriter therefor a comfort letter in
customary form and covering matters of the type customarily covered in
comfort letters in connection with primary underwritten offerings,
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subject to receipt of appropriate documentation as contemplated, and only
if permitted, by Statement of Auditing Standards No. 72.
(n) The Company and the Subsidiary Guarantors shall use their best
efforts to take all other steps necessary to effect the registration of the
Common Stock covered by the Shelf Registration Statement contemplated
hereby.
3. Registration Expenses. The Company shall bear all fees and expenses
incurred in connection with the performance of its obligations under Sections 1
and 2 hereof, whether or not the Shelf Registration is filed or becomes
effective, and, shall bear or reimburse the Holders of the Common Stock covered
thereby, for the reasonable fees and disbursements of one firm of counsel
designated by the Holders of a majority of the outstanding shares of the Common
Stock covered thereby to act as counsel for the Holders in connection therewith.
4. Indemnification.
(a) The Company shall indemnify and hold harmless each Holder and each
person, if any, who controls such Holder within the meaning of the Exchange
Act (each such Holder and each such controlling person being referred to
collectively as the "Indemnified Parties") from and against any losses,
claims, damages or liabilities, joint or several, or any actions in respect
thereof (including, but not limited to, any losses, claims, damages,
liabilities or actions relating to purchases and sales of the Common Stock)
to which each Indemnified Party may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Shelf Registration Statement or any prospectus included therein or in any
amendment or supplement thereto, or arise out of, or are 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. The Company shall reimburse, as incurred, each Indemnified
Party for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof. The Company shall not, however, 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 the Shelf
Registration Statement or any prospectus included therein or in any
amendment or supplement thereto or in any preliminary prospectus relating
to the Shelf Registration in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on
behalf of such Holder specifically for inclusion therein. The Company shall
also indemnify underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution (in
each case as described in the Shelf Registration Statement), their officers
and directors and each person who controls such persons within the meaning
of the Securities Act or the Exchange Act to the same extent as provided
above with respect to the indemnification of the Holders if requested by
such Holders.
(b) Each Holder, severally and not jointly, will indemnify and hold
harmless the Company and each person, if any, who controls the Company
within the meaning of
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the Securities Act or the Exchange Act from and against any losses, claims,
damages, liabilities or actions in respect thereof to which the Company or
any such controlling person may become subject under the Securities Act,
the Exchange Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Shelf
Registration Statement or any prospectus included therein or in any
amendment or supplement thereto or in any preliminary prospectus relating
to the Shelf Registration, or arise out of or are 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 pertaining to such Holder and furnished to the Company by or on
behalf of such Holder specifically for inclusion therein; and, subject to
the limitation set forth immediately preceding this clause, shall
reimburse, as incurred, the Company for any legal or other expenses
reasonably incurred by the Company or any controlling person in connection
with investigating or defending any loss, claim, damage, liability or
action in respect thereof. This indemnity agreement will be in addition to
any liability which such Holder may otherwise have to the Company and any
of their controlling persons.
(c) Promptly after receipt by an Indemnified Party under this Section 4
of notice of the commencement of any action or proceeding (including a
governmental investigation), such Indemnified Party will, if a claim in
respect thereof is to be made against any person (the "Indemnifying Party")
under this Section 4, notify the Indemnifying Party of the commencement
thereof; but the omission so to notify the Indemnifying Party will not, in
any event, relieve the Indemnifying Party from any obligations to any
Indemnified Party including the indemnification obligation provided in
paragraph (a) or (b) above. In case any such action is brought against any
Indemnified Party, and it notifies the Indemnifying Party of the
commencement thereof, the Indemnifying Party will be entitled to
participate therein and, to the extent that it may wish, jointly with any
other Indemnifying Party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such Indemnified Party (who shall
not, except with the consent of the Indemnified Party, be counsel to the
Indemnifying Party), and after notice from the Indemnifying Party to such
Indemnified Party of its election to assume the defense thereof, the
Indemnifying Party will not be liable to such Indemnified Party under this
Section 4 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such Indemnified Party in
connection with the defense thereof. 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 or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party unless such settlement includes an
unconditional release of such Indemnified Party from all liability on any
claims that are the subject matter of such action.
(d) If the indemnification provided for in this Section 4 is
unavailable or insufficient to hold harmless an Indemnified Party, then
each Indemnified Party shall contribute to the amount paid or payable to
such Indemnifying Party as a result of the losses, claims, damages or
liabilities referred to in this Section 4 an amount or additional
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amount, as the case may be, in such proportion as is appropriate to reflect
the relative fault of the Indemnifying Party or parties on the one hand and
the Indemnified Party on the other in connection with the statements or
omission which resulted in such loses, claims, demands or liabilities as
well as any other relevant equitable considerations. The relative fault
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Indemnifying Party or parties on the one hand or the Indemnified Party on
the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The amount paid to an Indemnified Party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of
this Section 4 shall be deemed to include any legal or other expenses
reasonably incurred by such Indemnified Party in connection with
investigating or defending any action or claim which is the subject of this
Section 4. No person guilty of fraudulent misrepresentation within the
meaning of Section 11(f) of the Securities Act shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(e) The agreements contained in this Section 4 shall survive the sale
of the Common Stock pursuant to the Shelf 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.
5. Rules 144 and 144A. The Company shall use commercially reasonable
efforts to file the reports required to be filed by it under the Securities Act
and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the request of any Holder of
Transfer Restricted Stock (as defined below), make publicly available other
information so long as necessary to permit sales of their Common Stock pursuant
to Rules 144 and 144A. The Company covenants that it will take such further
action as any Holder of Transfer Restricted Stock may reasonably request, all to
the extent required from time to time to enable such Holder to sell Transfer
Restricted Stock without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Transfer Restricted Stock identified to
the Company upon request. Upon the request of any Holder of Transfer Restricted
Stock, the Company shall deliver to such Holder a written statement as to
whether the Company has complied with such requirements.
6. Underwritten Registrations. If any of the Transfer Restricted Stock
covered by the Shelf Registration is to be sold in an underwritten offering, the
managing underwriters will be selected by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Stock to be included in such
offering.
No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted Stock on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities,
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underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.
7. Definitions:
"Holder" means the Initial Holders and any person or entity to whom
Transfer Restricted Stock is validly transferred by an Initial Holder or a
Holder pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144 promulgated under the Securities Act.
"Transfer Restricted Stock" means shares of Common Stock issuable to
the Initial Holders under the Plan until (i) the date on which such Common Stock
has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf Registration Statement or (ii) the date on which such
Common Stock is distributed to the public pursuant to Rule 144 under the
Securities Act.
8. Miscellaneous.
(a) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, except by the Company and with
the written consent of the Holders of 75% of then outstanding shares of the
Common Stock affected by such amendment, modification, supplement, waiver
or consent.
(b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class
mail, facsimile transmission, or air courier which guarantees overnight
delivery:
(1) if to a Holder, at the most current address given by such Holder to
the Company in accordance with the provisions of this Section 8(b), which
address initially is, with respect to each Holder, the address of such
Holder to which confirmation of the sale of such Common Stock to such
Holder was first sent by the Company with copies in like manner to you as
follows:
Cadwalader, Xxxxxxxxxx & Xxxx
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax No.: (000) 000-0000
Attention: Xxxxx Xxxxxxxx
(2) if to the Company at the Company's address as follows:
TransTexas Gas Corporation
0000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000-0000
Fax No.: (000) 000-0000
Attention: Secretary
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with a copy to:
Gardere & Xxxxx, L.L.P.
3000 Thanksgiving Tower
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Fax No.: (000) 000-0000
Attention: C. Xxxxxx Xxxxxxxxxxx
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if
mailed; when receipt is acknowledged by recipient's facsimile machine
operator, if sent by facsimile transmission; and on the day delivered, if
sent by overnight air courier guaranteeing next day delivery.
(c) No Inconsistent Agreements. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its Common Stock that is inconsistent
with the rights granted to the Holders herein or otherwise conflicts with
the provisions hereof.
(d) Successors and Assigns. This Agreement shall be binding upon the
Company and its respective successors and assigns; provided however, that
no successor or assign may exercise any rights under this Agreement unless
such successor or assign agrees in writing to be bound by the provisions
hereof.
(e) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.
(g) Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any
such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to TransTexas a counterpart hereof, whereupon
this Agreement will become a binding agreement among the Company and the Initial
Holders in accordance with its terms.
Very truly yours,
TRANSTEXAS GAS CORPORATION
By:
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Name:
Title:
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The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date first above written.
Initial Holders
CREDIT SUISSE FIRST BOSTON CORPORATION
By:
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Name:
Title:
OAKTREE CAPITAL MANAGEMENT, LLC as general
partner and investment manager of certain
funds and accounts it manages
By:
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Name:
Title:
By:
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Name:
Title:
XXXXXX XXXXXX & CO., L.P.
By:
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Name:
Title:
