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EXHIBIT 4.7
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TRANSTEXAS GAS CORPORATION
Issuer
and
BANK ONE, N.A.
Trustee
___________________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of September 2, 1997
___________________________
$117,573,000
13 3/4% Series C Senior Subordinated Notes due 2001
and
13 3/4% Series D Senior Subordinated Notes due 2001
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THIS FIRST SUPPLEMENTAL INDENTURE, effective as of September 2, 1997
("Supplemental Indenture"), is made and entered into by TRANSTEXAS GAS
CORPORATION, a Delaware corporation (the "Company"), and Bank One, N.A., (the
"Trustee"), under an Indenture dated as of June 13, 1997, by the Company and
the Trustee (the "Current Indenture"). All capitalized terms used in this
Supplemental Indenture that are defined in the Current Indenture, either
directly or by reference therein, have the meanings assigned to them therein,
except to the extent such terms are defined in this Supplemental Indenture or
the context clearly requires otherwise.
WHEREAS, Section 9.1 of the Current Indenture provides, among other
things, that the Company, when authorized by Board Resolutions, and the Trustee
may enter into an indenture supplemental thereto for the purposes of curing
any ambiguity, defect, or inconsistency, or to make any other provisions with
respect to matters or questions arising under the Current Indenture, provided
such action shall not adversely affect the Interests of any Holder in any
material respect;
WHEREAS, the Board of Directors of the Company has adopted resolutions
authorizing and approving proposed amendments to the Current Indenture in
accordance with Section 9.1 thereof and the Company and the Trustee are
executing and delivering this Supplemental Indenture in order to provide for
such amendments;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Supplemental
Indenture hereby agree as follows:
ARTICLE I
AMENDMENTS TO CURRENT INDENTURE
Section 1.01. Additional Definitions. The Current Indenture is
hereby amended to add the following definition to Section 1.1, which, although
the capitalized term is used in the Current Indenture, was inadvertently
omitted:
"Volumetric Production Payments" means production payment obligations
recorded as deferred revenue in accordance with GAAP, together with
all undertakings and obligations in connection therewith.
Section 1.02. Amended Definitions. The following definitions in
Section 1.1 of the Current Indenture are hereby amended, to correct immaterial
ambiguities, defects, or inconsistencies:
(a) Definition of TransTexas Intercompany Loan. The term "Restricted
Liens" used in the proviso to clause (b) of the definition of
Asset Sale in the Current Indenture is hereby corrected to read
"Permitted Liens."
(b) Definition of TransTexas Intercompany Loan. The dollar amount
($425 million) referred to in the definition of TransTexas
Intercompany Loan in the Current Indenture is hereby corrected to
read "$450 million."
(c) Definition of Permitted Liens. The term "Non-Recourse Debt" used
in clause (q) of the definition of Permitted Liens in the Current
Indenture is hereby corrected to read "Unrestricted Non-Recourse
Debt."
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ARTICLE II
GENERAL PROVISIONS
Section 2.01. Effectiveness of Amendments. The Supplemental
Indenture is effective as of the date first above written.
Section 2.02. Ratification of Indenture. The Current 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 Supplemental Indenture. The Current Indenture and this Supplemental
Indenture, shall be read, taken and construed as one and the same instrument.
Section 2.03. Certificate and Opinion as to Conditions Precedent.
Simultaneously with and as a condition to the execution of this Supplemental
Indenture, the Company is delivering to the Trustee
(a) an Officer's Certificate in the form attached hereto as Exhibit
A; and
(b) an Opinion of Counsel covering the matters described in Exhibit B
attached hereto.
Section 2.04. Effect of Headings. The Article and Section headings
in this Supplemental Indenture are for convenience only and shall not affect
the construction of this Supplemental Indenture.
Section 2.05. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 2.06. Counterparts. This 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.
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IN WITNESS WHEREOF, the parties to this Supplemental Indenture have
caused this Supplemental Indenture to be duly executed as of day and year first
above written.
TRANSTEXAS GAS CORPORATION
Attest: By:
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Xxx Xxxxx Xx Xxxxxxx
Assistant Secretary Vice President, Chief Financial Officer
and Secretary
BANK ONE, N.A.,
Trustee
By:
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EXHIBIT A
TRANSTEXAS GAS CORPORATION
OFFICERS' CERTIFICATE
The undersigned, Xxxxxx Xxxxxxxxxxxx, President, and Xx Xxxxxxx, Vice
President and Secretary of TransTexas Gas Corporation, a Delaware corporation
(the "Company"), do hereby certify pursuant to Section 2.03 of that certain
First Supplemental Indenture, dated as of September 2, 1997, between the Company
and Bank One, N.A., and Section 14.4 of that certain Indenture, dated as of June
13, 1997, between the Company and the Trustee (the "Indenture"), as follows:
1. The undersigned have read Section 9.1 of the Indenture.
3. In our opinion, we have made such examination and
investigation as is necessary to enable us to express an informed opinion as to
whether or not the conditions precedent in the Indenture requiring compliance
by the Company to or concurrently with the execution and delivery by the
Company of the First Supplemental Indenture have been complied with.
4. In our opinion, each of the conditions precedent in the
Indenture requiring compliance by the Company prior to or concurrently with the
execution and delivery by the Company of the First Supplemental Indenture have
been complied with, and the Trustee is authorized or permitted, pursuant to
Section 9.1 of the Indenture, to execute the First Supplemental Indenture.
IN WITNESS WHEREOF, we have executed this Certificate as of September
2, 1997.
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Xxxxxx Xxxxxxxxxxxx, President
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Xx Xxxxxxx, Vice President and Secretary
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EXHIBIT B
Matters to be Covered by Gardere & Xxxxx, L.L.P. Opinion
1. The First Supplemental Indenture has been duly
authorized, executed and delivered by the Company.
2. Each of the conditions precedent in the Current
Indenture requiring compliance by the Company prior to or concurrently
with the execution and delivery by the Company of the First
Supplemental Indenture has been complied with by the Company, and
Section 9.1 of the Current Indenture authorizes or permits the Trustee
to execute the First Supplemental Indenture.
