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EXHIBIT 4.14
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August
12, 1997, by and among TransTexas Gas Corporation, a Delaware corporation (the
"Registrant" or "TransTexas"), Firstar Bank of Minnesota, N.A. (the "Trustee"),
TransAmerican Energy Corporation, a Delaware corporation ("TEC"), and
TransAmerican Refining Corporation ("TARC").
WHEREAS, prior to the Share Repurchase Program (as defined below), TEC
owned 43,700,000 shares of Common Stock, $0.01 par value of TransTexas (the
"TEC Shares"); and
WHEREAS, prior to the Share Repurchase Program, TARC owned 10,450,000
shares of Common Stock, $0.01 par value of TransTexas (the "TARC Shares" and
together with the TEC Shares the "Shares"); and
WHEREAS, TEC has issued its 11 1/2% Senior Secured Notes due 2002 and
13% Senior Secured Discount Notes due 2002 (the "Notes") pursuant to a private
placement; and
WHEREAS, TARC and TEC have entered into that certain Loan Agreement
dated as of June 13, 1997 (the "TARC Intercompany Loan Agreement"); and
WHEREAS, TARC has pledged the TARC Shares as security under the TARC
Intercompany Loan Agreement pursuant to that certain Security and Pledge
Agreement, dated as of June 13, 1997 (the "TARC Pledge"), by TARC in favor of
TEC; and
WHEREAS, TEC has pledged the TEC Shares and its interest in the TARC
Pledge as security for the Notes pursuant to that certain Security and Pledge
Agreement, dated as of June 13, 1997 (the "TEC Pledge" and together with the
TARC Pledge, the "Pledge Agreements"), by TEC in favor of the Trustee; and
WHEREAS, TransTexas has agreed to register the Shares outstanding
after giving effect to the consummation of the Share Repurchase Program;
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. Capitalized terms not otherwise defined in this
Agreement shall have the meanings ascribed to them in the Indenture (defined
below). 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.
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"Indenture" shall mean that certain Indenture dated as of June 13,
1997 by and among TEC and the Trustee.
"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 outstanding 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
Shareholders of such securities shall have become effective under the
Securities Act and 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; (iv) they shall have been purchased by the
Registrant in connection with the Share Repurchase Program; (v) they shall have
been released from pledge pursuant to the terms of the relevant Pledge
Agreement; or (vi) 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 4(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 counsel selected pursuant to
Section 4(e) and Section 8 hereof by the Shareholders being registered to
represent such Shareholders in connection with each 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 the Shareholders (provided that such expenses shall not include
expenses of counsel other than those provided for in clause (vi) above).
"Securities Act" shall mean the Securities Act of 1933, 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.
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"SEC" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act or the Exchange
Act.
"Shareholder" shall mean TEC, TARC or any transferee (other than the
Registrant) of Registrable Securities, or, following any foreclosure on the
Shares by the Trustee, the Trustee.
"Share Repurchase Program" shall mean the stock repurchase program
contemplated by the Indenture.
"Shelf Registration" shall have the meaning given to such term in
Section 2(a).
"Shelf Registration Statement" shall have the meaning given to such
term in Section 2(a).
2. Shelf Registration.
(a) The Registrant shall prepare and, by October 15, 1997
file with the SEC a registration statement (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
Shareholders under the circumstances contemplated by the Indenture and the
Pledge Agreements, 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 to keep the Shelf Registration Statement continuously effective
in order to permit the prospectus included therein to be usable by the Trustee
for a period ending on the date on which all Shares pledged pursuant to the
Pledge Agreements are released from such pledges, 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, unless such
action is required by applicable law (including, but not limited to, reasonable
periods necessary to prepare appropriate disclosure); and provided further,
that the foregoing proviso shall not apply to actions taken (or contemplated to
be taken) by the Registrant in good faith and for business reasons, including
without limitation the acquisition or divestiture of assets or the offering or
sale of securities, so long as the Registrant promptly thereafter complies with
the requirements of Section 4(g) hereof, if applicable.
(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
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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 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. The Shareholders will pay all Registration
Expenses in connection with the registration of Registrable Securities pursuant
to this Section 2 pro rata (in relation to the number of shares registered).
(e) Selection of Underwriters. If a registration
pursuant to this Section 2 involves an underwritten offering, the Shareholders
shall have the right to select the investment banker or bankers and managers to
administer the offering, reasonably acceptable to Registrant.
3. Incidental Registrations.
(a) Right To Include Registrable Securities. In the
event no Shelf Registration is effective pursuant to Section 2 hereof, if the
Registrant proposes to register any of its securities under the Securities Act
by registration on Forms X-0, X-0 or S-3 or any successor or similar form(s)
(except registrations on such Forms or similar forms solely for registration of
securities in connection with an employee benefit plan or dividend reinvestment
plan or a merger or consolidation), whether or not for sale for its own
account, the Registrant will at each such time, give prompt written notice to
the Shareholders of its intention to do so and of the Shareholders' rights
under this Section 3. Upon the written request of any Shareholder made within
15 days after the receipt of any such notice (which request shall specify the
Registrable Securities intended to be disposed of pursuant to this Section 3),
the Registrant will use all reasonable efforts to effect the registration under
the Securities Act of all Registrable Securities which the Registrant has been
so requested to register by a Shareholder, to the extent necessary to permit
the disposition of the Registrable Securities to be so registered; provided,
that (i) if, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Registrant shall
determine for any reason not to proceed with the proposed registration of the
securities to be sold by it, the Registrant may, at its election, give written
notice of such determination to the Shareholders and thereupon shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration and (ii) if such registration involves an underwritten
offering of securities of the same class as the Registrable Securities to be
included in such registration, all Registrable Securities requested by a
Shareholder to be included in such registration must be sold to the
underwriters selected by the Registrant on the same terms and conditions as
apply to the Registrant with such differences, including any with respect to
indemnification and liability insurance, as may be customary or appropriate in
combined primary and secondary offerings. If a registration requested pursuant
to this Section 3(a) involves an underwritten public offering, the Shareholders
may elect, in writing prior to the effective date of the registration statement
filed in connection
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with such registration, not to register such securities in connection with such
registration and shall have no liability with respect to any such withdrawal.
(b) Expenses. If any Shareholder's Registrable
Securities are being registered, such Shareholder will pay a pro rata portion
(in relation to the number of shares of such Shareholder registered) of the
Registration Expenses in connection with the registration of Registrable
Securities pursuant to this Section 3.
(c) Priority in Incidental Registrations. If a
registration pursuant to this Section 3 involves an underwritten offering and
the managing underwriter advises the Registrant in writing that, in its
opinion, the number and kind of securities requested to be included in such
registration exceeds the number and kind that can be sold in such offering, so
as to be likely to have a material adverse effect on the price, timing or
distribution of the securities offered in such offering as contemplated by the
Registrant (other than the Registrable Securities), then the Registrant will
include in such registration (i) all of the number and kind of securities the
Registrant proposes to sell, then (ii) all of the number and kind of securities
the Registrant is required to include in such registration pursuant to a demand
registration right, subject to the terms of the agreement creating such demand
registration right, and then (iii) the number of shares of Registrable
Securities requested to be registered pursuant to this Section 3, together with
the number of shares of Registrable Securities otherwise requested to be
registered pursuant to similar "piggyback" registration rights (subject to the
terms of the agreement creating such rights), reduced pro rata to a number of
shares of Securities which, in the opinion of such managing underwriter, can be
sold without having the adverse effect referred to above.
4. Registration Procedures. In connection with a Shelf
Registration contemplated by Section 2 hereof the following provisions shall
apply:
(a) The Registrant shall furnish to the Shareholders,
prior to the filing thereof with the SEC, a copy of the Shelf Registration
Statement (hereinafter referred to in this Section 4 and in Section 5 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 the
Shareholders reasonably may propose.
(b) The Registrant shall notify the Shareholders:
(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;
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(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 SEC 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
(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).
(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 each Shareholder as
many copies of the prospectus (including each preliminary prospectus) included
in the Registration Statement and any amendment or supplement thereto as such
persons 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 each Shareholder, 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 the Shareholders and their respective
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 the Shareholders may reasonably request in writing and shall
do any and all other acts or things 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 the Shareholders
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
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names as the Shareholders may request a reasonable period of time prior to
sales of the Registrable Securities pursuant to the Registration Statement.
(g) Upon the occurrence of any event contemplated by
Section 4(b)(v) above, the Registrant shall promptly prepare a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus or file any other required document so that, as thereafter 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 provide a CUSIP number for the Registrable
Securities, 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 the Shareholders reasonably request if such class
is not then listed or included), and provide the transfer agent with printed
certificates for the Registrable Securities in a form eligible for deposit with
The Depository Trust Company or arrange for full F.A.S.T. settlement of the
Registrable Securities with the Depositary Trust Company, as applicable
(i) The Registrant will use its best efforts to comply
with all rules and regulations of the SEC to the extent and so long as they are
applicable to the Registration Statement and will make generally available to
its securities 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 Registrant's first fiscal quarter commencing after the
effective date of the Registration Statement, which statement shall cover such
12-month period.
(j) The Registrant may require each Shareholder to
furnish to the Registrant such information regarding the Shareholder and the
distribution of the Registrable Securities as the Registrant may from time to
time reasonably require for inclusion in the Registration Statement.
(k) The Shareholders, 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 the Shareholders,
shall enter into such customary agreements (including, if requested, 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 requested by the Shareholders in order to facilitate the disposition of the
Registrable Securities pursuant to the Registration Statement.
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(l) The Registrant shall (i) make reasonably available
for inspection by the Shareholders, any underwriter participating in any
disposition pursuant to the Registration Statement and any attorney, accountant
or other agent retained by either Shareholder 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 relevant information reasonably requested
by the Shareholders, any such underwriter, attorney, accountant or agent in
connection with the Registration Statement.
(m) The Registrant, if requested by a Shareholder, shall
cause its counsel to deliver to such Shareholders 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 any such Shareholder or any underwriters of the Registrable
Securities and cause its independent public accountants to provide to such
Shareholder and any underwriter therefor a comfort letter in customary form.
5. Indemnification. (a) Each Shareholder, 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 a 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 Shareholder 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 Shareholder may otherwise
have to the Registrant or any of its directors, officers, employees or agents.
(b) Registrant shall indemnify and hold harmless each
Shareholder (other than TEC or any other Related Person) and each director,
officer, employee or agent of each Shareholder (other than a Related Person)
(each such director, officer, employee and agent are referred to collectively
as the "Affiliated Parties") 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 Registrable Securities), to which any Shareholder or
Affiliated 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
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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 Shareholder and each Affiliated 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; 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 Shareholder 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 Shareholder or Affiliated
Party and the loss, liability, claim, damage or expense could have been avoided
but for the failure by the Shareholder or Affiliated Party to deliver the
amendment or supplement.
(c) Promptly after receipt by an indemnified party under
this Section 5 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 5, 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 5 unless 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 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 5 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
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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 60 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 the subject matter
of such action.
(d) The agreements contained in this Section 5 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.
6. Rule 144. The Registrant covenants that it will file the reports
required to be filed by it under the Securities Act and the Exchange Act and
the rules and regulations adopted by the SEC thereunder (or, if the Registrant
is not required to file such reports, it will, upon the request of either
Shareholder, make publicly available such information), and it will take such
further action as either Shareholder may reasonably request, all to the extent
required from time to time to enable such Shareholder to sell shares of
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the Securities Act,
as such Rules may be amended from time to time, or (ii) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of a Shareholder,
the Registrant will deliver to such Shareholder a written statement as to
whether it has complied with such requirements. The Registrant will pay all
expenses in connection with the Registrant's compliance with this Section 6.
7. Selection of Counsel. In connection with any registration of
Registrable Securities pursuant to Sections 2 or 3 hereof, the Shareholders may
select one counsel to represent the Shareholders of Registrable Securities
covered by such registration.
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8. Third Party Beneficiary. The parties hereto expressly agree that
the Trustee shall be a third party beneficiary of this Agreement and may
enforce all obligations under this Agreement of any party to this Agreement,
including, without limitation, the obligations of the Registrant under Sections
2 and 3 and the obligations of the Shareholders under Sections 2(d) and 3(b).
In addition, the Trustee may compel any party to enforce such party's rights
under this Agreement.
9. 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 the Shareholders and to
the Trustee as provided in Section 10(e) of this Agreement.
10. Miscellaneous.
(a) Holdback Agreement. If any registration shall be in
connection with an underwritten public offering, each Shareholder agrees not to
effect any public sale or distribution (but excluding any sale pursuant to Rule
144 under the Securities Act), of any equity securities of the Registrant, or
of any security convertible into or exchangeable or exercisable for any equity
security of the Registrant (in each case, other than as part of such
underwritten public offering), within 15 days before or 90 days (or such lesser
period as the managing underwriters may permit) after the effective date of
such registration (except as part of such registration), and the Registrant
hereby also so agrees and agrees to request and make good faith efforts to
persuade each other holder of any equity security, or of any security
convertible into or exchangeable or exercisable for any equity security, of the
Registrant purchased from the Registrant (at any time other than in a public
offering) to so agree.
(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 or by the Trustee 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 the Trustee 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 the Trustee and of the Holders of a majority of the Registrable
Securities then outstanding. Each holder of any Registrable Securities at the
time or thereafter outstanding shall be bound by any consent authorized by this
Section 10(c), whether or not such Registrable Securities shall have been
marked to indicate such consent.
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(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 any Shareholder:
at its address in the Registrant's
stock register
(ii) if to the Registrant to:
TransTexas Gas Corporation
0000 Xxxxx Xxx Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xx. Xx Xxxxxxx
with a copy to:
Gardere & Xxxxx, L.L.P.
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxx Xxxxxxxxxxx, Esq.
(iii) if to the Trustee to:
Firstar Bank of Minnesota, N.A.
000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xx. Xxxx Xxxxxxxxx 00000-0000
Attention: Xx. Xxxxx Xxxxxx
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.
(f) 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.
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(g) 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.
(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 Texas 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: /s/ Xx Xxxxxxx
---------------
Xx Xxxxxxx, Chief Financial Officer
and Secretary
TRANSAMERICAN ENERGY CORPORATION
By: /s/ Xx Xxxxxxx
---------------
Xx Xxxxxxx, Vice President
and Secretary
TRANSAMERICAN REFINING CORPORATION
By: /s/ Xx Xxxxxxx
---------------
Xx Xxxxxxx, Vice President
and Secretary
FIRSTSTAR BANK OF MINNESOTA
By: /s/ Xxxxx X. Xxxxxx III
------------------------
Name: Xxxxx X. Xxxxxx, III
Title: Vice President
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