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EXHIBIT 4.43
EXECUTION COPY
TRANSTEXAS GAS CORPORATION
$200,000,000
15% Senior Secured Notes Due 2005
REGISTRATION RIGHTS AGREEMENT
Dated: 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"), $200,000,000 principal amount of
15% Senior Secured Notes Due 2005 (the "Notes"). The Notes will be issued
pursuant to an Indenture dated as of the date hereof (the "Indenture"), by and
between the Company, as issuer, and Firstar Bank, N.A., as Trustee. 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 Notes (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 Notes 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 Notes until five
years from the Issue Date (as defined in the Indenture) or for such shorter
period that will terminate when all the Notes covered by the Shelf
Registration Statement have 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
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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 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
Notes 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.
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(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 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
Notes covered by such prospectus or any such amendment or supplement.
(f) Prior to any public offering of the Notes pursuant to the Shelf
Registration, the Company shall register or qualify or cooperate with the
Holders of Notes included therein and their respective counsel in
connection with the registration or qualification of the Notes 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 Notes 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 Notes 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 Notes 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
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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).
(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 Notes to be sold pursuant to
the Shelf Registration Statement to furnish to the Company such information
regarding such Holder and the distribution of the Notes 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 Notes 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 the Notes 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 Notes in compliance
with the securities laws
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if the Company breaches its obligations to timely file the Shelf
Registration Statement and each Holder shall be relieved of its
confidentiality obligations 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 the Notes covered
thereby, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Notes in customary form addressed to the selling
Holders of the applicable Notes 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, execution,
authentication and issuance, and the validity and enforceability, of the
Notes; 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 Notes 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 and the Trust Indenture 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 Notes or any underwriters of the applicable Notes; and (iii)
its independent public accountants to provide to the selling Holders of the
applicable Notes and any underwriter therefor a comfort letter in customary
form and covering matters of the type customarily covered in
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comfort letters in connection with primary underwritten offerings, subject
to receipt of appropriate documentation as contemplated, and only if
permitted, by Statement of Auditing Standards No. 72.
(n) The Company shall use commercially reasonable efforts to cause the
Notes covered by the Shelf Registration Statement to be rated (or to have
any existing rating confirmed) with the appropriate rating agencies, if so
requested by the managing underwriters or by the Holders of a majority in
aggregate principal amount of the Notes covered by the Shelf Registration
Statement.
(o) The Company and the Subsidiary Guarantors shall use their best
efforts to take all other steps necessary to effect the registration of the
Notes 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 Notes covered
thereby, for the reasonable fees and disbursements of one firm of counsel
designated by the Holders of a majority in principal amount of the Notes 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 Notes) 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
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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 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
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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 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 Notes 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 Notes (as defined below), make publicly available other
information so long as necessary to permit sales of their Notes pursuant to
Rules 144 and 144A. The Company covenants that it will take such further action
as any Holder of Transfer Restricted Notes may reasonably request, all to the
extent required from time to time to enable such Holder to sell Transfer
Restricted Notes 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 Notes identified to
the Company upon request. Upon the request of any Holder of Transfer Restricted
Notes, 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 Notes
covered by the Shelf Registration are 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 Notes to be included in
such offering.
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No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted Notes 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, 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 Notes are 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 Notes" means each Note until (i) the date on which
such Note 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 Note 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% in aggregate principal amount of
then outstanding Notes 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 Notes to such Holder was
first sent by the Company with copies in like manner to you as follows:
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax No.:(▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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(2) if to the Company at the Company's address as follows:
TransTexas Gas Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Secretary
with a copy to:
▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇.▇.▇.
▇▇▇▇ Thanksgiving Tower
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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 Notes 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
▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., L.P.
By:
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Name:
Title