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EXHIBIT 3.7
CERTIFICATE OF AMENDMENT TO
THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TRANSTEXAS GAS CORPORATION
Pursuant to the provisions of Sections 103, 242 and 303 of the General
Corporation Law of the State of Delaware (the "DGCL"), TransTexas Gas
Corporation, a corporation organized and existing under and by virtue of the
DGCL (the "Corporation"), does hereby certify as follows:
FIRST: The name of the Corporation is TransTexas Gas Corporation.
SECOND: The Corporation's Certificate of Incorporation was filed with
the Secretary of State of Delaware on May 7, 1993. The Corporation's Certificate
of Incorporation was amended on August 20, 1993 and February 9, 1994 and by the
filing of an Amended and Restated Certificate of Incorporation on March 17,
2000.
THIRD: This Certificate of Amendment to the Amended and Restated
Certificate of Incorporation amends the Amended and Restated Certificate of the
Corporation and has been duly adopted in accordance with Sections 242 and 303 of
the DGCL, pursuant to the authority granted to the Corporation under Section 303
of the DGCL to carry out orders of the Bankruptcy Court (the "Bankruptcy Court")
having jurisdiction under Chapter 11 of Title 11 of the United States Code (the
"Bankruptcy Code") of the reorganization of the Corporation pursuant to the
Corporation's Second Amended, Modified and Restated Plan of Reorganization under
Chapter 11 of the Bankruptcy Code (which, pursuant to an order of the Bankruptcy
Court, has previously been confirmed). Provision for the making of this
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation is contained in an order of the Bankruptcy Court.
The Amended and Restated Certificate of Incorporation is hereby amended
as follows:
Section A of Article IV of the Amended and Restated Certificate of
Incorporation is hereby amended to read in its entirety as follows:
A. The total number of shares of capital stock that
the Corporation shall have the authority to issue is
600,247,500, of which (i) 100,000,000 shares shall be shares
of Class A Common Stock with a par value of $0.01 per share
(the "Class A Common Stock"), (ii) 247,500 shares shall be
shares of Class B Common Stock with a par value of $0.01 per
share (the "Class B Common Stock"), and (iii) 500,000,000
shares shall be shares of Preferred Stock, par value $0.001
per share (the "Preferred Stock").
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IN WITNESS WHEREOF, TransTexas Gas Corporation has caused this
Certificate of Amendment to the Amended and Restated Certificate of
Incorporation to be signed by Ed Donahue, its Vice President, Chief Financial
Officer and Secretary this 8th day of August, 2000.
TRANSTEXAS GAS CORPORATION
By: /s/ ED DONAHUE
-------------------------------------
Ed Donahue
Vice President, Chief Financial Officer
and Secretary
