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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 7, 2000
TRANSTEXAS GAS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-12204 76-0401023
------- ----------
(Commission File Number) (I.R.S. Employer
Identification No.)
1300 North Sam Houston Parkway East, Suite 310
Houston, Texas 77032
----------------------------
(Address of principal executive offices, including zip code)
(281) 987-8600
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On February 7, 2000 (the "Confirmation Date"), the United States
Bankruptcy Court for the Southern District of Texas, Corpus Christi
Division, signed and entered an order (the "Confirmation Order")
confirming the Company's Second Amended, Modified and Restated
Plan of Reorganization dated January 25, 2000 (the "Plan") under
Chapter 11 of the United States Bankruptcy Code. The Plan will take
effect and be consummated on the Effective Date which is expected to
occur as soon as practicable. The following summary of the Plan is
qualified by reference to the Plan, the Disclosure Statement and
Confirmation Order. Copies of the Plan and Confirmation Order are
attached hereto as Exhibits 2.1 and 2.2. Capitalized terms that are not
defined herein shall have the meanings given them in the Plan.
On the Effective Date, the Company's existing securities, including the
$450 million TransTexas Senior Secured Note, $115.8 million of
TransTexas Subordinated Notes, and all of the Company's issued and
outstanding shares of common stock ("Old Common Stock") will be
canceled. Also on the Effective Date, the holders of the TransTexas
Senior Secured Note Claims will receive a Distribution under the Plan
consisting of approximately (i) 1,002,500 shares of New Class A Common
Stock, (ii) 247,500 shares of New Class B Common Stock, (iii)
222,455,000 shares of New Senior Preferred Stock, (iv) 20,716,000
shares of New Junior Preferred Stock, (v) New Warrants to purchase
625,000 shares of New Class A Common Stock, (vi) $200 million of New
Senior Secured Notes, and (vii) $24.6 million cash. The holders of the
TransTexas Subordinated Notes and Old Common Stock, as well as holders
of General Unsecured Claims, will receive no Distributions on account
of their Claims under the Plan. However, the Plan provides that the
holders of the TransTexas Senior Secured Note Claims will reallocate a
portion of their Plan Distribution as follows: (i) each holder of a
TransTexas Subordinated Note Claim will receive, at its election,
either (x) cash in an amount equal to $.04 per $1.00 of the principal
amount of its Allowed Claim, (y) shares of New Senior Preferred Stock
in an amount equal to $.12 per $1.00 of the principal amount of its
Allowed Claim, or (z) shares of New Junior Preferred Stock in an amount
equal to $.42 per $1.00 of the principal amount of its Allowed Claim;
(ii) each holder of a General Unsecured Claim will receive cash in an
amount equal to its ratable portion of $20 million and its ratable
portion of five million shares of New Senior Preferred Stock; (iii)
each holder of Old Common Stock that is not an Affiliate of the Debtor
will receive its ratable portion of 52,500 shares of New Class A Common
Stock and its ratable portion of 109,375 New Warrants; and (iv) John R.
Stanley, or his designee, will receive 247,500 shares of New Class B
Common Stock and 515,625 New Warrants.
Other creditors of the Company will receive the following Distributions
pursuant to the Plan:
(i) each holder of an Allowed Priority Claim will receive cash in
an amount equal to 100% of the Allowed amount of such Claim on
or as soon as practicable after the later of the Effective
Date or the date on which such Priority Claim becomes an
Allowed Priority Claim;
(ii) each holder of an Allowed Secured Tax Claim will receive, at
the option of the Company, either (a) equal cash payments
every three months following the Effective Date, commencing
March 15, 2000, over a period not exceeding six years totaling
the principal
2
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amount of such Claim plus 10% interest on any unpaid balance,
(b) such other treatment agreed to by the holder of the
Claim and the Company, provided such treatment is on more
favorable terms to the Company than the treatment in clause
(a), or (c) payment in full in cash on or as soon as
practicable after the later of the Effective Date or the date
on which such Secured Tax Claim becomes an Allowed Secured Tax
Claim;
(iii) the GMAC Secured Claim will be assumed and paid in accordance
with the terms and conditions as are agreed to in writing
between GMAC and the Company;
(iv) each holder of an Allowed Miscellaneous Secured Claim will
receive, at the option of the Company, one of the following
alternatives: (a) the Company will assume the Claim, leaving
the holder's legal, equitable and contractual rights
unaltered, (b) the Company will cure any default, reinstate
the maturity, compensate the holder of the Claim for any
damages and assume the Claim, or (c) the Company will provide
such other treatment as agreed to by the holder of the Claim
and the Company with the prior consent of the Bondholder
Committee and GMAC;
(v) each holder of an Allowed Mineral Interest Secured Claim will
receive, at the holder's election, either (a) equal annual
cash payments over a period of five years totaling the
principal amount of its Claim plus simple interest at the Plan
Rate and, until the Claim is paid in full, a continuing second
priority lien securing such Claim to the extent its Claim is
attributable to the Company's receivables as of the Petition
Date, or (b) cash in an amount equal to 40% of the Allowed
amount of its Claim;
(vi) each holder of an Allowed M&M Lien Secured Claim will receive
equal annual cash payments over a period of five years
totaling the principal amount of its Claim plus simple
interest from the Effective Date at the Plan Rate and, until
the Claim is paid in full, a continuing subordinated lien
securing such Claim;
(vii) the holder of the TransTexas Senior Secured Note Deficiency
Claim will receive no Distribution under the Plan;
(viii) each holder of an Allowed Convenience Claim will receive cash
in an amount equal to 100% of its Allowed Convenience Claim,
without interest, on the Effective Date or as soon as
practicable thereafter; and
(ix) each holder of an Allowed Production Payment Holder Claim will
receive such treatment as will leave its Claim Unimpaired
unless such holder agrees to a different treatment. All
Allowed Production Payment Holder Claims that are not due and
payable on or before the Effective Date will be paid in
accordance with their terms and in the ordinary course of
business.
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Holders of Allowed Claims and Interests as of 5:00
p.m. (CST) on February 15, 2000 (the Distribution
Record Date) will be entitled to participate in
Distributions under the Plan. The Company also
expects, in connection with consummation of the Plan,
to execute a Post Confirmation Credit
Facility and amend the GMAC DIP Facility.
As of the Confirmation Date, there were 57,515,566
shares of Old Common Stock issued and outstanding. As
of the Effective Date, all of the Old Common Stock
will be canceled and the following shares will be
issued and outstanding: approximately (i) 1,002,500
shares of New Class A Common Stock, (ii) 247,500
shares of New Class B Common Stock, (iii) 222,455,000
shares of New Senior Preferred Stock, and (iv)
20,716,000 shares of New Junior Preferred Stock. In
addition, there will be approximately 106,200,000
shares of New Senior Preferred Stock and 25,000,000
shares of New Junior Preferred Stock reserved for
issuance upon payment of dividends in kind, and
625,000 shares of New Class A Common Stock reserved
for issuance upon exercise of New Warrants issued
pursuant to the Plan.
Information as to the assets and liabilities of the
Company as of December 31, 1999 is included in the
unaudited balance sheet attached hereto as Exhibit
99.1.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
2.1 -- Second Amended, Modified and Restated Plan of
Reorganization of TransTexas Gas Corporation dated
January 25, 2000.
2.2 -- Order Confirming Debtor's Second Amended, Modified and
Restated Plan of Reorganization dated February 7, 2000.
99.1 -- Unaudited Balance Sheet of the Company dated as of
December 31, 1999.
99.2 -- Press Release issued on February 7, 2000.
4
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ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
5
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRANSTEXAS GAS CORPORATION
By: /s/ ED DONAHUE
----------------------------
Name: Ed Donahue
Title: Vice President
Dated: February 18, 2000
6
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EXHIBIT INDEX
<TABLE>
<CAPTION>
No. Description Page
- --- ----------- ----
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2.1 -- Second Amended, Modified and Restated Plan of Reorganization
of TransTexas Gas Corporation dated January 25, 2000.
2.2 -- Order Confirming Debtor's Second Amended, Modified and
Restated Plan of Reorganization dated February 7, 2000.
99.1 -- Unaudited Balance Sheet of the Company dated as of December
31, 1999.
99.2 -- Press Release issued on February 7, 2000.
</TABLE>
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EXHIBIT 2.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
CORPUS CHRISTI DIVISION
IN RE: )
)
TRANSTEXAS GAS CORPORATION, ) CASE NO. 99-21550-C-11
)
DEBTOR. )
SECOND AMENDED MODIFIED AND RESTATED PLAN OF
REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY
CODE PROPOSED BY DEBTOR
Dated: January 25, 2000
JORDAN, HYDEN, WOMBLE GARDERE & WYNNE, L.L.P.
& CULBRETH, P.C. John Nabors
Shelby Jordan Deirdre B. Ruckman
Bank America Towers 3000 Thanksgiving Tower
500 N. Shoreline, Suite 900 1601 Elm Street
Corpus Christi, TX 78471 Dallas, TX 75201
COUNSEL FOR DEBTOR SPECIAL COUNSEL FOR
DEBTOR
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TABLE OF CONTENTS
<TABLE>
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Page
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ARTICLE I
INTRODUCTION
Section 1.01 Introduction................................................ 1
ARTICLE II
DEFINITIONS
Section 2.01 Administrative Expense...................................... 1
Section 2.02 Affiliate of the Debtor..................................... 1
Section 2.03 Allowed..................................................... 1
Section 2.04 Allowed Claim or Allowed Interest........................... 1
Section 2.05 Amended Bylaws.............................................. 1
Section 2.06 Amended Certificate of Incorporation........................ 2
Section 2.07 Ballot Deadline............................................. 2
Section 2.08 Ballots..................................................... 2
Section 2.09 Bank One.................................................... 2
Section 2.10 Bankruptcy Code............................................. 2
Section 2.11 Bankruptcy Court............................................ 2
Section 2.12 Bankruptcy Rules............................................ 2
Section 2.13 Bar Date.................................................... 2
Section 2.14 Bondholder Committee........................................ 2
Section 2.15 Bondholder DIP Facility..................................... 2
Section 2.16 Bondholder DIP Secured Claims .............................. 2
Section 2.17 Bondholder Lenders.......................................... 3
Section 2.18 Business Day................................................ 3
Section 2.19 Cash........................................................ 3
Section 2.20 Causes of Action............................................ 3
Section 2.21 Chapter 11 Case............................................. 3
Section 2.22 Claim....................................................... 3
Section 2.23 Class....................................................... 3
Section 2.24 CNA......................................................... 3
Section 2.25 Collateral ................................................. 3
Section 2.26 Confirmation................................................ 3
Section 2.27 Confirmation Date........................................... 3
Section 2.28 Confirmation Hearing........................................ 4
Section 2.29 Confirmation Order.......................................... 4
Section 2.30 Convenience Claim........................................... 4
Section 2.31 Creditor.................................................... 4
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Section 2.32 Creditors' Committee........................................ 4
Section 2.33 Cure Amount Schedule........................................ 4
Section 2.34 Debtor...................................................... 4
Section 2.35 Debtor-in-Possession........................................ 4
Section 2.36 Deficiency Claim............................................ 4
Section 2.37 DGCL........................................................ 4
Section 2.38 Disallowed.................................................. 4
Section 2.39 Disbursing Agent............................................ 4
Section 2.40 Disclosure Statement........................................ 4
Section 2.41 Disputed Claim.............................................. 5
Section 2.42 Disputed Interest........................................... 5
Section 2.43 Distribution Record Date.................................... 5
Section 2.44 Distributions............................................... 5
Section 2.45 Effective Date.............................................. 5
Section 2.46 Election.................................................... 5
Section 2.47 Entity...................................................... 5
Section 2.48 Estate...................................................... 5
Section 2.49 Exchange Act................................................ 5
Section 2.50 Excluded M&M Lien Claimants................................. 5
Section 2.51 Executive Committee......................................... 6
Section 2.52 Extended Bondholder DIP Facility............................ 6
Section 2.53 Face Amount................................................. 6
Section 2.54 File, Filed or Filing....................................... 6
Section 2.55 Final Order................................................. 6
Section 2.56 Firstar..................................................... 6
Section 2.57 Fleet....................................................... 7
Section 2.58 Fleet Letter of Credit...................................... 7
Section 2.59 Fleet Letter of Credit Documents............................ 7
Section 2.60 Fleet Secured Claim......................................... 7
Section 2.61 Galveston Bay Pipeline ..................................... 7
Section 2.62 Galveston Bay Processing.................................... 7
Section 2.63 General Unsecured Claim..................................... 7
Section 2.64 GMAC ....................................................... 7
Section 2.65 GMAC DIP Facility........................................... 7
Section 2.66 GMAC DIP Order.............................................. 7
Section 2.67 GMAC Post Confirmation Agreement............................ 7
Section 2.68 GMAC Post Confirmation Collateral .......................... 7
Section 2.69 GMAC Secured Claim ......................................... 7
Section 2.70 GMAC Waiver and Injunction.................................. 8
Section 2.71 Governmental Unit........................................... 8
Section 2.72 Impaired.................................................... 8
Section 2.73 Indemnity Claim............................................. 8
Section 2.74 Indentures.................................................. 8
Section 2.75 Indenture Trustee........................................... 8
Section 2.76 Indenture Trustee Claim..................................... 8
Section 2.77 Instructions Document....................................... 8
Section 2.78 Interests................................................... 8
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Section 2.79 Jefferies................................................... 8
Section 2.80 Lien........................................................ 8
Section 2.81 M&M Lien Claimant........................................... 9
Section 2.82 M&M Lien Secured Claim ..................................... 9
Section 2.83 Management Agreement........................................ 9
Section 2.84 Maximum GUC Cash Amount..................................... 9
Section 2.85 Mineral Interest............................................ 9
Section 2.86 Mineral Interest Claimant................................... 9
Section 2.87 Mineral Interest Secured Claim.............................. 9
Section 2.88 Miscellaneous Secured Claims................................ 9
Section 2.89 New Board of Directors...................................... 9
Section 2.90 New Class A Common Stock.................................... 9
Section 2.91 New Class B Common Stock.................................... 10
Section 2.92 New Common Stock............................................ 10
Section 2.93 New Junior Preferred Stock.................................. 10
Section 2.94 New Senior Preferred Stock.................................. 10
Section 2.95 New Secured Notes Security Documents ....................... 10
Section 2.96 New Senior Secured Notes.................................... 10
Section 2.97 New Senior Secured Notes Indenture.......................... 10
Section 2.98 New Senior Secured Notes Indenture Trustee.................. 10
Section 2.99 New Warrant Agent .......................................... 10
Section 2.100 New Warrant Agreement....................................... 10
Section 2.101 New Warrants................................................ 10
Section 2.102 Old Common Stock............................................ 11
Section 2.103 Paying Agent................................................ 11
Section 2.104 Petition Date............................................... 11
Section 2.105 Plan........................................................ 11
Section 2.106 Plan Documents or Plan Related Documents.................... 11
Section 2.107 Plan Rate................................................... 11
Section 2.108 Post Confirmation Credit Facility........................... 11
Section 2.109 Post Confirmation Credit Facility Collateral................ 11
Section 2.110 Post Confirmation Credit Facility Lenders................... 11
Section 2.111 Priority Claim.............................................. 11
Section 2.112 Priority Tax Claim.......................................... 11
Section 2.113 Production Payment Holder................................... 12
Section 2.114 Production Payment Holder Claims............................ 12
Section 2.115 Professionals .............................................. 12
Section 2.116 Quarterly Distribution Date................................. 12
Section 2.117 Ratable Proportion.......................................... 12
Section 2.118 Receivables................................................. 12
Section 2.119 Registration Rights Agreement............................... 12
Section 2.120 Registration Statement...................................... 12
Section 2.121 Rejection Claim............................................. 13
Section 2.122 Reorganization Securities................................... 13
Section 2.123 Reorganized TransTexas or Reorganized Debtor ............... 13
Section 2.124 Reviewer.................................................... 13
Section 2.125 Schedules................................................... 13
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Section 2.126 Secured Claim............................................... 13
Section 2.127 Secured Tax Claim........................................... 13
Section 2.128 SubDebt Cash Amount......................................... 13
Section 2.129 SubDebt Committee........................................... 13
Section 2.130 SubDebt Disbursing Agent.................................... 13
Section 2.131 TARC........................................................ 14
Section 2.132 TEC......................................................... 14
Section 2.133 TEC Bondholders............................................. 14
Section 2.134 TEC Senior Secured Notes.................................... 14
Section 2.135 TEC Senior Secured Notes Indenture.......................... 14
Section 2.136 Texas Comptroller .......................................... 14
Section 2.137 TNG......................................................... 14
Section 2.138 Tort Claim.................................................. 14
Section 2.139 TransTexas.................................................. 14
Section 2.141 TransTexas Senior Secured Note.............................. 14
Section 2.142 TransTexas Senior Secured Note Claims....................... 14
Section 2.143 TransTexas Senior Secured Note Deficiency Claim............. 14
Section 2.144 TransTexas Subordinated Note Claims......................... 15
Section 2.145 TransTexas Subordinated Notes............................... 15
Section 2.146 TransTexas Subordinated Notes Indenture..................... 15
Section 2.147 Unclaimed Property.......................................... 15
Section 2.148 Unimpaired.................................................. 15
Section 2.149 Workers' Compensation Claims................................ 15
Section 2.151 Zurich ..................................................... 15
ARTICLE III
PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX
CLAIMS AND BONDHOLDER DIP CLAIMS
Section 3.01 Treatment of Allowed Administrative Expenses................ 15
Section 3.02 Treatment of Bondholder DIP Secured Claims.................. 16
Section 3.03 Treatment of Allowed Priority Tax Claims.................... 16
ARTICLE IV
CLASSIFICATION OF CLAIMS AND INTERESTS
Section 4.01 Class 1..................................................... 17
Section 4.02 Class 2..................................................... 17
Section 4.03 Class 3..................................................... 17
Section 4.04 Class 4..................................................... 17
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Section 4.05 Class 5............................................................. 17
Section 4.06 Class 6A............................................................ 17
Section 4.07 Class 6B ........................................................... 18
Section 4.08 Class 7............................................................. 18
Section 4.09 Class 8............................................................. 18
Section 4.10 Class 9 ............................................................ 18
Section 4.11 Class 10............................................................ 18
Section 4.12 Class 11............................................................ 18
Section 4.13 Class 12 ........................................................... 18
ARTICLE V
TREATMENT OF CLAIMS AND INTERESTS
Section 5.01 Treatment of Allowed Class 1 Claims (Priority Claims)............... 18
Section 5.02 Treatment of Allowed Class 2 Claims (Secured Tax Claims)............ 19
Section 5.03 Treatment of Allowed Class 3 Claim (TransTexas Senior Secured
Note Claims)........................................................ 19
Section 5.04 Treatment of Allowed Class 4 Claim (GMAC)........................... 21
Section 5.05 Treatment of Allowed Class 5 Claims (Miscellaneous Secured
Claims)............................................................. 22
Section 5.06 Treatment of Allowed Class 6A Claims (Mineral Interest Secured
Claims). ........................................................... 24
Section 5.07 Treatment of Allowed Class 6B Claims (M&M Lien Secured Claims)...... 25
Section 5.08 Treatment of Allowed Class 7 Claims (TransTexas Senior Secured
Note Deficiency Claims)............................................. 25
Section 5.09 Treatment of Allowed Class 8 Claims (General Unsecured Claims)...... 26
Section 5.10 Treatment of Allowed Class 9 Claims (TransTexas Subordinated
Note Claims)........................................................ 26
Section 5.11 Treatment of Allowed Class 10 Claims (Convenience Claims)........... 26
Section 5.12 Treatment of Allowed Class 11 Claims (Production Payment
Holder Claims)...................................................... 26
Section 5.13 Treatment of Allowed Class 12 Interests (Old Common Stock
Interests).......................................................... 27
ARTICLE VI
MEANS FOR IMPLEMENTATION OF THE PLAN
Section 6.01 General Corporate Matters. ......................................... 27
Section 6.02 Post Confirmation Financing......................................... 27
Section 6.03 Effectiveness of Securities, Instruments and Agreements............. 27
Section 6.04 Corporate Action for Reorganized Debtor............................. 27
Section 6.05 Directors of the Reorganized Debtor. .............................. 28
Section 6.06 Management Agreement. .............................................. 28
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Section 6.07 Approval of Agreements. ............................................... 28
Section 6.08 Employee Benefit Plans................................................. 28
Section 6.09 Listing of New Common Stock; Registration of Reorganization
Securities............................................................. 29
Section 6.10 Distributions to Holders of Allowed Claims and Interests; Source
of Cash and Reorganization Securities for Distributions................ 29
Section 6.11 Distribution to Holders of TransTexas Senior Secured Notes............. 29
Section 6.12 Cancellation and Surrender of Existing Securities; Cancellation of
Indentures............................................................. 29
Section 6.13 Release of Liens and Perfection of Liens............................... 30
Section 6.14 Election of Treatment in Class 8....................................... 30
Section 6.15 Liens Securing New Senior Secured Notes; Further Transactions.......... 31
Section 6.16 Payment of Fees........................................................ 31
ARTICLE VII
DISPUTED CLAIMS, DISPUTED INTERESTS, RESERVES
AND MISCELLANEOUS DISTRIBUTION PROVISIONS
Section 7.01 Objections............................................................. 31
Section 7.02 Amendments to Claims; Claims Filed After the Confirmation Date......... 32
Section 7.03 Reserves for Disputed Claims and Disputed Interests.................... 32
Section 7.04 Fluctuation in Value of Securities..................................... 32
Section 7.05 Distributions on Account of Disputed Claims............................ 33
Section 7.06 Quarterly Distributions................................................ 33
Section 7.07 Excess Reserves........................................................ 33
Section 7.08 Undeliverable or Unclaimed Distributions............................... 33
Section 7.09 Allocation of Consideration............................................ 34
Section 7.10 Distributions to the Holders of General Unsecured Claims............... 34
Section 7.11 Transmittal of Distributions and Notices. ............................ 34
Section 7.12 Distribution Record Date............................................... 35
Section 7.13 Method of Cash Distributions........................................... 35
Section 7.14 Distributions on Non-Business Days..................................... 35
Section 7.15 Rounding............................................................... 35
Section 7.16 Withholding Taxes...................................................... 35
Section 7.17 Disputed Distributions................................................. 36
Section 7.18 Retention of Rights to Pursue Causes of Action......................... 36
Section 7.19 Reviewer Proceedings. ................................................. 36
Section 7.20 Instructions Regarding Sale of New Senior Preferred Stock.............. 36
Section 7.21 Payment of Allowed Class 8 Claims...................................... 36
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ARTICLE VIII
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
<TABLE>
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Section 8.01 Assumption Generally.............................................. 37
Section 8.02 Approval of Assumptions........................................... 37
Section 8.03 Objections to Assumption of Executory Contracts and Unexpired
Leases............................................................ 37
Section 8.04 Objections to Proposed "Cure" Amounts............................. 38
Section 8.05 Payment Related to Assumption of Executory Contracts and
Unexpired Leases. ............................................... 38
Section 8.06 Executory Contracts and Unexpired Leases to be Rejected........... 39
Section 8.07 Bar Date for Rejection Damages.................................... 39
Section 8.08 Contracts Entered Into on or After the Petition Date.............. 39
ARTICLE IX
DISCHARGE, RELEASES AND INDEMNIFICATION
Section 9.01 Discharge of All Claims and Interests and Releases................ 40
Section 9.02 Indemnification................................................... 41
Section 9.03 Conclusion of Chapter 11 Case and Dissolution of Creditors'
Committee and SubDebt Committee................................... 42
ARTICLE X
CONDITIONS TO OCCURRENCE OF THE EFFECTIVE DATE
Section 10.01 Conditions to Occurrence of the Effective Date.................... 42
Section 10.02 Waiver of Conditions to Occurrence of the Effective Date.......... 43
ARTICLE XI
EFFECTS OF PLAN CONFIRMATION
Section 11.01 Binding Effect.................................................... 43
Section 11.02 Reorganized Debtor................................................ 43
Section 11.03 Revesting and Vesting............................................. 43
Section 11.04 Injunction. ..................................................... 44
ARTICLE XII
ADMINISTRATIVE PROVISIONS
Section 12.01 Retention of Jurisdiction......................................... 44
Section 12.02 Jurisdiction Over the Reorganized Debtor.......................... 46
Section 12.03 Cram Down......................................................... 46
Section 12.04 Modification of the Plan. ........................................ 46
Section 12.05 Exemption from Certain Transfer Taxes............................. 47
Section 12.06 Setoffs........................................................... 47
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Section 12.07 Compromise of Controversies........................................... 47
Section 12.08 Withdrawal or Revocation of the Plan. ............................... 48
Section 12.09 Successors and Assigns................................................ 48
Section 12.10 Governing Law. ...................................................... 48
Section 12.11 Notices............................................................... 48
Section 12.12 Severability.......................................................... 49
Section 12.13 Interpretation, Rules of Construction, Computation of Time, and
Choice of Law......................................................... 49
Section 12.14 No Admissions......................................................... 50
Section 12.15 Limitation of Liability............................................... 50
ANNEX A PRINCIPAL TERMS OF THE MANAGEMENT AGREEMENT................................. 52
ANNEX B PRINCIPAL TERMS OF NEW JUNIOR PREFERRED STOCK............................... 53
ANNEX C PRINCIPAL TERMS OF NEW SENIOR PREFERRED STOCK............................... 55
ANNEX D PRINCIPAL TERMS OF NEW SENIOR SECURED NOTES................................. 57
ANNEX E PRINCIPAL TERMS OF NEW WARRANTS............................................. 59
</TABLE>
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ARTICLE I
INTRODUCTION
Section 1.01 Introduction. This Plan is proposed by TransTexas Gas
Corporation. Reference is made to the Disclosure Statement accompanying the Plan
for a discussion of TransTexas Gas Corporation's history, results of operations,
historical financial information and properties, and for a summary and analysis
of this Plan. All holders of Claims against and Interests in TransTexas Gas
Corporation are encouraged to read this Plan and the Disclosure Statement in
their entirety before voting to accept or reject the Plan.
ARTICLE II
DEFINITIONS
The following terms used herein shall have the respective meanings
defined below:
Section 2.01 Administrative Expense means (a) any cost or expense of
administration of the Chapter 11 Case (including, without limitation, the fees
and expenses of Professionals) asserted or arising under Sections 503(b), or
507(b) of the Bankruptcy Code, (b) a Claim determined to be an Administrative
Expense pursuant to a Final Order, and (c) any fees or charges assessed against
the Estate under Section 1930, title 28, United States Code.
Section 2.02 Affiliate of the Debtor means John R. Stanley, or any
corporation, limited liability company or other business entity directly or
indirectly controlled by John R. Stanley other than Southeast Marine.
Section 2.03 Allowed means with respect to Claims and Interests, (a)
any Claim against, or Interest in, the Debtor, proof of which is timely Filed or
by order of the Bankruptcy Court is not or will not be required to be Filed, (b)
any Claim or Interest that has been or is hereafter listed in the Schedules as
neither disputed, contingent or unliquidated, and for which no timely Filed
proof of Claim has been Filed, (c) any Interest registered in the stock register
maintained by or on behalf of the Debtor as of the Distribution Record Date or
(d) any Claim allowed pursuant to this Plan and, in each such case in (a), (b)
and (c) above, as to which either (i) no objection to the allowance thereof has
been Filed within the applicable period of time fixed by this Plan, the
Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court or (ii) such an
objection is so Filed and the Claim and Interest shall have been allowed
pursuant to a Final Order (but only to the extent so allowed).
Section 2.04 Allowed Claim or Allowed Interest means an Allowed Claim
or an Allowed Interest in a specified class. For example, an Allowed General
Unsecured Claim is an Allowed Claim in the General Unsecured Claims Class and an
Allowed Old Common Stock Interest is an Allowed Interest in the Old Common Stock
Interest Class.
Section 2.05 Amended Bylaws means the amended and restated bylaws of
TransTexas to become effective on the Effective Date.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 1
<PAGE> 11
Section 2.06 Amended Certificate of Incorporation means the amended and
restated certificate of incorporation of TransTexas to become effective on the
Effective Date, substantially in the form as Filed on or prior to the
Confirmation Date.
Section 2.07 Ballot Deadline means the date set by the Bankruptcy Court
as the last date on which Ballots/Elections may be submitted.
Section 2.08 Ballots means the ballot forms that accompany the Plan and
the Disclosure Statement upon which holders of Impaired Claims entitled to vote
on the Plan hereunder shall indicate their acceptance or rejection of the Plan.
Section 2.09 Bank One means Bank One, N.A., as Indenture Trustee under
the TransTexas Subordinated Notes Indenture.
Section 2.10 Bankruptcy Code means Title 11, United States Code, as
amended from time to time, as applicable to the Chapter 11 Case.
Section 2.11 Bankruptcy Court means the United States Bankruptcy Court
for the Southern District of Texas, Corpus Christi Division, having jurisdiction
over the Chapter 11 Case or such other court of competent jurisdiction as may
obtain such jurisdiction in the future.
Section 2.12 Bankruptcy Rules means the Federal Rules of Bankruptcy
Procedure as promulgated by the United States Supreme Court under Section 2075,
title 28, United States Code, as amended from time to time, applicable to the
Chapter 11 Case, and any local rules of the Bankruptcy Court.
Section 2.13 Bar Date means as to Creditors other than Governmental
Units, September 27, 1999, as the final date for Filing proofs of Claim or
proofs of Interest herein; and as to Governmental Units, October 18, 1999, as
the final date for Filing proofs of Claim or proofs of Interest herein.
Section 2.14 Bondholder Committee means an unofficial committee
composed of the following TEC Bondholders: Credit Suisse First Boston
Corporation, Oaktree Capital Management, L.L.C., Angelo Gordon & Co., L.P. and
Merrill Lynch Asset Management, L.P.; provided, however, each of the foregoing
Entities shall cease to be a member of such committee from any date on which it
ceases to hold or manage at least $50,000,000 in principal amount of the TEC
Senior Secured Notes.
Section 2.15 Bondholder DIP Facility means the Debtor-In-Possession
loans and other financial accommodations provided pursuant to the Credit
Agreement among the Debtor, as borrower, and TEC and TARC, as guarantors, and
the Bondholder Lenders dated as of April 27, 1999, as amended or otherwise
modified, and all ancillary agreements and instruments thereto.
Section 2.16 Bondholder DIP Secured Claims means the Secured Claims of
the Bondholder Lenders arising under the Bondholder DIP Facility.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 2
<PAGE> 12
Section 2.17 Bondholder Lenders means Credit Suisse First Boston
Corporation, Angelo Gordon & Co., L.P., and Oaktree Capital Management, L.L.C.,
as general partner and/or investment manager of funds and accounts it manages,
and their respective successors, participants and assigns.
Section 2.18 Business Day means any day other than a Saturday, Sunday
or legal holiday.
Section 2.19 Cash means currency, a certified check, a cashier's check
or a wire transfer of immediately available funds from any source or a check
drawn on a domestic bank.
Section 2.20 Causes of Action means any and all actions, causes of
action, suits, accounts, controversies, agreements, promises, rights to legal
remedies, rights to equitable remedies, rights to payment, and Claims, whether
known or unknown, reduced to judgment, not reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
secured, unsecured and whether asserted or assertable directly or indirectly or
derivatively, in law, equity or otherwise.
Section 2.21 Chapter 11 Case means the Debtor's voluntary case pending
in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code as case number
99-21550.
Section 2.22 Claim means any right to (a) payment from the Debtor,
whether or not such right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured, known or unknown, or (b) an equitable remedy for breach
of performance if such breach gives rise to a right of payment from the Debtor,
whether or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, disputed, undisputed, secured, or unsecured,
known or unknown.
Section 2.23 Class means any group of substantially similar Claims or
Interests classified by the Plan pursuant to Section 1129(a)(1) of the
Bankruptcy Code.
Section 2.24 CNA means, individually or collectively, CNA Insurance
Company, Transportation Insurance Company and Transcontinental Technical
Services, Inc.
Section 2.25 Collateral means any property or interest in property of
the Estate subject to a Lien to secure the payment or performance of a Claim,
which Lien is not subject to avoidance under the Bankruptcy Code.
Section 2.26 Confirmation means the entry of the Confirmation Order on
the docket maintained by the Clerk of the Bankruptcy Court with respect to the
Chapter 11 case.
Section 2.27 Confirmation Date means the date on which the Confirmation
Order is entered on the docket maintained by the Clerk of the Bankruptcy Court
with respect to the Chapter 11 Case.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 3
<PAGE> 13
Section 2.28 Confirmation Hearing means the hearing held by the
Bankruptcy Court regarding confirmation of the Plan pursuant to Section 1129 of
the Bankruptcy Code, as such hearing may be adjourned or continued from time to
time.
Section 2.29 Confirmation Order means the order of the Bankruptcy Court
confirming the Plan pursuant to Section 1129 of the Bankruptcy Code.
Section 2.30 Convenience Claim means any Claim, which would otherwise
be a General Unsecured Claim that (a) is Allowed in an amount of $500 or less,
or (b) is Allowed in an amount greater than $500, but which is reduced pursuant
to Section 6.14 of the Plan to an amount of $500 or less.
Section 2.31 Creditor means any Entity that is the holder of a Claim
that arose on or before the Petition Date or a Claim of the kind specified in
Sections 502(g), 502(h) or 502(i) of the Bankruptcy Code.
Section 2.32 Creditors' Committee means the Official Committee of
Unsecured Creditors in the Chapter 11 cases of the Debtor, TEC and TARC, as
appointed by the Office of the United States Trustee and reconstituted from time
to time, which members are identified in the Disclosure Statement.
Section 2.33 Cure Amount Schedule means the schedule setting forth the
proposed amounts to cure all executory contracts to be assumed under Article
VIII of the Plan.
Section 2.34 Debtor means TransTexas Gas Corporation, a Delaware
corporation, the debtor in the Chapter 11 Case.
Section 2.35 Debtor-in-Possession means the Debtor in its capacity as a
debtor in possession in the Chapter 11 Case under Sections 1101, 1107 and 1108
of the Bankruptcy Code.
Section 2.36 Deficiency Claim means with respect to a Claim that is
partially secured, the amount by which the Allowed amount of such Claim exceeds
the value of the Collateral which secures such Claim.
Section 2.37 DGCL means the General Corporation Law of the State of
Delaware, as amended from time to time.
Section 2.38 Disallowed means, when used with respect to a Claim or an
Interest, a Claim or an Interest that has been disallowed pursuant to a Final
Order.
Section 2.39 Disbursing Agent means the Entity or Entities designated
in the Confirmation Order to disburse property pursuant to the Plan and may
include the Reorganized Debtor when acting in that capacity.
Section 2.40 Disclosure Statement means the Disclosure Statement
relating to the Plan, including, without limitation, all exhibits and schedules
thereto as approved by the Bankruptcy
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 4
<PAGE> 14
Court pursuant to Section 1125 of the Bankruptcy Code, as such Disclosure
Statement may be amended, modified, or supplemented.
Section 2.41 Disputed Claim means the portion (including, when
appropriate, the whole) of a Claim that is not an Allowed Claim as to which: (a)
a proof of Claim has been Filed, or deemed Filed under applicable law or order
of the Bankruptcy Court; (b) an objection has been or may be timely Filed; and
(c) such objection has not been: (i) withdrawn, (ii) overruled or denied in
whole or in part pursuant to a Final Order, or (iii) granted in whole or part
pursuant to a Final Order. Before the time that an objection has been or may be
Filed, a Claim shall be considered a Disputed Claim (A) if the amount or
classification of the Claim specified in the proof of Claim exceeds the amount
or classification of any corresponding Claim scheduled by the Debtor in its
Schedules, to the extent of such excess; (B) in its entirety, if any
corresponding Claim scheduled by the Debtor has been scheduled as disputed,
contingent or unliquidated in its Schedules; or (C) in its entirety, if no
corresponding Claim has been scheduled by the Debtor in its Schedules.
Section 2.42 Disputed Interest means an Interest, or portion thereof,
that has not become an Allowed Interest.
Section 2.43 Distribution Record Date means 5:00 p.m. on the Business
Day immediately preceding the Confirmation Date or other such time and date
designated in the Confirmation Order.
Section 2.44 Distributions means the distributions to be made pursuant
to the Plan.
Section 2.45 Effective Date means a Business Day selected by the
Debtor, with the prior consent of the Bondholder Committee and the Post
Confirmation Facility Lenders, that is the later of (a) a day that is not less
than eleven (11) days after the Confirmation Date and (b) the first Business Day
on which all conditions to the occurrence of the Effective Date have been
satisfied or duly waived.
Section 2.46 Election shall have the meaning ascribed to it in Section
5.06.
Section 2.47 Entity means any individual, corporation, limited or
general partnership, joint venture, association, joint stock company, limited
liability company, estate, entity, trust, trustee, United States Trustee,
unincorporated organization, government, governmental unit (as defined in the
Bankruptcy Code), agency or political subdivision thereof.
Section 2.48 Estate means the estate of TransTexas created by Section
541 of the Bankruptcy Code upon the commencement of the Chapter 11 Case.
Section 2.49 Exchange Act means the Securities Exchange Act of 1934, as
amended.
Section 2.50 Excluded M&M Lien Claimants means Mallard Bay Drilling,
L.L.C.; TransCoastal Marine Services, Inc.; Del-Tech Services, Inc.; Coastline
Resources, Inc.; Knight Oil
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 5
<PAGE> 15
Tools, Inc.; Baker-Hughes Oilfield Operations, Inc.; Western Atlas
International, Inc.; KIVA Construction and Engineering, Inc.; Sub Surface Tools,
Inc.; and Cardinal Services, Inc.
Section 2.51 Executive Committee means three members of the Creditors'
Committee to be designated by the Creditors' Committee on or before the
Confirmation Hearing.
Section 2.52 Extended Bondholder DIP Facility means (i) the extension
of the maturity date of the Bondholder DIP Facility with respect to two-thirds
of the principal amount owing thereunder on the Effective Date and all interest,
fees and other charges accruing thereon and associated therewith to the maturity
date of the Post Confirmation Credit Facility and (ii) securing the amounts due
thereunder pari passu with all amounts owing under the Post Confirmation Credit
Facility.
Section 2.53 Face Amount means: (a) with respect to a particular Claim
(i) if the Claim is listed in the Schedules and the holder of such Claim has not
Filed a proof of Claim within the applicable period of limitation fixed by the
Bankruptcy Court pursuant to the Bankruptcy Code, the Bankruptcy Rules or other
applicable law, the amount of such Claim that is listed in the Schedules as not
disputed, contingent or unliquidated; or (ii) if the holder of such Claim has
Filed a proof of Claim with the Bankruptcy Court within the applicable period of
limitation fixed by the Bankruptcy Court pursuant to the Bankruptcy Code, the
Bankruptcy Rules or other applicable law, the liquidated amount stated in such
proof of Claim, or such amount as is determined by the Final Order of the
Bankruptcy Court; (b) in the case of an Administrative Expense, the liquidated
amount set forth in any application Filed with respect thereto, or the amount
set forth in the Debtor's books and records or such amount as is determined
pursuant to a Final Order; or (c) in all other cases, zero or such amount as
shall be fixed or estimated pursuant to a Final Order.
Section 2.54 File, Filed or Filing means file, filed or filing with the
Bankruptcy Court in the Chapter 11 Case.
Section 2.55 Final Order means an order or judgment of the Bankruptcy
Court entered by the Clerk of the Bankruptcy Court on the docket in the Chapter
11 Case, which has not been reversed, vacated or stayed and as to which (a) the
time to appeal, petition for certiorari or move for a new trial, reargument or
rehearing has expired and as to which no appeal, petition for certiorari or
other proceedings for a new trial, reargument or rehearing shall then be pending
or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing
thereof has been sought, such order or judgment of the Bankruptcy Court shall
have been affirmed by the highest court to which such order was appealed, or
certiorari shall have been denied or a new trial, reargument or rehearing shall
have been denied or resulted in no modification of such order, and the time to
take any further appeal, petition for certiorari or move for a new trial,
reargument or rehearing shall have expired; provided, however, that the
possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure,
or any analogous rule under the Bankruptcy Rules, may be Filed relating to such
order, shall not cause such order not to be a Final Order.
Section 2.56 Firstar means Firstar Bank, N.A., formerly known as
Firstar Bank of Minnesota, N.A., as Indenture Trustee.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 6
<PAGE> 16
Section 2.57 Fleet means Fleet National Bank.
Section 2.58 Fleet Letter of Credit means the Irrevocable Standby
Letter of Credit issued by Fleet on or about July 6, 1998, Letter of Credit No.
MS1099355, in the amount of $402,640.00 for the benefit of CNA Insurance
Company, and any modifications or extensions thereto.
Section 2.59 Fleet Letter of Credit Documents means the Fleet Letter of
Credit, the Assignment of Certificate of Deposit (Certificate Number B517222),
and all other documents evidencing or securing the Debtor's obligation to Fleet
with respect to the Fleet Letter of Credit.
Section 2.60 Fleet Secured Claim means the Claim of Fleet arising out
of the Fleet Letter of Credit and which is secured by a Certificate of Deposit
issued by Fleet in the original amount of $422,772.00, Certificate Number
B517222.
Section 2.61 Galveston Bay Pipeline means Galveston Bay Pipeline
Company, a subsidiary of TransTexas.
Section 2.62 Galveston Bay Processing means Galveston Bay Processing
Corporation, a subsidiary of TransTexas.
Section 2.63 General Unsecured Claim means any Claim that is not an
Administrative Expense, a Priority Tax Claim, a Priority Claim, a Secured Claim,
a Convenience Claim or a Production Payment Claim.
Section 2.64 GMAC means GMAC Commercial Credit LLC, formerly known as
BNY Factoring, LLC, successor by merger to BNY Financial Corporation.
Section 2.65 GMAC DIP Facility means the Debtor-In-Possession loans,
advances and other financial accommodations by GMAC to the Debtor pursuant to
the GMAC DIP Order and all agreements, documents and instruments ancillary
thereto and/or approved thereby.
Section 2.66 GMAC DIP Order means the Bankruptcy Court's "Final Order
Authorizing Debtor To Enter Into Accounts Receivable Management And Security
Agreement And Authorizing Post Petition Financing Over Administrative Expenses
And Secured By Liens On Property Of The Estate Pursuant To Sections 363 and 364
Of The Bankruptcy Code."
Section 2.67 GMAC Post Confirmation Agreement shall have the meaning
ascribed to such term pursuant to Section 5.04 of this Plan.
Section 2.68 GMAC Post Confirmation Collateral shall have the meaning
ascribed to such term pursuant to Section 5.04 of this Plan.
Section 2.69 GMAC Secured Claim means the Secured Claim of GMAC,
whether arising prior or subsequent to the Petition Date, including without
limitation (a) those fees referred to in paragraph "18(c)" of the Second Amended
and Restated Accounts Receivable Management
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 7
<PAGE> 17
and Security Agreement by and between GMAC and the Debtor made as of October 14,
1997, and (b) the claims of GMAC under the GMAC DIP Facility and/or the GMAC DIP
Order.
Section 2.70 GMAC Waiver and Injunction shall have the meaning ascribed
to such term pursuant to Section 5.04 of this Plan.
Section 2.71 Governmental Unit means a governmental unit as such term
is defined in Section 101(27) of the Bankruptcy Code.
Section 2.72 Impaired means with respect to any Claim or Interest,
impaired within the meaning of Section 1124 of the Bankruptcy Code.
Section 2.73 Indemnity Claim means a Claim of a director or officer of
the Debtor that is not assumed by the Debtor pursuant to Article VIII of the
Plan for any obligations of the Debtor to indemnify directors or officers
against any obligations pursuant to the Debtor's certificate of incorporation,
bylaws, contract, applicable state law, any combination of the foregoing, or
otherwise.
Section 2.74 Indentures means, collectively, the TransTexas Senior
Secured Loan Agreement, the TEC Senior Secured Notes Indenture and the
TransTexas Subordinated Notes Indenture.
Section 2.75 Indenture Trustee means any entity identified as the
trustee, paying agent or other similar fiduciary under a bond, note or other
debt instrument (including, but not limited to, the TEC Senior Secured Notes and
the TransTexas Subordinated Notes), whether or not the agreement evidencing the
debt or delineating its terms is denominated as an indenture.
Section 2.76 Indenture Trustee Claim means the fees and expenses of
Bank One or Firstar, as Indenture Trustee under their respective Indentures, or
any other successor Indenture Trustee, incurred in their capacity as such,
including the fees and expenses of their counsel.
Section 2.77 Instructions Document means a document governing the sale
of the New Senior Preferred Stock distributed to the Disbursing Agent pursuant
to Sections 6.10 and 7.20.
Section 2.78 Interests means, as of the Petition Date, the equity
Interests in the Debtor, including, without limitation, shares of common stock
and shares of preferred stock of the Debtor and any rights, options, warrants,
calls, subscriptions or other similar rights or agreements, commitments or
outstanding securities obligating the Debtor to issue, transfer or sell any
shares of capital stock of the Debtor.
Section 2.79 Jefferies means Jefferies Analytical Trading Group, Inc.
Section 2.80 Lien means any security interest, charge against,
encumbrance upon or other interest in property, the purpose of which is to
secure payment of a debt or performance of an obligation.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 8
<PAGE> 18
Section 2.81 M&M Lien Claimant means any Entity that has a valid
mineral contractor or mineral subcontractor Claim pursuant to Chapter 56 of the
Texas Property Code or similar statute of a state other than Texas or any Entity
with rights which constitute a perfected lien under the Texas Constitution,
Article 16, Section 37, to the extent enforceable in a case under Title 11 of
the United States Code.
Section 2.82 M&M Lien Secured Claim means a Claim held by a M&M Lien
Claimant which has been determined by the Reviewer or, as applicable, a Final
Order of the Bankruptcy Court as to such Claim and any Claim held by an Excluded
M&M Lien Claimant to be a Secured Claim and senior in priority as of the
Petition Date under the applicable state law to the Secured Claim of TEC and/or
Firstar with respect to the Collateral securing such Claim.
Section 2.83 Management Agreement means the new employment agreement
between John R. Stanley and the Reorganized Debtor dated as of the Effective
Date. The principal terms of the Management Agreement are set forth on Annex A
to the Plan.
Section 2.84 Maximum GUC Cash Amount means $20 million.
Section 2.85 Mineral Interest means any estate or interest in oil, gas
and/or minerals, leases, in which the Debtor claims (either in severalty or in
common with other Mineral Interest owners) rights to a share of oil and gas
production as defined in Section 9.319(q) of the Texas Business and Commerce
Code.
Section 2.86 Mineral Interest Claimant means any Entity, other than the
Debtor and a M&M Lien Claimant that owns an interest in a Mineral Interest,
including without limitation, the owners of royalty interests, overriding
royalty interests, working interests, and mineral interests, whether such
interest are perpetual or terminable (excluding any person or entity that claims
an interest pursuant to a production payment).
Section 2.87 Mineral Interest Secured Claim means a Claim held by a
Mineral Interest Claimant which has been determined to be a Secured Claim by the
Bankruptcy Court pursuant to a Final Order.
Section 2.88 Miscellaneous Secured Claims means a Secured Claim other
than Secured Tax Claims, Bondholder DIP Secured Claims, TransTexas Senior
Secured Note Claims, GMAC Secured Claims, Mineral Interest Secured Claims and
M&M Lien Secured Claims.
Section 2.89 New Board of Directors means the board of directors of
Reorganized TransTexas, as of the Effective Date.
Section 2.90 New Class A Common Stock means, collectively, the 100
million shares of authorized new Class A Common Stock of Reorganized TransTexas,
par value $.01 per share, of which 1,002,500 shares are to be issued on the
Effective Date pursuant to the Plan.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 9
<PAGE> 19
Section 2.91 New Class B Common Stock means, collectively, the 247,500
shares of authorized New Class B Common Stock of Reorganized TransTexas, par
value $0.01 per share, all of which shares are to be issued on the Effective
Date pursuant to the TransTexas Plan.
Section 2.92 New Common Stock means, collectively, the New Class A
Common Stock and the New Class B Common Stock.
Section 2.93 New Junior Preferred Stock means the Junior Preferred
Stock to be authorized and issued on the Effective Date by Reorganized
TransTexas pursuant to the Plan. The principal economic terms of the New Junior
Preferred Stock are set forth on Annex B to the Plan.
Section 2.94 New Senior Preferred Stock means the 10% Senior Preferred
Stock to be authorized and issued on the Effective Date by Reorganized
TransTexas pursuant to the Plan. The principal economic terms of the New Senior
Preferred Stock are set forth on Annex C to the Plan.
Section 2.95 New Secured Notes Security Documents means the security
and pledge agreement and mortgages pursuant to which certain Collateral shall be
pledged to secure Reorganized TransTexas' obligations under the New Senior
Secured Notes, substantially in the form as Filed on or prior to the Effective
Date.
Section 2.96 New Senior Secured Notes means the Senior Secured Notes to
be issued by Reorganized TransTexas pursuant to the Plan under the New Senior
Secured Notes Indenture. The principal economic terms of the New Senior Secured
Notes are set forth on Annex D hereto.
Section 2.97 New Senior Secured Notes Indenture means the Indenture
between Reorganized TransTexas, as issuer, and the New Senior Secured Notes
Indenture Trustee, as indenture trustee, which indenture relates to the New
Senior Secured Notes, substantially in the form as Filed on or prior to the
Confirmation Date.
Section 2.98 New Senior Secured Notes Indenture Trustee shall be as
designated at the Confirmation Hearing and have the meaning set forth in the
Confirmation Order.
Section 2.99 New Warrant Agent shall be as designated by the Debtor,
with the consent of the Bondholder Committee, at the Confirmation Hearing and
shall have the meaning set forth in the Confirmation Order.
Section 2.100 New Warrant Agreement means the Warrant Agreement between
Reorganized TransTexas, as issuer, and the New Warrant Agent, as agent, which
agreement relates to the New Warrants, substantially in the form as Filed on or
prior to the Confirmation Date.
Section 2.101 New Warrants means the freely transferable rights issued
pursuant to the New Warrant Agreement to purchase shares of the New Common
Stock. The principal economic terms of the New Warrants are set forth on Annex E
hereto.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 10
<PAGE> 20
Section 2.102 Old Common Stock means all authorized, issued and
outstanding shares of the common stock of TransTexas, $.01 par value, as of the
Petition Date.
Section 2.103 Paying Agent means the Disbursing Agent, any Indenture
Trustee, or any other entity contractually authorized and/or obligated to make
Distributions to certain holders of Claims and Interests and similar
intermediaries an agents participating in making or conveying Distributions as
required by the Plan.
Section 2.104 Petition Date means April 19, 1999, the date on which the
Debtor commenced the Chapter 11 Case.
Section 2.105 Plan means this Second Amended, Modified and Restated
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code proposed by the
Debtor, dated as of January 25, 2000, including, without limitation, the
annexes, exhibits and schedules hereto, as the same may be amended or modified
from time to time in accordance with the Confirmation Order, the provisions of
the Bankruptcy Code and the terms hereof.
Section 2.106 Plan Documents or Plan Related Documents mean the
agreements, documents and instruments entered into on or as of the Effective
Date as contemplated by, and in furtherance of, the Plan.
Section 2.107 Plan Rate means the "underpayment rate" (as defined in
Section 6612(a)(2) of the Internal Revenue Code of 1986, as amended) on the
Business Day immediately preceding the Confirmation Date, which rate is the rate
of interest charged by the Internal Revenue Service on delinquent federal income
taxes.
Section 2.108 Post Confirmation Credit Facility means the $52,500,000
credit facility between the Reorganized Debtor and the Post Confirmation Credit
Facility Lenders, and all ancillary agreements and instruments thereto, in the
form as Filed on or prior to the Effective Date.
Section 2.109 Post Confirmation Credit Facility Collateral means all
the Collateral securing the Post Confirmation Credit Facility.
Section 2.110 Post Confirmation Credit Facility Lenders means those
certain lenders, including GMAC and the Bondholder Lenders (together with their
successors or assigns), as parties to the Post Confirmation Credit Facility, by
original execution or assignment thereof.
Section 2.111 Priority Claim means any Claim other than an
Administrative Expense Claim or a Priority Tax Claim, entitled to priority in
payment under Section 507(a) of the Bankruptcy Code.
Section 2.112 Priority Tax Claim means any Claim of a Governmental Unit
of the kind entitled to priority in payment as specified in Sections 502(i) and
507(a)(8) of the Bankruptcy Code.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 11
<PAGE> 21
Section 2.113 Production Payment Holder means the holder of the
Production Payment Holder Claims as defined in Section 2.114 of this Plan.
Section 2.114 Production Payment Holder Claims means Claims of TCW
Portfolio No. 1555 DRV Sub-Custody Partnership, L.P., TCW DR VI Investment
Partnership, L.P. and TCW Asset Management Company, as agent, which relate to
the Production Payment Conveyance and the Purchase Agreement dated February 23,
1998, as from time to time amended or supplemented, and the associated
hydrocarbon purchase agreements; and Claims of TCW DR VI Investment Partnership,
L.P. and TCW Asset Management Company, as agent, which relate to the Production
Payment Conveyance and the Purchase Agreement, dated September 30, 1998, as from
time to time amended or supplemented, and the associated hydrocarbon purchase
agreements.
Section 2.115 Professionals means those Entities: (a) employed pursuant
to an order of the Bankruptcy Court in accordance with Sections 327 or 1103 of
the Bankruptcy Code providing for compensation for services rendered prior to
the Effective Date pursuant to Sections 327, 328, 329, 330 and 331 of the
Bankruptcy Code, or (b) seeking compensation and reimbursement pursuant to
Sections 503(b)(2) or (4) of the Bankruptcy Code.
Section 2.116 Quarterly Distribution Date means the first Business Day
of each quarterly period (i.e., March 31, June 30, September 30, and December
31) following the Effective Date, or as soon thereafter as practicable.
Section 2.117 Ratable Proportion means, with reference to any
Distribution on account of any Claim or Interest in any Class or subclass, a
Distribution equal in amount to the ratio (expressed as a percentage) that the
amount of such Claim or number of shares evidencing such Interests, as
applicable, bears to the aggregate amount of Claims or aggregate number of
outstanding shares evidencing such Interests in the same Class or subclass, as
applicable.
Section 2.118 Receivables means all of the Debtor's and Reorganized
Debtor's accounts, contract rights, instruments (including those evidencing
indebtedness owed by affiliates of the Debtor and Reorganized Debtor),
documents, chattel paper, general intangibles relating to accounts, drafts and
acceptances, and all other forms of obligations owing to the Debtor and
Reorganized Debtor arising out of or in connection with the sale or lease of
inventory or the rendition of services, all guarantees and other security
therefor, including all proceeds of the foregoing, whether secured or unsecured,
now existing or hereafter created, and whether or not specifically sold or
assigned to GMAC, and including specifically, Receivables as defined in the GMAC
Post Confirmation Agreement.
Section 2.119 Registration Rights Agreement means the registration
rights agreement relating to the Reorganization Securities, in substantially the
form as Filed on or prior to the Confirmation Date.
Section 2.120 Registration Statement means a registration statement
pursuant to Section 12 of the Exchange Act.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 12
<PAGE> 22
Section 2.121 Rejection Claim means any Claim arising from the
rejection of any executory contract or unexpired lease, including any Claim of
(a) a lessor for damages resulting from the rejection of a lease of real
property as any such Claim shall be calculated in accordance with Section
502(b)(6) of the Bankruptcy Code or (b) an employee for damages resulting from
the rejection of an employment agreement as any such Claim shall be calculated
in accordance with Section 502(b)(7) of the Bankruptcy Code. A Rejection Claim
shall constitute a General Unsecured Claim.
Section 2.122 Reorganization Securities means the New Senior Secured
Notes, the New Senior Preferred Stock, the New Junior Preferred Stock, the New
Common Stock and the New Warrants.
Section 2.123 Reorganized TransTexas or Reorganized Debtor means the
Debtor from and after the Effective Date.
Section 2.124 Reviewer means the person appointed by the Bankruptcy
Court pursuant to the procedures set forth in the Motion of TransTexas for Order
Establishing Procedures For Determination of Amount And Priority of Mechanic's
Lien Claims filed on September 17, 1999, to review M&M Lien Claims and prepare a
written report of his proposed factual findings and recommendations for
disposition of the M&M Lien Claims.
Section 2.125 Schedules means the schedules of assets and liabilities
and the statement of financial affairs Filed by the Debtor under Section 521 of
the Bankruptcy Code, Bankruptcy Rule 1007 on June 14, 1999, as amended from time
to time.
Section 2.126 Secured Claim means a Claim secured by a Lien on
Collateral to the extent of the value of such Collateral (a) as set forth in the
Plan, (b) as agreed to by the holder of such Claim and the Debtor or (c) as
determined pursuant to a Final Order in accordance with Section 506(a) of the
Bankruptcy Code or, in the event that such Claim is subject to setoff under
Section 553 of the Bankruptcy Code, to the extent of such setoff.
Section 2.127 Secured Tax Claim means a Secured Claim of a Governmental
Unit for property taxes assessed or for property taxes if and to the extent that
the Lien securing such Claim attached under applicable law before the
commencement of the Case.
Section 2.128 SubDebt Cash Amount means the Cash Distributed pursuant
to Section 5.03(b)(i)(A).
Section 2.129 SubDebt Committee means the Official Committee of holders
of the TransTexas Subordinated Notes in the Chapter 11 Case of TransTexas, as
appointed by the Office of the United States Trustee and reconstituted from
time-to-time, which members are identified in the Disclosure Statement.
Section 2.130 SubDebt Disbursing Agent means Bank One.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 13
<PAGE> 23
Section 2.131 TARC means TransAmerican Refining Corporation, a Texas
corporation, and a debtor-in-possession, in case number 99-21552, pending in the
Bankruptcy Court and which is jointly administered with the Debtor and TEC.
Section 2.132 TEC means TransAmerican Energy Corporation, a Delaware
corporation, and a debtor-in-possession, in case number 99-21551, pending in the
Bankruptcy Court and which is jointly administered with the Debtor and TARC.
Section 2.133 TEC Bondholders means the holders of the TEC Senior
Secured Notes as of the Distribution Record Date.
Section 2.134 TEC Senior Secured Notes means, collectively, the $475
million aggregate principal amount of the 11 1/2 % Senior Secured Notes due 2002
and the $1.13 billion aggregate principal amount of the 13% Senior Secured
Discount Notes due 2002 issued by TEC pursuant to the TEC Senior Secured Notes
Indenture.
Section 2.135 TEC Senior Secured Notes Indenture means the Indenture
between TEC, as issuer, and Firstar, as Indenture Trustee, dated as of June 13,
1997, as amended from time to time, which relates to the TEC Senior Secured
Notes.
Section 2.136 Texas Comptroller means, collectively, the Texas
Comptroller Public Accounts and the Texas Workforce Commission.
Section 2.137 TNG means TransAmerican Natural Gas Corporation.
Section 2.138 Tort Claim means any Claim related to personal injury,
property damage, products liability or other similar Claims against the Debtor.
A Tort Claim shall constitute an Unsecured Claim.
Section 2.139 TransTexas means TransTexas Gas Corporation, a Delaware
corporation and the Debtor and the Debtor-in-Possession.
Section 2.140 TransTexas Senior Secured Loan Agreement means the Loan
Agreement between TransTexas and TEC, dated as of June 13, 1997, as amended from
time to time.
Section 2.141 TransTexas Senior Secured Note means the $450 million
senior secured note, dated June 13, 1997, originally made by TransTexas payable
to TEC and which was pledged as Collateral for the TEC Senior Secured Notes.
Section 2.142 TransTexas Senior Secured Note Claims means the Secured
Claims of the holder of the $450 million senior secured note, dated June 13,
1997, originally made by TransTexas payable to TEC and which was pledged as
Collateral for the TEC Senior Secured Notes.
Section 2.143 TransTexas Senior Secured Note Deficiency Claim means the
Deficiency Claim of the holder of the $450 million senior secured note, dated
June 13, 1997,
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 14
<PAGE> 24
originally made by TransTexas payable to TEC and the Claim of the holder of the
$50 million unsecured note, dated January 23, 1998, originally made by
TransTexas payable to TEC.
Section 2.144 TransTexas Subordinated Note Claims means the Claims of
the holders of the TransTexas Subordinated Notes.
Section 2.145 TransTexas Subordinated Notes means the $115.8 million
aggregate principal amount of TransTexas 13 3/4% Series D Senior Subordinated
Notes due 2001 issued by TransTexas pursuant to the TransTexas Subordinated
Notes Indenture.
Section 2.146 TransTexas Subordinated Notes Indenture means the
Indenture between TransTexas, as issuer, and Bank One, as Indenture Trustee,
dated as of June 13, 1997, as amended from time to time, which relates to the
TransTexas Subordinated Notes.
Section 2.147 Unclaimed Property means any Cash and Reorganization
Securities unclaimed on or after the applicable distribution date made in
respect of the relevant Allowed Claim or Allowed Interest. Unclaimed Property
shall include: (a) checks (and the funds represented thereby) and Reorganization
Securities, mailed to an address of a holder of a Allowed Claim or Interest and
returned as undeliverable without a proper forwarding address; (b) funds for
uncashed checks; and (c) checks (and the funds represented thereby) and
Reorganization Securities not mailed or delivered because no address to mail or
deliver such property was available.
Section 2.148 Unimpaired means a Claim that is not Impaired.
Section 2.149 Workers' Compensation Claims means any Claims held by (a)
current and former employees of the Debtor, (b) beneficiaries of current and
former employees of the Debtor and (c) Governmental Units, for payment or
reimbursement under and according to the terms of the Workers' Compensation
Programs.
Section 2.150 Workers' Compensation Programs means those statutorily
mandated programs in effect on the Petition Date providing compensation, paid
for by third parties, to employees of the Debtor for job-related injuries or job
related illnesses, which were required to be maintained under provisions of
non-bankruptcy law.
Section 2.151 Zurich means Zurich American Insurance Company.
ARTICLE III
PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND
PRIORITY TAX CLAIMS AND BONDHOLDER DIP CLAIMS
Section 3.01 Treatment of Allowed Administrative Expenses. Unless
otherwise provided for herein, each holder of an Allowed Administrative Expense
(including, without limitation, all compensation and reimbursement of expenses
of Professionals pursuant to Sections 327, 328, 330, 331, 503(b) or 1103 of the
Bankruptcy Code) shall receive 100% of the unpaid
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 15
<PAGE> 25
Allowed amount of such Administrative Expense in Cash on or as soon as
reasonably practicable after the later of: (a) the Effective Date; and (b) the
date on which such Administrative Expense becomes Allowed, provided, however,
that an Allowed Administrative Expense representing obligations incurred in the
ordinary course of business consistent with past practices of TransTexas shall
be paid in full or performed by the Reorganized Debtor, in accordance with its
terms and conditions, in the ordinary course of business consistent with such
past practices, provided, further, however, that an Allowed Administrative
Expense may be paid on such other terms and conditions as are agreed to between
the Reorganized Debtor and the holder of such Allowed Administrative Expense.
All Professionals requesting compensation or reimbursement of expenses pursuant
to Sections 327, 328, 330, 331, or 503(b) of the Bankruptcy Code for services
rendered before the Effective Date shall File and serve on Reorganized
TransTexas, the Creditors' Committee, the Bondholder Committee, the SubDebt
Committee, GMAC and the United States Trustee an application for final allowance
of compensation and reimbursement of expenses no later than forty- five (45)
days after the Effective Date. Objections to applications of Professionals for
compensation or reimbursement of expenses must be Filed and served on
Reorganized TransTexas, the United States Trustee, the Bondholder Committee, the
SubDebt Committee, GMAC, the Creditors' Committee and the Professionals to whose
fee application the objections are addressed.
Section 3.02 Treatment of Bondholder DIP Secured Claims. The Bondholder
DIP Secured Claims are Allowed in full. Unless otherwise agreed by the holders
of the Bondholder DIP Secured Claims and the Debtor or Reorganized Debtor, on
the Effective Date, each holder of an Allowed Bondholder DIP Secured Claim shall
receive its Ratable Proportion of (a) in Cash, an amount equal to one-third of
the sum of (i) the principal amount owing under the Bondholder DIP Facility on
the Effective Date, (ii) all interest accruing thereon in accordance with the
Bondholder DIP Facility and (iii) all fees and other charges relating thereto in
accordance with the Bondholder DIP Facility and (b) Claims and entitlements
under the Extended Bondholder DIP Facility. As more specifically set forth in,
and without in any way limiting, Section 9.01 of the Plan, the Distributions
provided hereunder are in full settlement, release and discharge of each
Bondholder DIP Secured Claim.
Section 3.03 Treatment of Allowed Priority Tax Claims. (a) At the
option of the Reorganized Debtor, each holder of an Allowed Priority Tax Claim
(other than Texas Comptroller Priority Tax Claim) shall receive on account of
such Allowed Priority Tax Claim: (i) equal Cash payments made on the last
Business Day of every three (3) month period following the Effective Date, over
a period not exceeding six (6) years after the assessment of the tax on which
such Claim is based, totaling the principal amount of such Claim plus simple
interest on any outstanding balance from the Effective Date calculated at an
interest rate of 8% per annum with respect to all Priority Tax Claims; (ii) such
other treatment agreed to by the holder of such Allowed Priority Tax Claim and
the Reorganized Debtor, provided such treatment is on more favorable terms to
the Reorganized Debtor than the treatment set forth in clause (i) hereof; or
(iii) the full amount in Cash of such Allowed Priority Tax Claim on or as soon
as practicable after the later of: (A) the Effective Date, or (B) the date on
which such Priority Tax Claim becomes an Allowed Priority Tax Claim. The
Reorganized Debtor, shall have the right, in its sole discretion, to prepay
Allowed Priority Tax Claims without penalty of any sort or nature.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 16
<PAGE> 26
(b) To the extent the Priority Tax Claim of the Texas
Comptroller is Allowed, it shall be payable in 21 quarterly installments with
interest thereon at a rate of interest to be determined by the Court pursuant to
a Final Order. The payments shall commence on March 15, 2000, and interest shall
accrue on such Allowed Claim from the Effective Date. Until such time as the
Priority Tax Claim of the Texas Comptroller is Allowed, the Reorganized Debtor
shall place in a segregated account funds in the amount of the Texas
Comptroller's Plan payments as they become due based upon an estimated Claim in
the amount of $8,000,000. Upon the allowance of the Texas Comptroller's Claim,
the appropriate funds will be distributed to the Texas Comptroller from such
segregated account. Other than the GMAC Waiver and Injunction, nothing in this
Plan (including the discharge, release, injunction and exculpation provisions)
shall prevent the Texas Comptroller from pursuing non-debtor third parties for
any joint and several liability arising from the Texas Comptroller's Allowed
Priority Tax Claim; provided, however, that so long as the Reorganized Debtor
has made, and is making, all Plan payments on the Texas Comptroller's Allowed
Priority Tax Claim, the Texas Comptroller shall not pursue any non-Debtor third
party for any joint and several liability arising from the Texas Comptroller's
Allowed Priority Tax Claim. Notwithstanding anything in the Plan to the
contrary, the Bankruptcy Court shall not retain jurisdiction with respect to
Allowed Priority Tax Claims or Administrative Expense Claims of the Texas
Comptroller except for (i) resolving the amount of any such Allowed Priority Tax
Claims arising prior to Confirmation, (ii) enforcing the discharge provisions of
the confirmed Plan, and (iii) enforcing the terms and conditions of the GMAC
Waiver and Injunction with respect to the Texas Comptroller. The Bankruptcy
Court shall not retain jurisdiction with regard to the enforcement or collection
of Plan payments to the Texas Comptroller. Notwithstanding anything in the Plan,
the Texas Comptroller shall retain its rights to setoff any prepetition Claim
against any prepetition claim it owes to the Debtor.
ARTICLE IV
CLASSIFICATION OF CLAIMS AND INTERESTS
Pursuant to Section 1122 of the Bankruptcy Code, set forth below is a
designation of classes of Claims and Interests. Administrative Expenses and
Priority Tax Claims of the kinds specified in Sections 507(a)(1), 502(i) and
507(a)(8) of the Bankruptcy Code have not been classified and are excluded from
the following classes in accordance with Section 1123(a)(1) of the Bankruptcy
Code.
Section 4.01 Class 1 consists of all Priority Claims.
Section 4.02 Class 2 consists of all Secured Tax Claims.
Section 4.03 Class 3 consists of the TransTexas Senior Secured Note
Claims.
Section 4.04 Class 4 consists of the GMAC Secured Claim.
Section 4.05 Class 5 consists of all Miscellaneous Secured Claims.
Section 4.06 Class 6A consists of all Mineral Interest Secured
Claims.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 17
<PAGE> 27
Section 4.07 Class 6B consists of all M&M Lien Secured Claims.
Section 4.08 Class 7 consists of the TransTexas Senior Secured Note
Deficiency Claims.
Section 4.09 Class 8 consists of all General Unsecured Claims.
Section 4.10 Class 9 consists of all TransTexas Subordinated Note Claims.
Section 4.11 Class 10 consists of all Convenience Claims.
Section 4.12 Class 11 consists of all Production Payment Holder Claims.
Section 4.13 Class 12 consists of all Old Common Stock Interests.
ARTICLE V
TREATMENT OF CLAIMS AND INTERESTS
Section 5.01 Treatment of Allowed Class 1 Claims (Priority Claims).
(a) Unless otherwise agreed by the holder of an Allowed Priority Claim
and the Debtor, or following the Effective Date, the Reorganized Debtor, each
holder of an Allowed Priority Claim shall receive an amount in Cash equal to
100% of the Allowed amount of such Claim on account of such Allowed Priority
Claim on or as soon as practicable after the later of: (i) the Effective Date,
or (ii) the date on which such Priority Claim becomes an Allowed Priority Claim.
(b) As more specifically set forth in, and without any way limiting,
Section 9.01 of this Plan, the Distributions provided in this Section 5.01 are
in full settlement, release and discharge of each such holder's Priority Claim.
(c) Class 1 is Unimpaired. Holders of Allowed Priority Claims shall be
deemed to have accepted the Plan.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 18
<PAGE> 28
Section 5.02 Treatment of Allowed Class 2 Claims (Secured Tax Claims).
(a) At the option of the Reorganized Debtor, each holder of an Allowed
Secured Tax Claim shall receive on account of its Allowed Secured Tax Claim one
of the following alternatives: (i) equal Cash payments made on the last Business
Day of every three (3) month period following the Effective Date, commencing
March 15, 2000, over a period not exceeding six (6) years after the assessment
of the tax on which such Claim is based, totaling the principal amount of such
Claim plus 10% interest on any outstanding balance (x) with respect to Allowed
Secured Tax Claims constituting ad valorem taxes assessed in 1998 from the
Petition Date, and (y) with respect to Allowed Secured Tax Claims constituting
ad valorem taxes assessed in 1999, from February 1, 2000, and in each case, a
continuation of its first priority Lien until its Allowed Secured Tax Claim is
paid in full; (ii) such other treatment agreed to by the holder of such Allowed
Secured Tax Claim and the Reorganized Debtor, provided such treatment is on more
favorable terms to the Reorganized Debtor, than the treatment set forth in
clause (i) hereof; or (iii) payment in full of such Allowed Secured Tax Claim on
or as soon as practicable after the later of: (A) the Effective Date, or (B) the
date on which such Secured Tax Claim becomes an Allowed Secured Tax Claim. The
Reorganized Debtor, shall have the right, in its sole discretion, to prepay
Allowed Secured Tax Claims without penalty of any sort or nature. With respect
to Secured Tax Claims, the Bankruptcy Court shall only retain jurisdiction with
respect to (1) resolving the Allowed amount of such Claim arising prior to
Confirmation, and (2) enforcing the discharge of such Claims pursuant to Section
9.01 of this Plan. Notwithstanding anything contained herein to the contrary,
the Bankruptcy Court shall not retain jurisdiction with regard to the
enforcement and collection of Plan Distributions and Post Confirmation taxes,
including the taxes for year 2000.
(b) As more specifically set forth in, and without in any way limiting,
Section 9.01 of this Plan, the Distributions provided in this Section 5.02 are
in full settlement, release and discharge of each holder's Secured Tax Claim.
(c) Class 2 is Impaired. Holders of Allowed Secured Tax Claims shall be
entitled to vote to accept or reject the Plan.
Section 5.03 Treatment of Allowed Class 3 Claim (TransTexas Senior
Secured Note Claims).
(a) The TransTexas Senior Secured Note Claims are Allowed in full. On
the Effective Date, the holders of the Allowed TransTexas Senior Secured Note
Claims shall receive on account of their Allowed TransTexas Senior Secured Note
Claims: (i) all of the New Senior Secured Notes; (ii) all of the New Senior
Preferred Stock issued on the Effective Date; (iii) all of the New Junior
Preferred Stock issued on the Effective Date; (iv) all of the New Common Stock
issued on the Effective Date; (v) all of the New Warrants issued on the
Effective Date; and (vi) an amount in Cash equal to the Maximum GUC Cash Amount
and the SubDebt Cash Amount.
(b) Subject to the occurrence of the Effective Date, the holders of
Allowed TransTexas Senior Secured Note Claims shall reallocate and direct the
Reorganized Debtor to distribute certain of the Distributions set forth in
Section 5.03(a), and the Reorganized Debtor shall distribute such Distributions,
as follows:
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 19
<PAGE> 29
(i) Notwithstanding Article XII of the TransTexas Subordinated
Notes Indenture, each holder of an Allowed TransTexas Subordinated Note
Claim as of the Distribution Record Date shall receive on the Effective
Date or as soon thereafter as is practicable, at its election as
determined and certified to the Debtor by Bank One; (A) four cents
($.04) Cash for each one dollar ($1.00) of principal of its Allowed
TransTexas Subordinated Note Claim; (B) twelve cents ($.12) in shares
of New Senior Preferred Stock for each one dollar ($1.00) of principal
of its Allowed TransTexas Subordinated Note claim or (C) forty-two
cents ($.42) in shares of New Junior Preferred Stock for each one
dollar ($1.00) of its Allowed TransTexas Subordinated Note Claim,
provided, however, if Bank One shall not have received a properly
completed election form on or before the Confirmation Date, such holder
shall be deemed to have made the election in subclause (B) of this
Section 5.03(b)(i);
(ii) each holder of an Allowed General Unsecured Claim shall
receive with respect to such General Unsecured Claim, on the later of
the Effective Date or the date on which such Claim becomes an Allowed
General Unsecured Claim, or as soon thereafter as is practicable, (a)
Cash in an amount equal to its Ratable Proportion of the Maximum GUC
Cash Amount; and (b) its Ratable Proportion of five million shares of
New Senior Preferred Stock (subject to Sections 6.10 and 7.20);
(iii) each holder of the Old Common Stock on the Distribution
Record Date that is not an Affiliate of the Debtor shall receive its
Ratable Proportion of (a) 52,500 shares of the New Class A Common Stock
(which will constitute 4.2% of the New Common Stock) and (b) 109,375
New Warrants on the Effective Date or as soon thereafter as is
practicable; and
(iv) John R. Stanley, or his designee, shall receive 247,500
shares of the New Class B Common Stock (which will constitute 19.8% of
the New Common Stock) and 515,625 New Warrants on the Effective Date or
as soon thereafter as is practicable.
(c) As more specifically set forth in, and without in any way limiting,
Section 9.01 of this Plan, the Distributions provided in this Section 5.03 are
in full settlement, release and discharge of the holder's TransTexas Senior
Secured Note Claims.
(d) Class 3 is Impaired. Holders of Allowed TransTexas Senior Secured
Note Claims shall be entitled to vote to accept or reject the Plan.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 20
<PAGE> 30
Section 5.04 Treatment of Allowed Class 4 Claim (GMAC).
(a) The GMAC Secured Claim is Allowed in full. On the Effective Date,
the Reorganized Debtor shall assume the GMAC Secured Claim, which shall be paid
in accordance with such terms and conditions as are agreed to in writing between
GMAC and the Reorganized Debtor (the "GMAC Post Confirmation Agreement"). Among
other things, the GMAC Post Confirmation Agreement shall provide that the
indebtedness and obligations of the Reorganized Debtor to GMAC shall be secured
by a first priority Lien and/or security interest in and to the Receivables and
certain other assets of the Debtor and Reorganized Debtor, as set forth with
specificity in the GMAC DIP Facility (the "GMAC Post Confirmation Collateral").
(b) Notwithstanding anything to the contrary set forth in any other
provision of this Plan, any and all Liens and/or security interests in the
assets comprising the GMAC Post Confirmation Collateral granted by the Debtor
and Reorganized Debtor to any person or entity other than GMAC and the holders
of Allowed Secured Tax Claims pursuant to this Plan and/or the Confirmation
Order or at any time thereafter shall be subject and subordinate in all respects
to the Liens and/or security interests in the GMAC Post Confirmation Collateral
granted to GMAC pursuant to this Plan, and the sole remedy and entitlement of
each such holder of a Lien and/or security interest in the assets comprising the
GMAC Post Confirmation Collateral other than GMAC and the holders of Allowed
Secured Tax Claims shall be to receive, after the occurrence of an event of
default under the Post Confirmation Agreements, the liquidation of the
Collateral granted to GMAC thereunder and repayment in full of all indebtedness
and obligations due to GMAC, the balance of such proceeds of such assets
comprising the GMAC Post Confirmation Collateral as may remain.
(c) The indebtedness and obligations of, and rights granted by, the
Debtor to GMAC during the period from the Confirmation Date to the Effective
Date, pursuant to the parties' prepetition agreements, the GMAC DIP Facility and
the GMAC DIP Order shall remain in full force and effect with respect to the
Debtor and/or the Reorganized Debtor, including without limitation all right,
title, interest, claims, liens and security interests of GMAC in the Debtor's
and/or the Reorganized Debtor's assets, which shall be deemed continuously
perfected.
(d) In consideration for the obligations undertaken by GMAC pursuant to
the Plan, including without limitation pursuant to the GMAC Post Confirmation
Agreement, the Confirmation Order shall provide (collectively, the "GMAC Waiver
and Injunction") that (i) the Debtor and the Reorganized Debtor, on behalf of
itself and its subsidiaries, and (ii) except for holders of Allowed Secured Tax
Claims, every holder of a Claim or Cause of Action against the Debtor, including
without limitation all Mineral Interest Claimants, all holders of Priority Tax
Claims, all Governmental Units holding Claims for property, severance, sales,
use, personal property and other taxes ("i" and "ii" collectively the
"Releasors") shall be deemed hereunder to have waived, released and relinquished
any and all obligations, debts, losses, damages, liabilities, contracts,
controversies, agreements, premises, claims, causes of action, and demands of
any kind whatsoever at law or in equity, direct or indirect, known or unknown,
discovered or undiscovered, asserted or unasserted against GMAC, and solely in
their representative capacity as representatives of GMAC, each of GMAC's
officers, directors, shareholders, partners, agents, employees, consultants,
attorneys, accountants, advisors, affiliates and other representatives (the
"GMAC Releasees") arising
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 21
<PAGE> 31
out of or relating to the Debtor, Claims against the Debtor, the Chapter 11
Case, the Plan, the loans, advances and financial accommodations provided to the
Debtor by GMAC, the Debtor's business operations and/or management of the
affairs of the Debtor and/or its affiliates, arising at any time on or prior to
the Effective Date (the "Released Claims"), and (2) the Releasors shall be
specifically permanently enjoined and restrained from commencing, conducting or
continuing any action or proceeding against the GMAC Releasees upon the Released
Claims, including, but not limited to (i) commencing, conducting or continuing
in any manner, directly or indirectly, any suit, action or other proceeding of
any kind (including, without limitation, any proceeding in a judicial, arbitral,
administrative or other forum) against or affecting the GMAC Releasees or any of
their property, or any direct or indirect transferee of any property of, or
successor in interest to, any of the GMAC Releasees based upon the Released
Claims; (ii) enforcing, levying, attaching (including, without limitation, any
pre-judgment attachment), collecting or otherwise recovering by any manner or
means, whether directly or indirectly, of any judgment, award, decree or order
against the GMAC Releasees or any of their property, or any direct or indirect
transferee of any property of, or successor in interest to, any of the GMAC
Releasees; and (iii) creating, perfecting or otherwise enforcing in any manner,
directly or indirectly, any encumbrance of any kind against the GMAC Releasees
or any of their property, or any direct or indirect transferee of any property
of, or successor in interest to, any of the GMAC Releasees.
(e) Class 4 is Impaired. GMAC shall be entitled to vote to accept or
reject the Plan.
Section 5.05 Treatment of Allowed Class 5 Claims (Miscellaneous Secured
Claims).
(a) At the option of the Reorganized Debtor, on the Effective Date,
each holder of an Allowed Miscellaneous Secured Claim shall receive on account
of its Allowed Miscellaneous Secured Claim one of the following alternatives:
(i) the Reorganized Debtor shall execute a written undertaking in favor of the
holder of such Claim, whereby the Reorganized Debtor shall assume such Claim and
leave unaltered such holder's legal, equitable and contractual rights with
respect to such Claim, (ii) notwithstanding any contractual provision or
applicable law that entitles the holder of such Claim to demand or receive
accelerated payment of such Claim after the occurrence of a default, the
Reorganized Debtor, shall (1) cure any such default that occurred before or
after the Petition Date, other than a default of a kind specified in Section
365(b)(2) of the Bankruptcy Code, (2) reinstate the maturity of such Claim as
such maturity existed before such default, (3) compensate the holder of such
Claim for any damages incurred as a result of any reasonable reliance by such
holder on such contractual provision or such applicable law and (4) execute a
written undertaking in favor of such holder, whereby the Reorganized Debtor
shall assume such Claim and, except as permitted in clauses (1), (2) and (3)
hereof, shall not otherwise alter the legal, equitable or contractual rights of
such holder with respect to such Claim, or (iii) the Reorganized Debtor shall
provide such other treatment agreed to by the holder of such Allowed
Miscellaneous Secured Claim, and the Reorganized Debtor with the prior consent
of the Bondholder Committee and GMAC.
(b) Notwithstanding the foregoing, the Debtor, may elect by sending
written notice, to the Bondholder Committee and to the affected Claim holder on
or before the Confirmation Date to (i) pay the holder of such Allowed
Miscellaneous Secured Claim the allowed Amount thereof, in Cash; (ii) distribute
to the holder of an Allowed Claim in Class 5 the property securing
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 22
<PAGE> 32
such holder's Claim, in which event such holder shall be entitled within thirty
(30) days of such election to File a proof of Claim for any deficiency entitled
to treatment as a Claim in Class 8 or be forever barred from thereafter
asserting a Deficiency Claim against the Debtor or the Reorganized Debtor; or
(iii) provide to such holder such treatment, including deferred Cash payments,
as shall be consistent with Section 1129(b) of the Bankruptcy Code.
(c) As more specifically set forth in, and without in any way limiting,
Section 9.01 of this Plan, the Distributions provided in this Section 5.05 are
in full settlement, release and discharge of each holder's Miscellaneous Secured
Claim.
(d) Fleet Claim - The Fleet Secured Claim is Allowed in full. On the
Effective Date, the Reorganized Debtor shall assume all obligations of the
Debtor with respect to the Fleet Letter of Credit Documents, and any obligation
of the Reorganized Debtor with respect to the Fleet Letter of Credit Documents
shall be paid and/or honored in accordance with the terms and conditions as set
forth herein. Any and all Liens and/or security interests in assets securing the
Fleet Letter of Credit Documents and any proceeds thereof shall continue after
the Effective Date and shall not be released, modified or otherwise discharged
as provided in Section 6.13 of this Plan or otherwise, notwithstanding any other
term or provision hereof to the contrary.
(e) Zurich Claim - To the extent the Secured Claim of Zurich is
Allowed, on the later of the Effective Date and the date on which such Claim
becomes an Allowed Secured Claim or as soon thereafter as is practicable, Zurich
shall receive on account of its Allowed Secured Claim the cash collateral held
by Zurich in the Allowed amount of such Claim, not to exceed $1,700,000, in full
satisfaction of its Secured Claim.
(f) Jefferies Claim - Jefferies shall have an Allowed Secured Claim
equal to (i) the principal amount of that certain Promissory Note, dated
December 31, 1998, executed by TransTexas Gas Corporation as "Maker" in favor of
Jefferies as "Payee" plus (ii) accrued and unpaid interest on such note through
the Effective Date at the non-default rate of $2,321.91 per diem (the "Secured
Claim Principal"). On the last Business Day of each month following the
Effective Date, Jefferies shall receive Cash payments on its Allowed Secured
Claim ("Monthly Payments") for a three year period. The Monthly Payments shall
be calculated on the basis of a five (5) year amortization of the Secured Claim
Principal (based on equal monthly installments in respect of the Secured Claim
Principal) plus simple interest on the outstanding Secured Claim Principal
calculated at the Plan Rate. The unpaid Secured Claim Principal outstanding at
the end of the three year payment period shall be due and payable with the last
monthly payment. As security for the payments, Jefferies shall retain its Liens,
security interest and rights in and to (a) the stock of Galveston Bay Processing
Corporation and (b) the property more fully described in that certain Mortgage,
Deed of Trust, Assignment, Security Agreement and Financing Statement (Winnie
Gas Plant) filed of record under Document No. 99-9902685 in the Official Public
Records of Real Property of Jefferson County, Texas with all such Liens,
security interests and rights remaining in full force and effect and not
otherwise affected by the Plan or Confirmation of the Plan. All other liens and
security interests held by Jefferies shall be released. The Reorganized Debtor
and Jefferies shall execute documents reasonably necessary or appropriate to
evidence the treatment provided for herein (including, but not limited to, a new
three-year promissory note, releases of collateral and
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 23
<PAGE> 33
amendments to security documents). Any release of liens or security interests by
Jefferies shall be effective upon such execution.
(g) CNA Claim - To the extent that the Secured Claim of CNA is Allowed,
on the later of the Effective Date and the date on which such Claim becomes an
Allowed Secured Claim or as soon thereafter as is practicable, CNA shall receive
on account of its Allowed Secured Claim the cash collateral held by CNA in full
satisfaction on such Secured Claim.
(h) Class 5 is Impaired. Holders of such Claims shall be entitled to
vote to accept or reject the Plan. Each Miscellaneous Secured Claim receiving
treatment under Section 5.05(b) above shall be deemed to be in separate Class
for classification, voting and Distribution purposes.
Section 5.06 Treatment of Allowed Class 6A Claims (Mineral Interest
Secured Claims).
(a) Each holder of an Allowed Mineral Interest Secured Claim shall
receive on account of its Allowed Mineral Interest Secured Claim one of the
following alternatives in accordance with the form for electing such alternative
that will be mailed to such holders as provided by order of the Bankruptcy Court
(the "Election Form") submitted by such holder or its predecessor in interest
with respect to such Mineral Interest Secured Claim on or before the deadline
established by the Bankruptcy Court, which deadline will be communicated to such
holders in the Election Form, on the later of the Effective Date or the date on
which such Claim becomes an Allowed Mineral Interest Secured Claim, or as soon
thereafter as is practicable: (i) equal Cash payments made on the last Business
Day in December in each year following the Effective Date, over a period of five
(5) years, totaling the principal amount of such Claim plus simple interest on
any outstanding balance from the Effective Date calculated at the Plan Rate, and
until such Claim is paid in full a continuing second priority Lien on the
Debtor's and Reorganized Debtor's Receivables to the extent that the Claims of
the holders of such Mineral Property Security Claims are attributable to
Receivables of the Debtor existing as of the Petition Date, which Lien shall be
subject and subordinate in all respects to the Liens and/or security interests
in the GMAC Post Confirmation Collateral granted to GMAC pursuant to this Plan,
and the sole remedy and entitlement of each holder of such Mineral Property
Secured Claims shall be to receive, after the occurrence of an event of default
under the Post Confirmation Credit Facility, the liquidation of the Collateral
granted to GMAC thereunder and repayment in full of all indebtedness and
obligations due to GMAC, the balance of such proceeds of such Receivables as may
remain (subject to any rights of the Post Confirmation Credit Facility Lenders
under the Post Confirmation Credit Facility), or (ii) in Cash, an amount equal
to forty percent (40%) of the Allowed Mineral Interest Secured Claim; provided,
however, that each election made by a holder of an Allowed Mineral Interest
Secured Claim shall be irrevocable and binding on any subsequent holder of such
claim; and provided further, that each holder of an Allowed Mineral Interest
Secured Claim that fails to submit its Ballot/Election on or before the
Ballot/Election Deadline and otherwise in accordance with the instructions
contained therein shall be deemed to have elected to receive equal Cash payments
made on the last Business Day in December in each year following the Effective
Date, over a period of five (5) years, totaling the principal amount of such
Claim plus simple interest on any outstanding balance from the Effective Date
calculated at the Plan Rate, and a continuing Lien (of the nature and to the
extent set forth above) securing such Claim until paid in full. The Reorganized
Debtor shall
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 24
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have the right, in its sole discretion, to prepay Allowed Class 6A Claims
without penalty of any sort or manner.
(b) As more specifically set forth in, and without in any way limiting,
Section 9.01 of this Plan, the Distributions provided in this Section 5.06 are
in full settlement, release and discharge of each Mineral Interest Secured
Claim.
(c) Class 6A is Impaired. Holders of such Claims shall be entitled to
vote to accept or reject the Plan. Each Mineral Interest Secured Claim receiving
treatment under Section
Section 5.07 Treatment of Allowed Class 6B Claims (M&M Lien Secured
Claims).
(a) Each holder of an Allowed M&M Lien Secured Claim shall receive on
account of its Allowed M&M Secured Claim, on the later of the Effective Date or
the date on which such Claim becomes an Allowed M&M Lien Secured Claim or as
soon thereafter as is practicable, equal Cash Payments made on the last Business
Day in December in each year following the Effective Date, over a period of five
(5) years, totaling the principal amount of such Claim plus simple interest on
any outstanding balance from the Effective Date calculated at the Plan Rate, and
a continuing Lien securing such Claim until paid in full, which Lien shall be
subject and subordinate in all respects to the Liens and/or security interests
in the Post Confirmation Credit Facility Collateral granted pursuant to the Post
Confirmation Credit Facility, and the sole remedy and entitlement of each holder
of such M&M Lien Secured Claims shall be to receive, after the occurrence of an
event of default under the Post Confirmation Credit Facility, the liquidation of
the collateral granted to the Post Confirmation Credit Facility Lenders
thereunder and repayment in full of all indebtedness and obligations due to the
Post Confirmation Credit Facility Lenders, the balance of such proceeds of such
Post Confirmation Credit Facility Collateral as may remain. The Reorganized
Debtor shall have the right, in its sole discretion, to pre-pay Allowed Class 6
Claims without penalty of any sort of nature.
(b) As more specifically set forth in, and without in any way limiting,
Section 9.01 of this Plan, the Distributions provided in this Section 5.07 are
in full settlement, release and discharge of each M&M Lien Secured Claim.
(c) Class 6B is impaired. Holders of such Claims shall be entitled to
vote to accept or reject the Plan. Each M&M Lien Secured Claim receiving
treatment under Section 5.07(b) above shall be deemed to be in a separate Class
for classification, voting and Distribution purposes.
Section 5.08 Treatment of Allowed Class 7 Claims (TransTexas Senior
Secured Note Deficiency Claims).
(a) The holder of the TransTexas Senior Secured Note Deficiency Claims
shall receive no Distribution on account of its TransTexas Senior Secured Notes
Deficiency Claims.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 25
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(b) Class 7 is Impaired. The holder of such Claims shall be deemed to
have rejected the Plan.
Section 5.09 Treatment of Allowed Class 8 Claims (General Unsecured
Claims).
(a) The holders of Allowed General Unsecured Claims shall receive no
Distribution on account of their General Unsecured Claims under the Plan.
(b) Class 8 is Impaired. Holders of such Claims shall be deemed to have
rejected the Plan.
Section 5.10 Treatment of Allowed Class 9 Claims (TransTexas
Subordinated Note Claims).
(a) The holders of the TransTexas Subordinated Note Claims shall
receive no Distributions on account of their TransTexas Subordinated Note
Claims.
(b) Class 9 is Impaired. Holders of such Claims shall be deemed to have
rejected the Plan.
Section 5.11 Treatment of Allowed Class 10 Claims (Convenience Claims).
(a) On the Effective Date, or as soon thereafter as is practicable,
each holder of an Allowed Convenience Claim shall receive on account of its
Allowed Convenience Claim Cash in an amount equal to 100% of its Allowed
Convenience Claim (as reduced in accordance with Section 6.16 of this Plan),
without interest.
(b) As more specifically set forth in, and without in any way limiting,
Section 9.01 of this Plan, the Distributions provided in this Section 5.11 are
in full settlement, release and discharge of each holder's Convenience Claim.
(c) Class 10 is Impaired under this Plan. Holders of such Claims shall
be entitled to vote to accept or reject the Plan.
Section 5.12 Treatment of Allowed Class 11 Claims (Production Payment
Holder Claims).
(a) On the Effective Date, except to the extent that a holder of an
Allowed Production Payment Holder Claim agrees to a different treatment of such
Allowed Production Payment Holder Claim, each Allowed Production Payment Holder
Claim shall be rendered Unimpaired in accordance with Section 1124 of the
Bankruptcy Code. All Allowed Production Payment Holder Claims that are not due
and payable on or before the Effective Date shall be paid in accordance with the
terms of their underlying agreement and in the ordinary course of business of
TransTexas.
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TransTexas Gas Corporation Page 26
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(b) As more specifically set forth in, and without in any way limiting,
Section 9.01 of this Plan, the Distributions provided in this Section 5.12 are
in full settlement, release and discharge of each Production Payment Holder
Claim.
(c) Class 11 is Unimpaired. Holders of such Claims shall be deemed to
have accepted the Plan.
Section 5.13 Treatment of Allowed Class 12 Interests (Old Common Stock
Interests).
(a) The holders of Old Common Stock Interests shall receive no
Distributions of any kind under the Plan in respect of those Interests.
(b) Class 12 is Impaired under the Plan. Holders of such Claims shall
be deemed to have rejected the Plan.
ARTICLE VI
MEANS FOR IMPLEMENTATION OF THE PLAN
In addition to the provisions set forth elsewhere in this Plan, the
following shall constitute the means for implementation of this Plan.
Section 6.01 General Corporate Matters. Reorganized TransTexas shall
take such action as is necessary under the laws of the States of Delaware and
Texas, federal law and other applicable law to effect the terms and provisions
of the Plan and the Plan Documents.
Section 6.02 Post Confirmation Financing. On the Effective Date, the
transactions contemplated by the Post Confirmation Credit Facility shall be
consummated and thereupon become effective.
Section 6.03 Effectiveness of Securities, Instruments and Agreements.
On the Effective Date, all Plan Documents issued or entered into pursuant to the
Plan, including, without limitation, (i) the New Secured Notes Security
Documents, (ii) the New Senior Secured Notes, (iii) the New Senior Secured Notes
Indenture, (iv) the New Senior Preferred Stock, (v) the New Junior Preferred
Stock, (vi) the New Warrant Agreement, (vii) the New Warrants, (viii) the
Registration Rights Agreement, (ix) the Management Agreement, (x) the Post
Confirmation Credit Facility (which includes the Extended Bondholder DIP
Facility), (xi) the GMAC DIP Facility, (xii) the GMAC Post Confirmation
Agreement, and/or (xiii) any agreement entered into or instrument issued or in
connection with any of the foregoing or any other Plan Document, shall become
effective and binding in accordance with their respective terms and conditions
upon the Entities thereto and shall be deemed to become effective
simultaneously.
Section 6.04 Corporate Action for Reorganized Debtor. On the Effective
Date, the issuance of the New Common Stock, the New Senior Preferred Stock, the
New Junior Preferred
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TransTexas Gas Corporation Page 27
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Stock, the New Warrants, the election or appointment of directors and officers
pursuant to this Plan and/or the Confirmation Order, and the other matters
provided in this Plan involving the corporate structure of the Reorganized
Debtor shall be deemed to have occurred and shall be in effect from and after
the Effective Date pursuant to Section 303 of the DGCL without any requirement
of further action by the stockholders or directors of the Debtor or the
Reorganized Debtor. On the Effective Date or as soon thereafter as is
practicable, the Reorganized Debtor shall file with the Secretary of State of
the State of Delaware in accordance with Sections 103 and 303 of the DGCL, the
Amended Certificate of Incorporation. The Amended Certificate of Incorporation
shall provide for, among other things, (i) the authorization of 100 million
shares of New Class A Common Stock, (ii) the authorization of 247,500 shares of
New Class B Common Stock; (iii) the authorization of the New Senior Preferred
Stock and the New Junior Preferred Stock, (iv) the indemnification of officers
and directors of the Reorganized Debtor to the fullest extent permitted by
Section 145 of the DGCL, (v) the cancellation of the Old Common Stock, and (vi)
a prohibition on the issuance of nonvoting equity securities to the extent, and
only to the extent, required by Section 1123(a)(6) of the Bankruptcy Code.
Section 6.05 Directors of the Reorganized Debtor. On the Effective
Date, the operation of Reorganized TransTexas shall become the general
responsibility of its New Board of Directors, subject to, and in accordance
with, the Amended Certificate of Incorporation and the Amended By-Laws. The
initial New Board of Directors shall consist of five members identified at the
Confirmation Hearing by the Debtor, with the prior consent of the Bondholder
Committee. Such directors shall be deemed elected or appointed, pursuant to the
Confirmation Order, but shall not take office and shall not be deemed to be
elected or appointed until the occurrence of the Effective Date. Those directors
and officers not continuing in office shall be deemed to have resigned therefrom
as of the Effective Date pursuant to the Confirmation Order.
Section 6.06 Management Agreement. The Management Agreement supersedes
all employment, severance, retention bonus and other agreements between the
Debtor and Mr. John R. Stanley prior to the Effective Date and all such
agreements shall be deemed rejected on the Effective Date. On the Effective
Date, all Claims and Administrative Expenses of Mr. John R. Stanley against the
Debtor under any employment, severance, retention bonus and other agreements, if
any, between Mr. John R. Stanley and the Debtor will be governed by, and
completely satisfied in accordance with, the terms and conditions of the
Management Agreement.
Section 6.07 Approval of Agreements. The solicitation of votes on the
Plan shall be deemed a solicitation for the approval of the Plan Documents and
all transactions contemplated by this Plan. Entry of the Confirmation Order
shall constitute approval of the Plan Documents and such transactions.
Section 6.08 Employee Benefit Plans. Subject to the occurrence of the
Effective Date, all employee benefit plans, policies and programs of the Debtor
and the Debtor's obligations thereunder, shall survive Confirmation of the Plan,
remain unaffected thereby, and not be discharged. Except as otherwise provided
in this Plan, employee benefit plans, policies, and programs shall include,
without limitations, all savings plans, retirement pension plans, health care
plans, disability plans, severance benefit plans, life, accidental death and
dismemberment insurance plans (to the extent not executory contracts assumed
under the Plan) and Workers' Compensation
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 28
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Programs, but shall exclude all employees' equity or equity-based incentive
plans, which Interests shall be canceled pursuant to the terms hereof.
Section 6.09 Listing of New Common Stock; Registration of
Reorganization Securities. Reorganized TransTexas shall use reasonable efforts
to cause as soon as practicable after the Effective Date, the shares of New
Common Stock issued hereunder to be listed on a national securities exchange or
quoted in the national market system of the National Association of Securities
Dealer's Automated Quotation System. Within ten days after the Effective Date
and in accordance with the terms of the Registration Rights Agreement,
Reorganized TransTexas will use its best efforts to file, at its expense, and
have declared effective as soon as practicable thereafter, a registration
statement or registration statements under the Securities Act for the offering
on a continuous or delayed basis in the future the Reorganization Securities
(the "Shelf Registration"). All of the Reorganization Securities shall be
included in the Shelf Registration statement. The Reorganized Debtor shall keep
the Shelf Registration effective for a three-year period from the Effective Date
and supplement or make amendments to the Shelf Registration, if required under
the Securities Act or by the rules and regulations promulgated thereunder, or in
accordance with the terms of the Registration Rights Agreement, and have such
supplements and amendments declared effective as soon as practicable after
Filing.
Section 6.10 Distributions to Holders of Allowed Claims and Interests;
Source of Cash and Reorganization Securities for Distributions. On the Effective
Date, Reorganized TransTexas shall deliver to the Disbursing Agent sufficient
Cash and Reorganization Securities to (a) make the Distributions to be made on
the Effective Date to the holders of Allowed Claims and Allowed Interests,
including but not limited to an amount of Cash equal to the Maximum GUC Cash
Amount and five million shares of New Senior Preferred Stock; and (b) establish
reserves for the Classes of Disputed Claims (other than those in Class 8) and
Disputed Interests as set forth below. Payments and other Distributions to be
made pursuant to the Plan will be available from the Reorganized Debtor's funds,
including funds provided to the Debtor in connection with the Post Confirmation
Credit Facility.
Section 6.11 Distribution to Holders of TransTexas Senior Secured
Notes. For the purposes of Distributions to the holders of Allowed TransTexas
Senior Secured Note Claims, Firstar shall be deemed to be the sole holder of all
such Claims. All Distributions on account of Allowed TransTexas Senior Secured
Note Claims shall be distributed to Firstar, for further Distribution to the TEC
Bondholders pursuant to the terms of the TEC Senior Secured Notes Indenture and
the Plan.
Section 6.12 Cancellation and Surrender of Existing Securities;
Cancellation of Indentures.
(a) Cancellation of Existing Securities and Agreements. On the
Effective Date, the TransTexas Senior Secured Note, the TransTexas Loan
Agreement, the TransTexas Subordinated Notes, the TransTexas Subordinated Notes
Indenture (except to allow Bank One to fulfill its obligations under the Plan),
the Old Common Stock, and any options, warrants, calls, subscriptions, or other
similar rights or other agreements or commitments, contractual or otherwise,
obligating the Debtor to issue, transfer, or sell any shares of Old Common
Stock, or any other capital
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 29
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stock of the Debtor shall be canceled and the holders thereof shall have no
rights, and such instruments shall evidence no rights, except the right to
receive the Distributions to be made to holders of such instruments under this
Plan. After the Indenture Trustees or their agents perform their obligations
under the Plan, the Plan Documents and their respective Indentures, the
Indenture Trustees and their agents, successors and assigns shall be discharged
of all of their obligations associated with the respective Indentures and
related agreements and released from all Claims arising in this Chapter 11 Case,
and as of the Effective Date, such Indentures other than the TEC Senior Secured
Notes Indenture) shall be deemed cancelled, except that such cancellation shall
not impair the rights of the holders of the TransTexas Senior Secured Note
Claims and the TransTexas Subordinated Note Claims to receive Distributions
under the Plan or the rights of the Indenture Trustee under their charging
liens, if any, pursuant to such Indentures to the extent that the Indenture
Trustee has not received payment.
(b) Surrender of Existing Securities. As a condition to receiving any
Distribution under the Plan, each holder of a promissory note, share
certificate, or other instrument evidencing a Claim or Interest must surrender
such promissory note, share certificate, or other instrument to the Reorganized
Debtor or its designee. As a condition to Firstar receiving the Distributions
set forth in Section 6.11, other than Distributions re-allocated pursuant to
Section 5.03(b), Firstar shall surrender to the Debtor or to the Reorganized
Debtor the TransTexas Senior Secured Note.
Section 6.13 Release of Liens and Perfection of Liens. Except as
otherwise provided in the Plan, any Plan Document or the Confirmation Order: (a)
each holder of (i) a Miscellaneous Secured Claim, (ii) a Bondholder DIP Secured
Claim, (iii) a Secured Claim other than the GMAC Secured Claim, (iv) a judgment,
and (v) a Mineral Interest Claim, shall on the Effective Date (x) turn over and
release to the Reorganized Debtor any and all Collateral that secures or
purportedly secures such Claim, as they pertain to the properties currently
owned or leased by the Debtor or such Lien shall automatically, and without
further action by the Debtor or Reorganized Debtor, be deemed released, and (y)
execute such documents and instruments as the Reorganized Debtor requests to
evidence such Claim holder's release of such property or Lien; and (b) on the
Effective Date, all right, title and interest in any and all property of the
Estate shall revert or be transferred to the Reorganized Debtor free and clear
of all Claims and Interests, including, without limitation, Liens, escrows,
charges, pledges, encumbrances and/or security interests of any kind (other than
the Liens in favor of GMAC provided for herein). No Distribution hereunder shall
be made to or on behalf of any Claim holder unless and until such holder
executes and delivers to the Debtor or Reorganized Debtor such release of Liens
or otherwise turns over and releases such Cash, pledge, or other possessory
Lien. Any such holder that fails to execute and deliver such release of Liens
within 120 days of the Effective Date shall be deemed to have no further Claim
against the Debtor, the Reorganized Debtor or its assets or property in respect
of such Claim and shall not participate in any Distribution hereunder.
Notwithstanding the immediately preceding sentence, any holder of a Disputed
Claim shall not be required to execute and deliver such release until such time
as the Claim is Allowed or Disallowed.
Section 6.14 Election of Treatment in Class 8. Each holder of a Claim
in Class 8 may elect, in the Ballot/Election by which it votes to reduce the
amount of its Claim to $500 or less and thereby be deemed a holder of a Claim in
Class 10 for purposes of voting and payment under the Plan. Holders of Claims in
any other class shall not be entitled to make an election into Class
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 30
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10 pursuant to this Plan. Any such election shall be effective only upon the
receipt thereof by the Debtor prior to the Confirmation Date. Once the election
is made, and received by the Debtor, such election shall be irrevocable and
binding on any successor-in-interest with respect to such Claim, but shall not
preclude the Debtor and/or other Entities from objecting to such Claim as
reduced.
Section 6.15 Liens Securing New Senior Secured Notes; Further
Transactions. On the Effective Date, the Reorganized Debtor shall execute and
deliver to Firstar, in connection with the New Senior Secured Notes Indenture,
such documents, instruments and agreements as are necessary to confer the
priority of TEC with respect to its Liens under the TransTexas Senior Secured
Loan Agreement and the documents, instruments and agreements entered into in
connection therewith and to confer the priority of Firstar with respect to its
Liens under the TEC Senior Secured Notes Indenture and the documents,
instruments and agreements entered into in connection therewith. On the
Effective Date, the Reorganized Debtor shall execute and deliver such further
documents, instruments and agreements as are necessary to effectuate and further
evidence the terms and conditions of the Plan.
Section 6.16 Payment of Fees.
(a) All fees payable on or before the Effective Date (i) pursuant to
section 1930 of title 28 of the United States Code, as determined by the Court
at the Confirmation Hearing, and (ii) to the United States Trustee, shall be
paid by the Debtor on or before the Effective Date and all such fees payable
after the Effective Date shall be paid by the Reorganized Debtor.
(b) All reasonable fees and expenses (including reasonable attorneys'
fees) incurred by Bank One, as Indenture Trustee, on or before the Effective
Date, in an estimated amount of $175,000, shall be paid by the Reorganized
Debtor on the Effective Date, or as soon thereafter as is practicable, without
prior approval of the Bankruptcy Court. The payment of such fees and costs shall
not reduce the Distributions to the holders of Allowed TransTexas Subordinated
Note Claims.
ARTICLE VII
DISPUTED CLAIMS, DISPUTED INTERESTS, RESERVES
AND MISCELLANEOUS DISTRIBUTION PROVISIONS
Section 7.01 Objections. An objection to the allowance of a Claim
(other than an Administrative Expense Claim) or Interest shall be in writing and
may be Filed by the Debtor or Reorganized Debtor, or any other party in
interest, at any time on or before the Objection Deadline. The "Objection
Deadline" is the later of (a) the 120th day following the Effective Date unless
such period is extended by order of the Bankruptcy Court, (b) sixty (60) days
after the Filing of the proof of such Claim or Interest or (c) such other date
set by order of the Bankruptcy Court (the application for which may be made on
an ex parte basis). The objecting party shall serve a copy of each such
Objection upon the holder of the Claim or Interest to which it pertains and upon
the Debtor or the Reorganized Debtor, as the case may be, and, prior to the
Effective Date, the Debtor or the Reorganized Debtor will prosecute each
Objection to a Claim or Interest until determined by a Final Order unless the
Debtor or the Reorganized Debtor (i) compromises and settles an Objection to a
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 31
<PAGE> 41
Claim or Interest by written stipulation, subject to Bankruptcy Court approval,
if necessary or (ii) withdraws an Objection to a Claim or Interest.
Section 7.02 Amendments to Claims; Claims Filed After the Confirmation
Date. Except as otherwise provided in this Plan, after the Confirmation Date, a
Claim may not be Filed or amended without the authorization of the Bankruptcy
Court and, even with such Bankruptcy Court authorization, may be amended by the
holder of such Claim solely to decrease, but not to increase, the Face Amount
thereof. Except as otherwise provided in this Plan, any new or amended Claim
Filed after the Confirmation Date shall be deemed Disallowed in full and
expunged without any action by the Debtor or Reorganized Debtor.
Section 7.03 Reserves for Disputed Claims and Disputed Interests.
(a) On the Effective Date, Reorganized Debtor shall reserve sufficient
shares of New Common Stock to be issued to the holders of Class 4 Claims and
other distributees as specified in Section 5.03.
(b) On the Effective Date, the Reorganized Debtor shall transmit to the
Disbursing Agent, and the Disbursing Agent shall reserve for the account of each
holder of a Disputed Claim or Interest, (i) the property which would otherwise
be distributable to such holder on such date in accordance with the Plan were
such Disputed Claim or Disputed Interest an Allowed Claim or Allowed Interest,
as applicable, on such date, in the Face Amount thereof, or such other amount as
ordered or estimated by the Bankruptcy Court or (ii) such other property as such
holder and the Reorganized Debtor may agree; provided, however, in no event
shall the Cash reserve exceed the Maximum GUC Cash Amount as it relates to the
holders of Class 8 Claims. Property reserved under this Section 7.03(b) shall be
set aside and to the extent practicable, held by the Disbursing Agent in an
interest bearing account to be established and maintained by the Disbursing
Agent pending resolution of such Disputed Claim, provided, however, that Cash
shall be invested in a manner consistent with the requirements of Section 345 of
the Bankruptcy Code or otherwise ordered by the Bankruptcy Court. To the extent
such Disputed Claim or Disputed Interest becomes an Allowed Claim or Allowed
Interest, the property so reserved for the holder thereof, together with any
proceeds thereon, shall be distributed by the Disbursing Agent to such holder
pursuant to, and to the extent provided for in the Plan. To the extent an
objection to a Class 8 Claim is upheld or a Class 8 Claim is withdrawn or
reduced, the reserves held on account of such Disputed or withdrawn Claim shall
be reallocated and paid to the holders of Allowed Class 8 Claims at the time of
the next Quarterly Distribution Date.
(c) Any voting rights of Reorganization Securities held in reserve in
respect of a Disputed Claim or Disputed Interest shall be suspended until such
securities are released from such reserve.
Section 7.04 Fluctuation in Value of Securities. The value of the
Reorganization Securities held in reserve under Section 7.03 of the Plan is
likely to fluctuate. The Reorganized Debtor does not represent or warrant that
the value of any Reorganization Securities will not decline after the Effective
Date and they do not otherwise assume any liability or risk of loss which the
holder of a Disputed Claim or Disputed Interest which becomes an Allowed Claim
or Allowed
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 32
<PAGE> 42
Interest, as applicable, after the Effective Date may suffer by reason of any
decline in value of a reserved Reorganization Securities pending determination
of the amount of such Disputed Claim. The risk or benefit of any appreciation or
depreciation in the value of any reserved Reorganization Securities shall be
borne solely by the Entity to whom such Reorganization Securities is ultimately
distributed.
Section 7.05 Distributions on Account of Disputed Claims. In
determining the amount of Distributions to be made under the Plan to the holders
of Allowed Claims on the Effective Date or a Quarterly Distribution Date, the
appropriate Distributions shall be made as if all the Disputed Claims as of such
Distribution Date were Allowed Claims in the full amount claimed by the holders
thereof, unless otherwise ordered or estimated by the Court. No Distributions
will be made on a Disputed Claim or Disputed Interest unless and until such
Disputed Claim or Disputed Interest becomes an Allowed Claim or Allowed
Interest.
Section 7.06 Quarterly Distributions. On the Quarterly Distribution
Date, the Disbursing Agent shall make Ratable Proportion or other Distributions
of Cash or Reorganization Securities reserved for any Disputed Claim that has
become an Allowed Claim during the preceding quarterly period. Additionally, on
each Quarterly Distribution Date, the Reorganized Debtor, shall distribute to
holders of previously Allowed Class 8 Claims their Ratable Proportion of
distributable cash in the Cash Reserve Account less the total amount of any
Distribution previously received.
Section 7.07 Excess Reserves. On the date on which all Class 8 Claims
and Class 10 Claims are either Allowed or Disallowed Claims and all payments
required to be made pursuant to the Plan to the holders of such Allowed Claims
shall have been made, all Cash and Reorganization Securities reserved for the
payment of, or Distribution on, the Disallowed portion of Disputed Claims and
Disputed Interests and not required to be otherwise Distributed pursuant to the
Plan, shall immediately and irrevocably vest in the Reorganized Debtor and the
Disbursing Agent shall transmit such property to the Reorganized Debtor,
whereupon the Reorganized Debtor shall thereafter be empowered to take whatever
steps may be necessary to exercise control over such property. Notwithstanding
the foregoing, the disallowed portion of any Disputed Claim in Class 8 shall
always be reallocated to the holders of Allowed Class 8 Claims with no portion
or amount returning or vesting in the Reorganized Debtor. Shares of New Common
Stock that are reserved pursuant to Section 7.03 for issuance but not issued
shall remain authorized but unissued New Common Stock.
Section 7.08 Undeliverable or Unclaimed Distributions. Any Entity that
is entitled to receive a Cash Distribution under this Plan but that fails to
cash a check within 120 days of its issuance shall be entitled to receive a
reissued check from the Reorganized Debtor for the amount of the original check,
without any interest, if such Entity requests the Reorganized Debtor or its
designee to reissue such check and provides the Reorganized Debtor or its
designee, with such documentation as the Reorganized Debtor or its designee
requests to verify that such Entity is entitled to such check, prior to the
later of (a) the second anniversary of the Effective Date or (b) six (6) months
after such Claim becomes an Allowed Claim. If an Entity fails to cash a check
within 120 days of its issuance and fails to request reissuance of such check
prior to the later to occur of (a) the second anniversary of the Effective Date
or (b) six (6) months following the date such Entity's Claim becomes an Allowed
Claim, such Entity shall not be entitled to receive any
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 33
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Distribution under this Plan with respect to the amount of such check. If the
Distribution to any holder of an Allowed Claim or Interest is returned to the
Reorganized Debtor or its designee as undeliverable, no further Distributions
will be made to such holder unless and until the Reorganized Debtor or its
designee is notified in writing of such holder's then-current address.
All Claims for undeliverable Distributions must be made on or before
the later to occur of (i) the second anniversary of the Effective Date and (ii)
six (6) months following the date such Entity's Claim becomes an Allowed Claim
or Allowed Interest. After such date, all unclaimed property shall revert to the
Firstar (except amounts payable to Class 8) for further Distribution to the TEC
Bondholders pursuant to the terms of the TEC Senior Secured Notes Indenture and
this Plan, and the Claim of any holder or successor to such holder with respect
to such property shall be discharged and forever barred notwithstanding any
federal or state escheatment laws to the contrary.
Section 7.09 Allocation of Consideration. The aggregate consideration
to be distributed to the holders of Allowed Claims in each Class under this Plan
shall be treated as first satisfying an amount equal to the stated principal
amount of the Allowed Claim for such holders and any remaining consideration as
satisfying accrued, but unpaid, interest through the Effective Date, if any.
Section 7.10 Distributions to the Holders of General Unsecured Claims.
For purposes of formulating this Plan, the Debtor has estimated the aggregate
total of Allowed General Unsecured Claims, after the resolution of all disputes,
to be approximately $100 million. In connection with the process of resolution
of Disputed Claims, the Bankruptcy Court will determine the amount of ultimately
Allowed General Unsecured Claims and consequently, the final Distributions to
holders of Allowed General Unsecured Claims pursuant to this Plan.
Section 7.11 Transmittal of Distributions and Notices.
(a) Any property or notice other than Cash Distributions made through
Section 7.14 which an Entity is or becomes entitled to receive pursuant to the
Plan shall be delivered by regular mail, postage prepaid, in an envelope
addressed to that Entity at the address indicated on any notice of appearance
Filed by that Entity or his authorized agent prior to the Effective Date. If no
notice of appearance has been Filed, notice shall be sent to the address
indicated on a properly Filed proof of Claim or Interest or, absent such a proof
of Claim or Interest, the address that is Scheduled for that Entity or register
maintained for register securities. The date of Distribution shall be the date
of mailing, and property distributed in accordance with this Section shall be
deemed delivered to such Entity regardless of whether such property is actually
received by that Entity.
(b) A holder of a Claim or Interest may designate a different address
for notices and Distributions by notifying the Debtor or the Reorganized Debtor,
or with respect to the holder of a TransTexas Senior Secured Note Claims,
Firstar, or with respect to a holder of a TransTexas Subordinated Note Claim,
Bank One, of that address in writing. The new address shall be effective upon
receipt by the Debtor or the Reorganized Debtor, as the case may be.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 34
<PAGE> 44
(c) Notwithstanding anything to the contrary herein and above, to the
extent that a Distribution is required to be made to a Paying Agent, the address
for the relevant Claim or Interest shall be the address of the relevant Paying
Agent.
Section 7.12 Distribution Record Date. As of the close of business on
the Distribution Record Date, the transfer register for the TransTexas
Subordinated Notes will be closed, and the Disbursing Agent, Bank One, and their
respective agents will have no obligation to recognize the transfer of any
TransTexas Subordinated Notes occurring after such time and will be entitled for
all purposes herein to recognize and deal only with those holders of record as
of such time.
Section 7.13 Method of Cash Distributions. Any Cash payment to be made
pursuant to this Plan may be made by draft, check, wire transfer, or as
otherwise required or provided in any relevant agreement or applicable law.
Section 7.14 Distributions on Non-Business Days. Any Distribution due
on a day other than a Business Day shall be made, without interest, on the next
Business Day.
Section 7.15 Rounding. Notwithstanding any other provision of the Plan,
only whole numbers of shares of New Senior Preferred Stock, New Junior Preferred
Stock and New Common Stock and whole numbers of New Warrants will be issued and
distributed. When any Distribution on account of an Allowed Claim would
otherwise result in the issuance of a number of shares of New Senior Preferred
Stock, New Junior Preferred Stock and New Common Stock or a number of New
Warrants that is not a whole number, the actual Distribution of shares of such
stock or warrants will be rounded to the next higher or lower whole number as
follows: (i) fractions equal to or greater than 1/2 will be rounded to the next
higher whole number and (ii) fractions less than 1/2 will be rounded to the next
lower number. The total number of shares of New Senior Preferred Stock, New
Junior Preferred Stock and New Common Stock and New Warrants to be distributed
to a Class of Claims or Interests will be adjusted as necessary to account for
the rounding provided for herein. If, as a result of such rounding, the amount
of shares of New Senior Preferred Stock, New Junior Preferred Stock and New
Common Stock or the amount of New Warrants to be distributed to a particular
Class differs from the aggregate number of shares of New Senior Preferred Stock,
New Junior Preferred Stock and New Common Stock or New Warrants to be
distributed pursuant to the Plan to that Class, the aggregate number of shares
of New Senior Preferred Stock, New Junior Preferred Stock and New Common Stock
or the amount of New Warrants specified with respect to such Class will be
adjusted upward or downward to provide for the Distribution of New Senior
Preferred Stock, New Junior Preferred Stock and New Common Stock or New
Warrants, as the case may be, in an aggregate number of shares or New Warrants
equal to such sum. No consideration will be provided in lieu of fractional
shares or warrants that are rounded down.
Section 7.16 Withholding Taxes. Any federal, state or local withholding
taxes or other amounts required to be withheld under applicable law shall be
deducted from Distributions hereunder. All Entities holding Claims shall be
required to provide any information necessary to effect the withholding of such
taxes.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 35
<PAGE> 45
Section 7.17 Disputed Distributions. If any dispute arises as to the
identity of a holder of an Allowed Claim or an Allowed Interest who is to
receive any Distribution, the Disbursing Agent, Firstar, or Bank One may, in
lieu of making such Distribution to such Entity, make such Distribution into an
escrow account until the disposition thereof shall be determined by Final Order
of the Bankruptcy Court or by written agreement among the interested parties to
such dispute.
Section 7.18 Retention of Rights to Pursue Causes of Action. Pursuant
to Section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtor (as
representatives of the Debtor's estate) will retain and have the exclusive right
to enforce against any Entity any and all Causes of Action (including, without
limitation, all Causes of Action arising under Sections 510, 544 through 550 and
553 of the Bankruptcy Code or otherwise arising under the Bankruptcy Code and/or
those arising under other applicable law) that arose before the Effective Date,
including all Causes of Action of a trustee and debtor-in-possession under the
Bankruptcy Code, other than those expressly released or compromised as part of
or pursuant to this Plan (including those specified under the GMAC Waiver and
Injunction); provided, however, that all Causes of Action that arose before the
Effective Date relating to any of the Distributions received by the holder of
the TransTexas Senior Secured Note Claims pursuant to Section 5.03(a) and not
reallocated pursuant to Section 5.03(b) are hereby assigned to Firstar on behalf
of the TEC Bondholders.
Section 7.19 Reviewer Proceedings. All Disputed Secured Claims of a M&M
Lien Claimant, other than the Excluded M&M Lien Claimants, shall be referred to
the Reviewer. The Reviewer shall make findings of fact and shall refer all
questions of law to the Bankruptcy Court. The Reviewer shall enter findings and
conclusions as to the allowance of a Disputed Secured Claim of a M&M Lien
Claimant; provided, however, that any party may obtain a trial de novo before
the Bankruptcy Court by appealing the Reviewer's finding and conclusions within
10 days of the Reviewer's Filing of his report to the Bankruptcy Court.
Section 7.20 Instructions Regarding Sale of New Senior Preferred Stock.
Subsequent to the Effective Date or as soon thereafter as practicable, the
Debtor will deliver to the Disbursing Agent five million shares of New Senior
Preferred Stock. The Executive Committee will instruct the Disbursing Agent when
to sell the shares of the New Senior Preferred Stock. The Executive Committee
intends to sell the stock as soon as commercially practicable.
Section 7.21 Payment of Allowed Class 8 Claims. On the Effective Date,
the Debtor will transmit to the Disbursing Agent the Maximum GUC Cash Amount and
five million shares of the New Senior Preferred Stock. The Disbursing Agent will
keep the proceeds received on account of Class 8 Claims in a segregated account
strictly and solely for the benefit of Class 8 Claimants and neither the Debtor
nor Reorganized TransTexas shall retain any interest in such segregated account.
The Disbursing Agent shall account to the Executive Committee with respect to
any Distribution made from these segregated funds.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 36
<PAGE> 46
ARTICLE VIII
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Section 8.01 Assumption Generally. Except as otherwise provided in this
Plan or in any order of the Bankruptcy Court, subject to the occurrence of the
Effective Date, on the Effective Date, pursuant to Section 365 of the Bankruptcy
Code, all executory contracts and unexpired leases not listed on the Schedule of
Rejected Contracts to be served and Filed by the Debtor at least five (5) days
before the Confirmation Hearing (the "Schedule of Rejected Contracts"), or which
is not the subject of a motion to reject as of the Confirmation Date, and is not
rejected under Section 8.06 hereof, are assumed, subject to the same rights that
the Debtor or the Reorganized Debtor held or holds at, on, or after the Petition
Date to modify or terminate such agreements under applicable nonbankruptcy law.
Each contract and lease assumed under this Section shall be assumed only to the
extent, if any, that it constitutes an executory contract or unexpired lease,
and nothing contained herein shall constitute an admission by the Debtor or the
Reorganized Debtor that such contract or lease is an executory contract or
unexpired lease or that the Debtor or the Reorganized Debtor has any liability
thereunder. To the extent the Bankruptcy Court, or any other court of competent
jurisdiction, determines, either before, on, or after the Effective Date, that
any agreement in the form of a lease of real or personal property identified for
assumption in this Article VIII of the Plan, is, in fact, a secured transaction,
the resulting secured indebtedness arising from such determination shall be
treated in accordance with the applicable section of the Plan. Each executory
contract and unexpired lease assumed pursuant to this Article VIII shall revest
in and be fully enforceable by the Reorganized Debtor in accordance with its
terms, except as modified by the provisions of the Plan, any order of the
Bankruptcy Court authorizing and providing for its assumption, or applicable
federal law.
Section 8.02 Approval of Assumptions. Subject to the occurrence of the
Effective Date, the Confirmation Order (except as otherwise provided therein)
shall constitute an order of the Bankruptcy Court approving the assumptions,
revestments and, to the extent not subject to dispute as set forth in Section
8.04, of the "cure" amounts described in this Article VIII and the Cure Amount
Schedule attached to the Schedule of Rejected Contracts pursuant to Section 365
of the Bankruptcy Code effective as of the Effective Date.
Section 8.03 Objections to Assumption of Executory Contracts and
Unexpired Leases.
(a) Any Entity objecting to the Debtor's proposed assumption of an
executory contract or unexpired lease based on a lack of adequate assurance of
future performance or on any ground other than the adequacy of the "cure" amount
set forth in the Cure Amount Schedule, shall have Filed and served a written
objection to the assumption of such contract or lease on or before 4:30 p.m.
Central Standard Time on November 4, 1999. Failure to File an objection within
the time period set forth above shall constitute consent to the assumption and
revestment of those contracts and leases, including an acknowledgment that the
proposed assumption provides adequate assurance of future performance.
(b) If any Entity Files an objection to assumption based on any ground
other than the adequacy of the "cure" amount set forth in the Cure Amount
Schedule, and the Bankruptcy Court ultimately determines that the Debtor cannot
assume the executory contract or lease or that the Debtor cannot provide
adequate assurance of future performance as proposed or in any modified
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 37
<PAGE> 47
proposal submitted by the Debtor or the Reorganized Debtor, then the unexpired
lease or executory contract shall automatically thereupon be deemed to have been
included on the Schedule of Rejected Contracts and shall be rejected pursuant to
Section 8.06 hereof.
Section 8.04 Objections to Proposed "Cure" Amounts.
(a) The Debtor believes that any executory contract of the Debtor that
is not listed on the Schedule of Rejected Contracts or in the Cure Amount
Schedule may be assumed by the Debtor without the payment of any monetary cure
amount. Any party to an executory contract or unexpired lease to be assumed that
asserts arrearages or damages pursuant to Section 365(b)(1) of the Bankruptcy
Code that exceeds the amount set forth in the Cure Amount Schedule, or which is
not listed therein and pertains to an executory contract not listed in the
Schedule of Rejected Contracts must have Filed and served an objection to the
proposed cure amount on or before 4:30 p.m. Central Standard Time on November 4,
1999. Failure to assert arrearages different from the amount set forth on the
Cure Amount Schedule or which pertains to an executory contract not listed in
the Schedule of Rejected Contracts or the Cure Amount Schedule within the time
period set forth above shall constitute consent to the cure amount set forth in
the Cure Amount Schedule or to the Debtor's position that no cure amount must be
paid and an acknowledgment that the amount identified for "cure" on the Cure
Amount Schedule is the only amount necessary to cover any and all outstanding
defaults under the respective executory contract or unexpired lease to be
assumed and an acknowledgment that no other defaults exist under said contract
or lease.
(b) To the extent that any objections to the amounts set forth in the
Cure Amount Schedule are timely Filed and served and such objections are not
resolved between the Debtor and the objecting Entities, the Bankruptcy Court
shall resolve such disputes at a hearing to be held at a date to be determined
by the Bankruptcy Court at the Confirmation Hearing. The resolution of such
disputes shall not affect the Debtor's assumption of the contracts or leases
that are subject of such a dispute, but rather shall affect only the "cure"
amount the Debtor must pay in order to assume such contract or lease.
Notwithstanding the immediately preceding sentence, if the Debtor in its
discretion determines that the amount asserted to be the necessary "cure" amount
would, if ordered by the Bankruptcy Court, make the assumption of the contract
or lease imprudent, then the Debtor may, prior to or at the Confirmation
Hearing, elect to (1) reject the contract or lease pursuant to Section 8.06
hereof, or (2) request an expedited hearing on the resolution of the "cure"
dispute, exclude assumption or rejection of the contract or lease from the scope
of the Confirmation Order, and retain the right to reject the contract or lease
pursuant to Section 8.06 hereof pending the outcome of such dispute.
Section 8.05 Payment Related to Assumption of Executory Contracts and
Unexpired Leases. If not the subject of dispute pursuant to Section 8.04 hereof
as of Confirmation Date, any monetary defaults under each executory contract and
unexpired lease to be assumed under the Plan shall be satisfied by the Debtor,
pursuant to Section 365(b)(1) of the Bankruptcy Code, by payment of the amount
set forth in the Cure Amount Schedule or such other amount as ordered by the
Bankruptcy Court or agreed upon by the Debtor in Cash within 60 days following
the Effective Date or on such other terms as agreed to by the parties to such
executory contract or unexpired lease. In the event of a dispute pursuant to
Section 8.04, payment of the amount otherwise payable
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 38
<PAGE> 48
hereunder shall be made following entry of a Final Order or agreement by the
Debtor or the Reorganized Debtor, as the case may be, and the party to the
contract or lease.
Section 8.06 Executory Contracts and Unexpired Leases to be Rejected.
(a) Effective as of, and subject to the occurrence of, the Effective
Date, the executory contracts and unexpired leases listed on the Schedule of
Rejected Contracts shall be rejected as of the Effective Date. The Debtor may
amend the Schedule of Rejected Contracts at any time prior to the Confirmation
Hearing (i) by Filing such amendment with the Bankruptcy Court and serving it on
parties directly affected by the amendment; or (ii) with Bankruptcy Court
approval after a hearing on notice to the Creditors' Committee and the affected
parties. Listing a contract or lease by category above or on the Schedule of
Rejected Contracts shall not constitute an admission by the Debtor or the
Reorganized Debtor that such contract or lease, including related agreements, is
an executory contract or unexpired lease or that the Debtor or the Reorganized
Debtor have any liability thereunder.
(b) The Confirmation Order shall constitute an order of the Bankruptcy
Court approving such rejections on the Confirmation Date, pursuant to Section
365 of the Bankruptcy Code, effective as of the Effective Date. Any party to an
executory contract or unexpired lease identified for rejection as provided
herein may, within the same deadline and in the same manner established for
Filing objections to Confirmation, file any objection thereto. Failure to file
any such objection within the time period set forth above shall constitute
consent and agreement to the rejection.
Section 8.07 Bar Date for Rejection Damages. If the rejection of an
executory contract or unexpired lease pursuant to Section 8.06 above gives rise
to a Claim by the other party or parties to such contract or lease, such Claim,
to the extent that it is timely Filed and is a Miscellaneous Secured Claim,
shall be classified in Class 6, and to the extent that it is timely Filed and is
a General Unsecured Claim, shall be classified in Class 8 or Class 10, as the
case may be; provided, however, that in either event any Claim arising from the
rejection shall be forever barred and shall not be enforceable against the
Debtor, the Reorganized Debtor, their affiliates, their successors, estates, or
their properties, unless a proof of Claim is Filed and served on the Debtor or
the Reorganized Debtor within thirty days after the earlier of (a) the date of
entry of the first order of the Bankruptcy Court rejecting the executory
contract or unexpired lease, or (b) the Confirmation Date.
Section 8.08 Contracts Entered Into on or After the Petition Date. On
the Effective Date, all contracts, leases, and other agreements entered into by
the Debtor on or after the Petition Date, which agreements have not been
terminated in accordance with their terms on or before the Confirmation Date
shall revest in and remain in full force and effect as against the Reorganized
Debtor and the other parties to such contracts, leases and other agreements.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 39
<PAGE> 49
ARTICLE IX
DISCHARGE, RELEASES AND INDEMNIFICATION
Section 9.01 Discharge of All Claims and Interests and Releases.
(a) Except as otherwise specifically provided by this Plan, the
Confirmation (subject to the occurrence of the Effective Date) shall discharge
the Debtor and the Reorganized Debtor from any debt that arose before the
Confirmation Date, and any debt of the kind specified in Sections 502(g), 502(h)
or 502(i) of the Bankruptcy Code, whether or not a proof of Claim is Filed or is
deemed Filed, whether or not such Claim is an Allowed Claim, and whether or not
the holder or such Claim has voted on this Plan.
(b) Except as otherwise specifically provided by this Plan, the
Distributions and rights that are provided in this Plan shall be in complete
satisfaction, discharge and release, effective as of the Confirmation Date (but
subject to the occurrence of the Effective Date) of (i) all Claims and Causes of
Action against, liabilities of, liens on, obligations of and Interests in the
Debtor or the Reorganized Debtor and the assets and properties of the Debtor or
the Reorganized Debtor, whether known or unknown, and (ii) all Causes of Action
(whether known or unknown, either directly or derivatively through the Debtor or
the Reorganized Debtor) against, Claims (as defined in Section 101 of the
Bankruptcy Code) against, liabilities (as guarantor of a Claim or otherwise) of,
Liens on the direct or indirect assets and properties of, and obligations of
successors and assigns of, the Debtor, the Reorganized Debtor and their
successors and assigns based on the same subject matter as any Claim or Interest
or based on any act or omission, transaction or other activity or security,
instrument or other agreement of any kind or nature occurring, arising or
existing prior to the Effective Date that was or could have been the subject of
any Claim or Interest, in each case regardless of whether a proof of Claim or
Interest was Filed, whether or not Allowed and whether or not the holder of the
Claim or Interest has voted on this Plan.
(c) On the Effective Date, the Debtor and the Reorganized Debtor, on
behalf of itself and its subsidiaries, shall be deemed to release
unconditionally, and hereby is deemed to release unconditionally on such date
(i) each present or former officer, director, shareholder, employee, consultant,
attorney, accountant and other representatives of the Debtor, other than
Jefferies and its affiliates, (ii) the Entities serving on the Creditors'
Committee and, solely in their capacity as members or representatives of the
Creditors' Committee, each consultant, attorney, accountant or other
representative or member of the Creditors' Committee, (iii) the Entities serving
on the Bondholder Committee at any time in the Chapter 11, and, solely in their
capacity as representatives of such holders, each of such Entity's respective
officers, directors, shareholders, partners, agents, employees, consultants,
attorneys, accountants, advisors, affiliates and other representatives, (iv) the
Entities serving on the SubDebt Committee and, solely in their capacity as
members or representatives of the SubDebt Committee, each consultant, attorney,
accountant or other representative or member of the SubDebt Committee, (v)
Firstar, as Indenture Trustee, and, solely in their capacity as representatives
of Firstar, as Indenture Trustee, each of Firstar's officers, directors,
shareholders, partners, agents, employees, consultants, attorneys, accountants,
advisors, affiliates and other representatives, (vi) Bank One, as Indenture
Trustee, and, solely in their capacity
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 40
<PAGE> 50
as representatives of Bank One, as Indenture Trustee, each of Bank One's
officers, directors, shareholders, partners, agents, employees, consultants,
attorneys, accountants, advisors, affiliates and other representatives, (vii)
GMAC and, solely in their capacity as representatives of GMAC, each of GMAC's
officers, directors, shareholders, partners, agents, employees, consultants,
attorneys, accountants, advisors, affiliates and other representatives and
(viii) the Bondholder Lenders and, solely in their capacity as representatives
of such holders, each of such holder's respective officers, directors,
shareholders, partners, agents, employees, consultants, attorneys, accountants,
advisors, affiliates and other representatives (ix) the Production Payment
Holder, and solely in their capacity as representatives of Production Payment
Holder (in its capacity as such), each of the Production Payment Holder's
officers, directors, shareholders, partners, agents, employees, attorneys,
accountants and other representatives (the Entities specified in clauses (i)
through (ix) are referred to collectively as the "Releasees"), from any and all
Claims, obligations, suits, judgments, damages, rights, causes of action and
liabilities whatsoever, whether known or unknown, foreseen or unforeseen,
existing or hereafter arising, in law, equity or otherwise, based in whole or in
part upon or related to any act or omission, transaction, event or other
occurrence taking place on or prior to the Effective Date in any way relating to
the Debtor, the Reorganized Debtor, the Chapter 11 Case, or the Plan, except
that no Releasees shall be released from acts or omissions which are the result
of willful misconduct and except that no officers or directors of the Debtor
shall be released with respect to (x) any indebtedness of such Releasee to
Debtor or Debtor-in-Possession for money borrowed by such Releasee, (y) any
setoff or counterclaim Debtor or Debtor-in-Possession may have or assert against
any such Releasee, provided that the aggregate amount thereof shall not exceed
the aggregate amount of any Claims held or asserted by such Releasee against
Debtor or Debtor-in-Possession, as the Case may be and (z) Claims arising from
the fraud, willful misconduct or gross negligence of, or the usurping of any
corporate opportunity by, such Releasee. Nothing contained in this Section is
intended to limit or otherwise qualify the GMAC Waiver and Injunction.
(d) On the Effective Date, each holder of a Claim and/or an Interest,
other than as otherwise provided in the Plan or the Confirmation Order, shall be
deemed to have released unconditionally, and hereby is deemed to release
unconditionally on such date, the Releasees, from any and all rights, Claims,
causes of action, obligations, suits, judgments, damages and liabilities
whatsoever which any such holder may be entitled to assert, whether known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity
or otherwise, based in whole or in part upon or relating to any act or omission,
transaction, event or other occurrence taking place on or before the Effective
Date in any way relating to the Reorganized Debtor, the Debtor, the Chapter 11
Case or the Plan, except that no Releasees shall be released from acts or
omissions which are the result of fraud, willful misconduct, gross negligence,
or with respect to officers and directors of the Debtor, the usurpation of any
corporate opportunity.
(e) If and to the extent that the Bankruptcy Court concludes that the
Plan cannot be confirmed with any portion of the foregoing releases, then the
Debtor, with the prior consent of the Bondholder Committee and GMAC, reserves
the right to amend the Plan so as to give effect as much as possible to the
foregoing releases, or to delete them.
Section 9.02 Indemnification. Notwithstanding any other provisions of
the Plan, the obligations of the Debtor to indemnify its present and former
directors, officers and employees
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 41
<PAGE> 51
against any obligations, liabilities, costs or expenses pursuant to the articles
of incorporation or by-laws of the Debtor, applicable state law, specific
agreement or any combination of the foregoing shall not survive the Effective
Date and shall be discharged, regardless of whether indemnification is owed in
connection with an event occurring prior to, upon or subsequent to the Petition
Date, provided, however, that the Reorganized Debtor shall take all such actions
as are necessary to maintain in full force and effect the existing insurance
policies until such time as it may expire by its terms and directors and
officers of the Debtor covered by the existing insurance policies shall be
entitled to make Claims thereunder pursuant to the terms thereof notwithstanding
the provisions of this Section 9.02.
Section 9.03 Conclusion of Chapter 11 Case and Dissolution of
Creditors' Committee and SubDebt Committee.
Except with respect to any appeal of an order in the Chapter 11 Case,
and any matters related to any proposed modification of the Plan, on the
Effective Date, the Creditors' Committee and the SubDebt Committee shall be
dissolved and the members, employees, agents, advisors, affiliates and
representatives (including, without limitation, attorneys, financial advisors,
and other Professionals) of each thereof shall thereupon be released from and
discharged of and from all further authority, duties, responsibilities and
obligations related to, arising from and in connection with or related to the
Chapter 11 Case and shall be indemnified (including for reasonable attorneys'
fees and costs) by the Reorganized Debtor for any and all acts performed, or
omissions, in connection with or related to the Chapter 11 Case, except for acts
or omissions as shall constitute fraud, willful misconduct or gross negligence
of their duties. Notwithstanding the foregoing, for a period not to exceed two
(2) years from the Effective Date, the Executive Committee (and its counsel)
shall continue for the sole purpose of monitoring and, if necessary,
participating in the claims objection process of the Debtor and the sale of the
five million shares of New Senior Preferred Stock. Unless otherwise ordered by
the Bankruptcy Court, on the second anniversary of the Effective Date, the
Executive Committee and its counsel shall be released from any further
responsibilities and obligations related to the Chapter 11 Case and shall be
indemnified for all reasonable attorney's fees and costs incurred by counsel for
the Executive Committee in performing the duties contemplated by the Plan to be
performed by the Executive Committee.
ARTICLE X
CONDITIONS TO OCCURRENCE OF THE EFFECTIVE DATE
Section 10.01 Conditions to Occurrence of the Effective Date. The
following are conditions precedent to the occurrence of the Effective Date:
(a) The Confirmation Order shall have been entered and become a Final
Order in form and substance satisfactory to the Debtor, GMAC, and the Bondholder
Committee.
(b) The Debtor shall have sufficient Cash under the Post Confirmation
Credit Facility and otherwise to satisfy all Cash obligations under the Plan due
on or as of the Effective Date, including but not limited to the Maximum GUC
Cash Amount.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 42
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(c) The Amended Certificate of Incorporation shall have been filed with
the Secretary of State of Delaware in accordance with such State's corporation
laws and the Amended By-Laws shall have been adopted by the Reorganized Debtor
and in form and substance acceptable to the Bondholder Committee.
(d) All authorizations, consents and regulatory approvals required, if
any, in connection with the Plan's effectiveness shall have been obtained.
(e) No order of a court shall have been entered and shall remain in
effect restraining the Debtor from consummating the Plan.
(f) The Debtor and the Bondholder Committee shall each have approved
each of the Plan Documents and such Plan Documents shall have been executed in
accordance with their terms.
(g) All amounts required to be paid pursuant to Section 3.02 shall have
been paid in full in Cash to the Bondholder Lenders.
(h) The Maximum GUC Cash Amount shall have been deposited in a
segregated account for the benefit of the Class 8 Claimants.
Section 10.02 Waiver of Conditions to Occurrence of the Effective Date.
The Debtor may waive, with the prior consent of the Bondholder Committee, one or
more of the conditions to the occurrence of the Effective Date except
subparagraph (h) above.
ARTICLE XI
EFFECTS OF PLAN CONFIRMATION
Section 11.01 Binding Effect. Upon Confirmation, and pursuant to
Section 1141(a) of the Bankruptcy Code, the provisions of the Plan will bind the
Debtor, the Bondholder Committee, the Creditors Committee, the SubDebt
Committee, GMAC and all Creditors and Interest holders, including their
successors and assigns, whether or not they accept the Plan. The Claims and
Distributions under the Plan to Creditors and holders of Interests are in full
and complete settlement of all Claims and Interests.
Section 11.02 Reorganized Debtor. The Debtor shall, as the Reorganized
Debtor, continue to exist after the Effective Date as a separate corporate
Entity, with all the powers of a corporation under applicable law, without
prejudice to any right to terminate such existence (whether by merger or
otherwise) under applicable law after the Effective Date.
Section 11.03 Revesting and Vesting. Except as otherwise provided in
this Plan, pursuant to Section 1123(a)(5) and 1141 of the Bankruptcy Code, all
property comprising the Estate shall revest in the Reorganized Debtor or its
successor, free and clear of all Claims, Liens, charges, encumbrances and
Interests of Creditors and equity security holders on the Effective Date. As of
the Effective Date, the Reorganized Debtor may operate its businesses and use,
acquire and dispose
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 43
<PAGE> 53
of property and settle and compromise Claims or Interests without supervision of
the Court free of any restrictions of the Bankruptcy Code or Bankruptcy Rules,
other than those restrictions expressly imposed by the Plan and the Confirmation
Order. Without limiting the foregoing, the Reorganized Debtor may pay the
charges it incurs for Professional fees, disbursements, expenses, or related
support services after the Effective Date without any application to the Court.
Section 11.04 Injunction. Except as otherwise provided in the Plan, the
Confirmation Order shall provide, among other things, that all Entities who have
held, hold or may hold Claims against or Interests in the Debtor are, with
respect to any such Claims or Interests, permanently enjoined from and after the
Confirmation Date from: (a) commencing, conducting or continuing in any manner,
directly or indirectly, any suit, action or other proceeding of any kind
(including, without limitation, any proceeding in a judicial, arbitral,
administrative or other forum) against or affecting the Debtor, the Reorganized
Debtor, any member of the Bondholder Committee or Firstar, any of their
property, or any direct or indirect transferee of any property of, or direct or
indirect successor in interest to, the Debtor, or any property of any such
transferee or successor; (b) enforcing, levying, attaching (including, without
limitation, any pre-judgment attachment), collecting or otherwise recovering by
any manner or means, whether directly or indirectly, of any judgment, award,
decree or order against the Debtor, the Reorganized Debtor, any member of the
Bondholder Committee or Firstar, any of their property, or any direct or
indirect transferee of any property of, or direct or indirect successor in
interest to, the Debtor, or any property of any such transferee or successor;
(c) creating, perfecting or otherwise enforcing in any manner, directly or
indirectly, any encumbrance of any kind against the Debtor, the Reorganized
Debtor, any member of the Bondholder Committee or Firstar, any of their
property, or any direct or indirect transferee of any property of, or successor
in interest to, any of the foregoing Entities; (d) asserting any right of
setoff, subrogation, or recoupment of any kind, directly or indirectly, against
any obligation due the Debtor, the Reorganized Debtor, any member of the
Bondholder Committee or Firstar, any of their property, or any direct or
indirect transferee of any property of, or successor in interest to, the Debtor;
and (e) acting or proceeding in any manner, in any place whatsoever, that does
not conform to or comply with the provisions of the Plan. The foregoing
injunction shall not apply to Firstar as the New Senior Secured Notes Indenture
Trustee.
ARTICLE XII
ADMINISTRATIVE PROVISIONS
Section 12.01 Retention of Jurisdiction. Notwithstanding entry of the
Confirmation Order, the Bankruptcy Court shall retain jurisdiction as is legally
permissible, including, without limitation, for the following purposes:
(a) to determine (i) any Disputed Claims, Disputed Interests and all
related Claims accruing after the Confirmation Date including rights and
liabilities under contracts giving rise to such Claims, (ii) the validity,
extent, priority and nonavoidability of consensual and nonconsensual liens and
other encumbrances, (iii) preconfirmation tax liability pursuant to Section 505
of the Bankruptcy Code, and (iv) controversies and disputes regarding the
interpretation of the Plan and documents executed in connection therewith;
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 44
<PAGE> 54
(b) to allow, disallow, estimate, liquidate or determine any Claim or
Interest against the Debtor and to enter or enforce any order requiring the
Filing of any such Claim or Interest before a particular date;
(c) to approve all matters related to the assumption, assumption and
assignment, or rejection of any executory contract or unexpired lease of any of
the Debtor pursuant to Section 365 of the Bankruptcy Code and Article VII
herein;
(d) to determine requests for payment of administrative expenses
entitled to priority under Section 507(a)(1) of the Bankruptcy Code, including
compensation of parties entitled thereto;
(e) to resolve controversies and disputes regarding the interpretation
and implementation of this Plan, any disputes relating to whether or not a
timely and proper proof of Claim was Filed or whether a Disallowed Claim or
Disallowed Interest should be reinstated;
(f) to implement the provisions of this Plan and entry of orders in aid
of confirmation and consummation of this Plan;
(g) to modify the Plan pursuant to Section 1127 of the Bankruptcy Code;
(h) to adjudicate any and all Causes of Action that arose in these
Chapter 11 Case preconfirmation or in connection with the implementation of this
Plan, whether or not pending on the Confirmation Date, including without
limitation, any remands of appeals;
(i) to resolve disputes concerning any reserves with respect to
Disputed Claims, Disputed Interests or the administration thereof;
(j) to resolve any disputes concerning whether a person or entity had
sufficient notice of the Chapter 11 Case, the applicable Claims bar date, the
hearing on the approval of the Disclosure Statement as containing adequate
information, the hearing on the confirmation of this Plan for the purpose of
determining whether a Claim or Interest is discharged hereunder or for any other
purpose;
(k) to determine any and all applications, Claims, Interests, pending
adversary proceedings and contested matters (including, without limitation, any
adversary proceeding or other proceeding to recharacterize agreements or
reclassify Claims or Interests) in these Chapter 11 Case;
(l) to enter and implement such orders as may be appropriate in the
event the Confirmation Order is for any reason stayed, revoked, modified, or
vacated;
(m) to seek the issuance of such orders in aid of execution of the
Plan, to the extent authorized by Section 1142 of the Bankruptcy Code;
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 45
<PAGE> 55
(n) to consider any modifications of the Plan, to cure any defect or
omission, or reconcile any inconsistency in any order of the Court, including,
without limitation, the Confirmation Order;
(o) to recover all assets of the Debtor and property of the Estate,
wherever located, including any Causes of Action under Sections 544 through 550
of the Bankruptcy Code;
(p) to hear and resolve matters concerning state, local, and federal
taxes in accordance with Sections 346, 505, and 1146 of the Bankruptcy Code;
(q) to hear any other matter not inconsistent with the Bankruptcy Code;
(r) to resolve any and all disputes or controversies relating to
Distributions to be made, and/or reserves to be established, under this Plan,
including, without limitation, Distributions to be made by the Indenture
Trustee;
(s) to enter a final decree closing the Chapter 11 Case;
(t) to enforce the injunction granted under Section 11.03 of the Plan
and to enforce the GMAC Waiver and Injunction;
(u) to hear, resolve and adjudicate matters relating to litigation
commenced by Firstar after the Effective Date;
(v) to resolve issues regarding the administration of Distributions to
holders of TEC Senior Secured Notes; and
(w) to approve settlements relating to (u) and (v) above.
Section 12.02 Jurisdiction Over the Reorganized Debtor. Notwithstanding
the jurisdiction retained in Section 12.01 hereof, from and after the Effective
Date, the Bankruptcy Court shall not have the power to issue any order which
modifies the Reorganization Securities or the rights of the holders thereof with
respect to such Reorganization Securities.
Section 12.03 Cram Down. If all of the applicable requirements for
confirmation of the Plan are met as set forth in Section 1129(a) of the
Bankruptcy Code except subsection (8) thereof, the Debtor may request the Court
to confirm the Plan pursuant to Section 1129(b) of the Bankruptcy Code,
notwithstanding the requirements of such subsection (8), on the basis that the
Plan is fair and equitable and does not discriminate unfairly with respect to
any Impaired Class that does not vote to accept this Plan as described in the
Disclosure Statement.
Section 12.04 Modification of the Plan. The Debtor reserves the right,
with the prior consent of GMAC and the Bondholder Committee, to alter, amend or
modify the Plan prior to the entry of the Confirmation Order. After the entry of
the Confirmation Order, the Debtor may, upon order of the Bankruptcy Court and
with the prior consent of the Bondholder Committee, alter, amend or modify the
Plan in accordance with Section 1127(b) of the Bankruptcy Code, or remedy any
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 46
<PAGE> 56
defect or omission or reconcile any inconsistency in the Plan in such manner as
may be necessary to carry out the purpose and intent of the Plan.
Section 12.05 Exemption from Certain Transfer Taxes. Pursuant to
Section 1146(c) of the Bankruptcy Code: (a) the issuance, transfer or exchange
of any securities, instruments or documents; (b) the creation of any other lien,
mortgage, deed of trust or other security interest; (c) the making or assignment
of any lease or sublease or the making or delivery of any deed or other
instrument of transfer under, pursuant to, in furtherance of, or in connection
with, the Plan, including, without limitation, any deeds, bills of sale or
assignments executed in connection with any of the transactions contemplated
under the Plan or the revesting, transfer or sale of any real or personal
property of the Debtor pursuant to, in implementation of, or as contemplated in
the Plan, and (d) the issuance, renewal, modification or securing of
indebtedness by such means, and the making, delivery or recording of any deed or
other instrument of transfer under, in furtherance of, or in connection with,
the Plan, including, without limitation, the Confirmation Order, shall not be
subject to any document recording tax, stamp tax, conveyance fee or other
similar tax, mortgage tax, real estate transfer tax, mortgage recording tax or
other similar tax or governmental assessment. Consistent with the foregoing,
each recorder of deeds or similar official for any county, city or governmental
unit in which any instrument hereunder is to be recorded shall, pursuant to the
Confirmation Order, be ordered and directed to accept such instrument, without
requiring the payment of any filing fees, documentary stamp tax, deed stamps,
stamp tax, transfer tax, intangible tax or similar tax.
Section 12.06 Setoffs. Except for Distributions to holders of allowed
Bondholder DIP Claims and allowed GMAC Claims (as to which the Debtor and
Reorganized Debtor shall have no right of setoff and/or recoupment) and as
otherwise provided in the Plan, agreements entered into in connection with the
Plan, the Confirmation Order, or in agreements previously approved by Final
Order of the Bankruptcy Court, the Debtor or the Reorganized Debtor, may but
will not be required to, set off against any Claim and the Distributions made
with respect to the Claim, before any Distribution is made on account of such
Claim, any and all of the Claims, rights and causes of action of any nature that
the Debtor or the Reorganized Debtor may hold against the holder of such Claim;
provided, however, that neither the failure to effect such a setoff, the
allowance of any Claim hereunder, any other action or omission of the Debtor or
the Reorganized Debtor, nor any provision of this Plan shall constitute a waiver
or release by the Debtor or the Reorganized Debtor of any such Claims, rights
and causes of action that the Debtor or the Reorganized Debtor may possess
against such holder. To the extent the Reorganized Debtor fails to set off
against a holder of a Claim or Interest and seek to collect a Claim from the
holder of such Claim or Interest after a Distribution to the holder of such
Claim or Interest pursuant to the Plan, the Reorganized Debtor shall be entitled
to full recovery on its Claim against the holder of such Claim or Interest.
Section 12.07 Compromise of Controversies. Pursuant to Bankruptcy Rule
9019, and in consideration for the classification, Distribution and other
benefits provided under the Plan, the provisions of this Plan shall constitute a
good faith compromise and settlement of all Claims or controversies resolved
pursuant to the Plan. The entry of the Confirmation Order shall constitute the
Bankruptcy Court's approval of each of the foregoing compromises or settlements,
and all other compromises and settlements provided for in the Plan, and the
Bankruptcy Court's findings shall
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 47
<PAGE> 57
constitute its determination that such compromises and settlements are in the
best Interests of the Debtor, the Reorganized Debtor, the Estates, and any
Entity holding Claims against the Debtor.
Section 12.08 Withdrawal or Revocation of the Plan. The Debtor reserves
the right, with the prior consent of the Bondholder Committee, to revoke or
withdraw the Plan prior to the Confirmation Date. If the Plan is revoked or
withdrawn, or if the Confirmation Date does not occur, the Plan shall have no
force and effect.
Section 12.09 Successors and Assigns. The rights, benefits and
obligations of any Entity named or referred to in the Plan shall be binding on,
and shall inure to the benefit of, the heirs, executors, administrators,
successors and/or assigns of such Entity.
Section 12.10 Governing Law. Except to the extent that the Bankruptcy
Code or Bankruptcy Rules are applicable, the rights and obligations arising
under this Plan shall be governed by and construed and enforced in accordance
with the laws of the State of Texas.
Section 12.11 Notices. All notices, requests or demands for payments
provided for in this Plan shall be in writing and shall be deemed to have been
received, by mail, addressed to:
TransTexas Gas Corporation
1300 North Sam Houston Parkway East
Houston, Texas 77032-2949
Attn: Simon Ward
with copies to:
Gardere & Wynne, L.L.P.
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
Attn: Deirdre B. Ruckman, Esq.
and:
TransTexas Gas Corporation Bondholder Committee
c/o Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
Attn: Michael J. Sage, Esq.
Beth J. Rosen, Esq.
Any of the above may, from time to time, change its address for future notices
and other communications hereunder by Filing a notice of the change of address
with the Bankruptcy Court. Any and all notices given under this Plan shall be
effective when received.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 48
<PAGE> 58
Section 12.12 Severability. Except as to terms which would frustrate
the overall purposes of this Plan, should any provision in this Plan be
determined to be unenforceable, such determination shall in no way limit or
affect the enforceability and operative effect of any or all other provisions of
this Plan.
Section 12.13 Interpretation, Rules of Construction, Computation of
Time, and Choice of Law.
(a) The provisions of the Plan shall control over any descriptions
thereof contained in the Disclosure Statement.
(b) Any term used in the Plan that is not defined in the Plan, either
in Article II (Definitions) or elsewhere, but that is used in the Bankruptcy
Code or the Bankruptcy Rules shall have the meaning assigned to that term in
(and shall be construed in accordance with the rules of construction under) the
Bankruptcy Code or the Bankruptcy Rules. Without limiting the foregoing, the
rules of construction set forth in Section 102 of the Bankruptcy Code shall
apply to the Plan, unless superseded herein.
(c) Unless specified otherwise in a particular reference, all
references in the Plan to Articles, Sections and Exhibits are references to
Articles, Sections and Exhibits of or to the Plan.
(d) Any reference in the Plan to a contract, document, instrument,
release, bylaw, certificate, indenture or other agreement being in a particular
form or on particular terms and conditions means that such document shall be
substantially in such form or substantially on such terms and conditions.
(e) Any reference in the Plan to an existing document or Exhibit means
such document or Exhibit as it may have been amended, restated, modified or
supplemented as of the Effective Date without limitation to the provisions set
forth in Article VI of this Plan.
(f) Captions and headings to Articles and Sections in the Plan are
inserted for convenience of reference only and shall neither constitute a part
of the Plan nor in any way affect the interpretation of any provisions hereof.
(g) In computing any period of time prescribed or allowed by the Plan,
the provisions of Bankruptcy Rule 9006(a) shall apply.
(h) All exhibits, annexes and schedules to the Plan are incorporated
into the Plan, and shall be deemed to be included in the Plan, regardless of
when Filed.
(i) Subject to the provisions of any contract, certificate, bylaws,
instrument, release, indenture or other agreement or document entered into in
connection with the Plan, the rights and obligations arising under the Plan
shall be governed by, and construed and enforced in accordance with, federal
law, including the Bankruptcy Code and Bankruptcy Rules.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 49
<PAGE> 59
(j) Where applicable, references to the singular shall include the
plural, and vice-versa.
Section 12.14 No Admissions. Notwithstanding anything herein to the
contrary, nothing contained in the Plan shall be deemed as an admission by any
Entity with respect to any matter set forth herein.
Section 12.15 Limitation of Liability. None of the Debtor, the
Reorganized Debtor, the Creditors' Committee, the Executive Committee, the
Entities serving on the Bondholder Committee at any time during the Chapter 11
Case, the Bondholder Lenders, the SubDebt Committee, GMAC, Firstar, Bank One,
nor any of their respective officers, directors, partners, employees, members,
agents, advisors, affiliates, underwriters or investment bankers, nor any other
professional persons employed by any of them (collectively, the "Exculpated
Persons"), shall have or incur any liability to any Entity for any act taken or
omission made in good faith in connection with or related to formulating,
negotiating, implementing, confirming or consummating the Plan, the Disclosure
Statement or any Plan Document. The Exculpated Persons shall have no liability
to the Debtor, the Reorganized Debtor, any holder of a Claim, any holder of an
Interest, any other party in interest in the Chapter 11 Case or any other Entity
for actions taken or not taken under the Plan, in connection herewith or with
respect thereto, or arising out of their administration of the Plan or the
property to be distributed under the Plan, in good faith, including, without
limitation, failure to obtain Confirmation or to satisfy any condition or
conditions, or refusal to waive any condition or conditions, to the occurrence
of the Effective Date, and in all respects such Exculpated Persons shall be
entitled to rely upon the advice of counsel with respect to their duties and
responsibilities under the Plan.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 50
<PAGE> 60
Respectfully submitted,
TransTexas Gas Corporation
By:
Name: Ed Donahue
-----------------------------------
Title: Vice President
-----------------------------------
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 51
<PAGE> 61
ANNEX A
PRINCIPAL TERMS OF THE MANAGEMENT AGREEMENT
<TABLE>
<S> <C>
Parties: The Reorganized Debtor and John R. Stanley.
Term: Three years, subject to two one-year extensions at
the option of John R. Stanley, provided certain
performance tests have been met.
Compensation: $300,000 per year. Mr. Stanley will also be given
warrants each year during the term of the Management
Agreement to purchase 37,500 shares of New Common
Stock at an exercise price of $120 per share.
Termination Rights: The Reorganized Debtor will have the right to
terminate the Management Agreement for "cause" (as
defined, including, without limitation, events
customarily constituting cause, as well as a default
by the Reorganized Debtor in the payment of interest
or principal of any two payments due on the New
Senior Secured Notes, the Reorganized Debtor fails to
make dividend payments on any of its capital stock on
a dividend payment date on any two occasions or
redeem the New Senior Preferred Stock when obligated
to do so, a bankruptcy filing by the Reorganized
Debtor and the disability of Mr. Stanley). Upon
termination for the events customarily constituting
cause, Mr. Stanley will cease to be an officer or
director of the Reorganized Debtor. Mr. Stanley may
not be terminated without cause until after the
second anniversary of the date of the Management
Agreement.
Severance Payment: $3 million, if the Management Agreement is terminated
without cause, or $1.5 million, if the Management
Agreement is terminated with cause other than for the
events customarily constituting cause.
</TABLE>
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 52
<PAGE> 62
ANNEX B
PRINCIPAL TERMS OF NEW JUNIOR PREFERRED STOCK
<TABLE>
<S> <C>
Number of Shares: Approximately 20,716,000.(1)
Dividends: Holders of the New Junior Preferred Stock will have
the right to receive quarterly dividends, cumulative
from the Effective Date, in preference to the holders
of any other shares of capital stock of the
Reorganized Debtor, at the rate equal to, (i) until
the sixth anniversary of the Effective Date, $0.10
per share per annum, and (ii) at any time thereafter,
$0.20 per share per annum. Dividends will be paid in
kind (i.e., in additional shares of New Junior
Preferred Stock with an aggregate par value equal to
the dividend amount) until the sixth anniversary of
the Effective Date and in Cash and in kind at a rate
of $0.10 each thereafter. All dividends shall be paid
quarterly in arrears on the last day of the third,
sixth, ninth and twelfth months after the Effective
Date and on successive anniversaries of such dates.
Par Value: $1.00 per share.
Liquidation Preference: Par value per share, plus an amount equal to the
aggregate of all dividends not paid on a dividend
payment date.
Mandatory Redemption: The New Junior Preferred Stock will be required to be
redeemed by the Reorganized Debtor on the tenth
anniversary of the Effective Date, at 100% of the
liquidation preference per share.
Optional Redemption: The Junior Preferred Stock will be redeemable, in
whole or in part, at the option of the Reorganized
Debtor for Cash in an amount equal to the 100% of the
liquidation preference per share thereof at any time
after the New Senior Secured Notes and the New Senior
Preferred Stock have been retired.
Voting Rights: Holders of New Junior Preferred Stock will have one
vote per share, voting together with holders of the
New Common Stock, on all matters on which holders of
the New Common Stock are entitled to vote other than
the election by the holders of the Class B Common
Stock of one director. Additionally, if no shares of
New Senior Preferred Stock are outstanding, the
holders of the Junior Preferred Stock shall have the
rights voting separately as a class to elect two (2)
directors to the Reorganized Debtor's Board of
Directors.
</TABLE>
- --------
(1) This figure represents the maximum number of shares of New Junior
Preferred Stock that will be issued before giving effect to shares of New Junior
Preferred Stock that will be issued as dividends.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 53
<PAGE> 63
<TABLE>
<S> <C>
Mandatory Conversion: Shares of the New Junior Preferred Stock will be
automatically converted into shares of New Common
Stock at the rate of .1168 shares of New Common Stock
for each $1 of liquidation preference of the New
Junior Preferred Stock if either (i) more than 75
million shares of the New Senior Preferred Stock are
outstanding after the sixth anniversary of the
Effective Date or (ii) the Reorganized Debtor fails
to make any two dividend payments on the New Senior
Preferred Stock in accordance with its terms.
Ranking: The New Junior Preferred Stock will rank junior to
the New Senior Preferred Stock, and senior to the New
Common Stock and to all preferred stock of the
Reorganized Debtor, if any, that is expressly stated
to be junior to the New Junior Preferred Stock with
respect to the payment of dividends and amounts upon
the liquidation, dissolution or winding up of the
Reorganized Debtor.
Registration: The New Junior Preferred Stock will be registered
pursuant to the Shelf Registration Statement and
freely tradable, subject to applicable law.
Restrictive Covenants: The New Junior Preferred Stock will contain covenants
limiting the Reorganized Debtor's ability to (a)
incur indebtedness, (b) engage in transactions with
affiliates and related parties, including Mr. John R.
Stanley, (c) dispose of assets or engage in
sale/leaseback transactions, (d) make certain
restricted payments, (e) change the Reorganized
Debtor's line of business, (f) consolidate with or
merge into any other Entity or convey, transfer or
lease substantially all of the Reorganized Debtor's
assets, and (g) authorize or issue any additional
shares of preferred stock (other than shares of New
Senior Preferred Stock and New Junior Preferred Stock
issued to pay dividends in kind).
Additional Issuances: Additional issuances of the New Junior Preferred
Stock (other than shares issued to pay dividends in
kind) will be prohibited.
</TABLE>
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 54
<PAGE> 64
ANNEX C
PRINCIPAL TERMS OF NEW SENIOR PREFERRED STOCK
<TABLE>
<S> <C>
Number of Shares: Approximately 222,455,000.(2)
Dividends: Subject to the right of the Reorganized Debtor to pay
dividends in kind in the first two years, as
described below, holders of the New Senior Preferred
Stock will have the right during the first two years
after the Effective Date to receive quarterly cash
dividends, cumulative from the Effective Date, in
preference to holders of any other shares of capital
stock of the Reorganized Debtor, at a rate equal to
$0.10 per share per annum payable quarterly in
arrears on the last day of the third, sixth, ninth
and twelfth months after the Effective Date and on
successive anniversaries of such dates. During the
first two years after the Effective Date, in lieu of
paying cash dividends, the Reorganized Debtor will be
entitled, at its option, to pay dividends in kind
(i.e., in additional shares of New Senior Preferred
Stock with an aggregate par value equal to the
dividend amount), at a rate equal to $0.20 per share
per annum. After the first two years following the
Effective Date, dividends are payable in cash at the
rate of $0.0775 per share per annum.
Par Value: $1.00 per share.
Liquidation Preference: Par value per share, plus an amount equal to the
aggregate of all dividends not paid on a dividend
payment date.
Mandatory Redemption: The New Senior Preferred Stock will be required to be
redeemed by the Reorganized Debtor on the sixth
anniversary of the Effective Date, at 100% of the
liquidation preference per share.
Optional Redemption: Redeemable at the option of the Reorganized Debtor at
an initial price equal to $0.88 per share, increasing
by $0.005 per share per month to a maximum of 100% of
the liquidation preference per share, provided that
no redemption will be permitted prior to the time the
New Senior Secured Notes have been retired.
Voting Rights: Holders of the New Senior Preferred Stock will have
the right, voting separately as a class, to elect
four (4) of the five (5) directors to the Board of
Directors of the Reorganized Debtor; provided, that
whenever dividends have not been paid on a dividend
payment date commencing two (2) years after the
Effective Date, such holders will
</TABLE>
- --------
(2)This figure represents the maximum number of shares of New Senior
Preferred Stock that will be issued before giving effect to shares of New Senior
Preferred Stock that will be issued as dividends.
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 55
<PAGE> 65
<TABLE>
<S> <C>
have the right, voting separately as a class, to
elect all five (5) directors to the Board of
Directors of the Reorganized Debtor. Holders of the
New Senior Preferred Stock will have one vote per
share, voting together with the New Class A Common
Stock, on all matters on which the holders of the New
Class A Common Stock are entitled to vote generally.
The voting rights of the New Senior Preferred Stock
will not be subject to change absent the consent of
the holders of 75% of the New Senior Preferred Stock,
voting as a class.
Mandatory Conversion: If either (i) more than 75 million shares of the New
Senior Preferred Stock are outstanding after the
sixth anniversary of the Effective Date or (ii) the
Reorganized Debtor fails to make any two dividend
payments on the New Senior Preferred Stock, one-half
of the shares of the New Senior Preferred Stock will
be automatically converted into shares of the New
Common Stock at a rate of .3461 shares of New Common
Stock for each $1 of liquidation preference of the
shares of New Senior Preferred Stock converted. The
remaining shares of the New Preferred Stock will
remain outstanding.
Ranking: The New Senior Preferred Stock will rank senior to
all other capital stock of the Reorganized Debtor
with respect to the payment of dividends and amounts
upon liquidation, dissolution or winding up of the
Reorganized Debtor.
Registration: The New Senior Preferred Stock will be registered
pursuant to the Shelf Registration and freely
tradable, subject to applicable law.
Restrictive Covenants: The New Senior Preferred Stock will contain covenants
limiting the Reorganized Debtor's ability to (a)
incur indebtedness, (b) engage in transactions with
affiliates and related parties, including Mr. John R.
Stanley, (c) dispose of assets or engage in
sale/leaseback transactions, (d) make certain
restricted payments, (e) change the Reorganized
Debtor's line of business, (f) consolidate with or
merge into any other Entity or convey, transfer or
lease substantially all of the Reorganized Debtor's
assets, and (g) authorize or issue any additional
shares of preferred stock (other than shares of New
Senior Preferred Stock and New Junior Preferred Stock
issued to pay dividends in kind).
Additional Issuances: Additional issuances of the New Senior Preferred
Stock (other than shares issued to pay dividends in
kind) will be prohibited.
</TABLE>
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 56
<PAGE> 66
ANNEX D
PRINCIPAL TERMS OF NEW SENIOR SECURED NOTES
<TABLE>
<S> <C>
Principal Amount: $200 million.
Interest: 15% per annum, accruing from the Effective Date,
payable semi-annually in arrears, in cash, beginning
six months after the Effective Date.
Maturity: Five years after the Effective Date.
Mandatory Redemption: None.
Optional Redemption: The New Senior Secured Notes will be redeemable by
the Reorganized Debtor, at its option, in whole or in
part, in cash, at the redemption prices (expressed as
a percentage of the outstanding principal amount) set
forth below, together with accrued and unpaid
interest, if any, to the redemption date:
</TABLE>
<TABLE>
<CAPTION>
If redeemed during the 12- Redemption
month period beginning Price
---------------------- -----
<S> <C>
the Effective Date 115%
1 year after the Effective Date 112%
2 years after the Effective Date 109%
3 years after the Effective Date 106%
4 years after the Effective Date 103%
</TABLE>
<TABLE>
<S> <C>
Collateral: Lien on all Collateral securing the note governed by
the TransTexas Senior Secured Loan Agreement and all
assets securing the Bondholder DIP Facility
(excluding the GMAC Post Confirmation Collateral)
subordinated to the Liens securing the Post
Confirmation Facility and the Extended Bondholder DIP
Facility.
Ranking: The New Senior Secured Notes will be senior
indebtedness of the Reorganized Debtor.
Registration: The New Senior Secured Notes will be registered
pursuant to the Shelf Registration Statement and
freely tradable subject to applicable law.
</TABLE>
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 57
<PAGE> 67
<TABLE>
<S> <C>
Restrictive Covenants: The New Senior Secured Notes Indenture will contain
covenants limiting the Reorganized Debtor's ability
to (a) incur indebtedness, (b) engage in transactions
with affiliates and related parties, including Mr.
John R. Stanley, (c) dispose of assets or engage in
sale/leaseback transactions, (d) issue dividends to
the holders of the New Common Stock, (e) change the
Reorganized Debtor's line of business, and (f)
consolidate with or merge into any other Entity or
convey, transfer or lease substantially all of the
Reorganized Debtor's assets.
Other Provisions: The New Senior Secured Notes Indenture will contain
other customary provisions and such Indenture will be
qualified under the Trust Indenture Act of 1939, as
amended.
</TABLE>
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 58
<PAGE> 68
ANNEX E
PRINCIPAL TERMS OF NEW WARRANTS
<TABLE>
<S> <C>
Amount: 625,000 New Warrants, each to acquire one share of
New Class A Common Stock.
Term: Expire on June 30, 2002.
Exercise Price: $120.00 per share.
Customary Provisions: The New Warrant Agreement will contain customary
terms such as anti-dilution provisions (however, the
anti-dilution provisions will not provide for any
adjustments relating to shares issued upon the
exercise, if any, of any New Warrants issued after
the Effective Date or upon conversion, if any, of the
New Senior Preferred Stock or the New Junior
Preferred Stock).
</TABLE>
Second Amended Plan of Reorganization proposed by
TransTexas Gas Corporation Page 59
<PAGE> 1
EXHIBIT 2.2
UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
CORPUS CHRISTI DIVISION
In re: ) Chapter 11
)
) Case No. 99-21550-C-11
TRANSTEXAS GAS CORPORATION, )
)
)
Debtor. )
ORDER CONFIRMING DEBTOR'S SECOND
AMENDED, MODIFIED AND RESTATED PLAN OF REORGANIZATION
TransTexas Gas Corporation, as debtor and debtor-in-possession
("TransTexas" or the "Debtor"), having Filed (1) its Second Amended Plan of
Reorganization dated September 29, 1999 (the "Second Amended Plan") in
accordance with Section 1121 of the Bankruptcy Code; and the Debtor having Filed
its First Amended Joint Disclosure Statement Pursuant to Section 1125 of the
Bankruptcy Code for the Second Amended Plan of Reorganization of the Debtor, the
Second Amended Plan of Liquidation of TransAmerican Energy Corporation ("TEC"),
and the Second Amended Plan of Liquidation of TransAmerican Refining Corporation
("TARC"), and together with TEC and the Debtor, the "Debtors"), each dated
September 29, 1999 (as amended, the "Disclosure Statement"); and a hearing
having been held before this Court on September 29, 1999, to consider the
adequacy of the Disclosure Statement; and the Court by Order dated September 29,
1999, having approved the Disclosure Statement (the "Disclosure Statement
Order") and by Order dated
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(1) Each term that is capitalized herein and not otherwise defined herein shall
have the meaning ascribed to such term in the Plan (as defined herein) and, if
such term is not defined in the Plan, the Disclosure Statement (as defined
herein).
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 1
<PAGE> 2
October 1, 1999, having approved, among other things, the procedures for the
solicitation and tabulation of votes to accept or reject the Second Amended
Plan (the "Solicitation Order"); and the Disclosure Statement (with a copy of
the Second Amended Plan annexed thereto as Appendix 4), the Disclosure
Statement Order, the Solicitation Order, a ballot or master ballot and related
materials (collectively, the "Solicitation Materials") having been transmitted
to all known holders of Claims and/or Interests entitled to vote on the Second
Amended Plan in accordance with the Disclosure Statement Order and the
Solicitation Order; the Second Amended Plan having been transmitted to each
holder of a Claim and/or an Interest not entitled to vote on the Second Amended
Plan; and the solicitation of acceptances from holders of Claims and/or
Interests having been made within the time and in the manner required by the
Disclosure Statement Order and the Solicitation Order; and that certain
affidavit of service having been Filed with respect to the mailing of the
Solicitation Materials to those holders of Claims and/or Interests entitled to
vote on the Second Amended Plan; and that certain affidavit of service having
been Filed with respect to the mailing of the Solicitation Materials to those
holders of Claims and/or Interests not entitled to vote on the Second Amended
Plan (the Second Amended Plan, together with any amendments that may be made at
the Confirmation Hearing and incorporated into the Second Amended, is
hereinafter referred to as the "Plan"); and objections to confirmation of the
Second Amended Plan having been Filed by (i) Sheldon Independent School
District, Dickenson Independent School District, Crosby Independent School
District and East Chambers County Consolidated Independent School District,
(ii) Jefferies Analytical Trading Group, Inc.; (iii) Wood/Goodrich Mineral
Interest Owners; (iv) Texas Comptroller of Public Accounts and the Texas
Workforce Commission (collectively, the "Texas
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 2
<PAGE> 3
Comptroller"); (v) Zurich American Insurance Company (3); (vi) Alkyonis Shipping
Corp. and Seaport Shipping Corp.; (vii) Chambers County-State of Texas, Harris
County-State of Texas, City of Houston, Houston Independent School District,
Humble Independent School District, Jackson County, Jim Hogg County, Jim Hogg
Independent School District, Live Oak Consolidated Appraisal District, Rio
Grande City Independent School District, Roma Independent School District, Webb
Independent School District, Wharton County Consolidated Appraisal District,
Wharton County-State of Texas and Zapata County (the "Taxing Authorities");
(viii) TransCoastal Marine Services, Inc.; (ix) Chanoco Corp.; (x) The West
Group; (xi) Transportation Insurance Company and Transcontinental Technical
Services, Inc. (collectively, "CNA"); (xii) Talon Development Company,
Hall-Houston Oil Company, LCT Partners, Ltd. Petroleum Technologies, Inc., WI,
Inc., Petropro Exploration, Inc., Anthony Giardinelli, Brian T. Welch, Douglas
W. Shows, High Tech Energy Partners 1998-I, and James H. Davis; (xiii) Merrill
Lynch Corporate Bond Fund, Inc. -- High Income Portfolio, and High River Limited
Partnership (including any and all supplemental objections filed by High River
Limited Partnership); (xiv) Firstar Bank of Minnesota, n/k/a Firstar Bank, N.A.,
as Indenture Trustee; (xv) Edge Petroleum Exploration Co.; (xvi) Royalty Owners
- - Sandra Gonzales, Rachel L. Garza, Ruby Garcia, Manuela Garcia, John A. Perez,
Ralph Perez, Anna Maria Morgan, Diana Cantu, Carlos Tobias, Ralph A. Garcia,
Elva G. Ramirez, Mary Riojas, Sylvia G. Sandoval, Yolanda Hernandez, Angela
Tobias, Antonio (Tony) Tobias, Ray J. Garcia, Rebecca Garcia Gonzales, Mary
Alice Garza, Richard Garza; (xvii) Fleet National Bank; (xviii) the Bondholder
Lenders (as defined below); (xix) Cody Texas, L.P.; (xx) Davis Petroleum Corp.;
(xxi)
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(3) Zurich American Insurance Company also filed an amended
objection to the Second Amended Plan.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 3
<PAGE> 4
Del-Tech Services, Inc.; (xxii) Mallard Bay Drilling, L.L.C.; (xxiii) Royalty
Owners - Mary Young Abshire, Bertie Heyne Glaze, Mary Belle Glaze, M.D., Karen
Gray, Peter M. Heyne, Dale Hunt, Shirley Hunt, Lloyd C. Jones, M.D., Trustee of
Residuary Trust U/W/O G.C.P. Gifford, Donald L. Kirkendall, Alfred S. Krause,
Maureen Krause, Alphonse J. Kubecka, Daniel Kubecka, Lucille B. Kubecka,
Randall W. Kubecka, Peggy T. Manske, Lamont J. Mill and Ruth C. Mill, Trustees
of the Mill Trust, Clara Noska, Leo Noska, Gary Obenhaus, Gertrude R. Obenhaus,
Jack Obenhaus, L. Donald Obenhaus, Dianne T. Ozment, Esther Heyne Phillips,
Shelby Pierce, Luayne Pierce, Thomas James Pierce, Provident Minerals, Agent
Essie Hancock Leslie, et al., Peggy Reckaway, Betty Karen Rees, Boyd W. Rees,
James E. Rees, Mark Reeves, Patricia Kubecka Reynolds, Bernard O. Stone, Jr.,
The Rita Dromgoole Sunderman Partnership, Marsha L. Turner, Barbara J. Vacek,
Fred P. Vacek, Ale T. Veenstra, Mildred Veenstra, Van Veenstra, Floyd Watz,
Margaret Watz, Michael Watz, Pamela Heyne Widell, Clarence F. Wisenbaker,
Edward M. Wisenbaker, Martin G. Wisenbaker, Esther Withers and Lawrence
Withers; (xiv) Aldine Independent School District; (xv) Rees R. Oliver, Jr.;
and (xvi) Carson Energy, Inc.; and the Court having reviewed, among other
things, the Plan, the Disclosure Statement, the Certification of Acceptances
and Rejections of the Second Amended Plan of Reorganization Proposed by
TransTexas Gas Corporation dated February 2, 2000 (the "Ballot Certification")
Filed by the Debtor certifying voting results and the mailing of the
Solicitation Materials, and all objections to confirmation of the Plan not
previously withdrawn; and upon the record of the Confirmation Hearing, and
after due deliberation thereon and
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 4
<PAGE> 5
good cause appearing therefor, the Court makes the following findings of fact
and conclusions of law: (3)
FINDINGS OF FACT AND CONCLUSIONS OF LAW:
A. Jurisdiction. This Court has jurisdiction over the Debtor and the
subject matter of the Confirmation Hearing pursuant to 28 U.S.C. Sections 157(b)
and 1334(a). The Confirmation Hearing is a core proceeding pursuant to 28 U.S.C.
Section 157(b)(1) and (2)(L). Venue of the Chapter 11 Case in this district is
proper pursuant to 28 U.S.C. Sections 1408 and 1409.
B. Solicitation. In accordance with the Disclosure Statement Order and
as evidenced by the Ballot Certification, the Debtor caused (1) the Solicitation
Materials to have been distributed to all known holders of Claims (including the
beneficial holders of the TEC Senior Secured Notes with respect to Class 3)
and/or Interests entitled to vote on the Second Amended Plan, (2) the Second
Amended Plan to have been distributed to each holder of a Claim and/or an
Interest not entitled to vote on the Second Amended Plan and (3) notice of the
Confirmation Hearing and the deadline for voting on Filing objections to the
Second Amended Plan to have been duly given. Such actions constitute due,
sufficient and adequate notice to all known holders of Claims and Interests of
the Plan, the Confirmation Hearing and the deadlines for submitting votes on,
and Filing objections to the confirmation of, the Plan.
C. Procedures for Voting. As evidenced by the Ballot Certification,
the procedures by which ballots for voting on the Plan were received and
tabulated were fair, properly conducted and
- --------------
(3) The following lettered paragraphs shall constitute this Court's findings of
fact and conclusions of law made at the Confirmation Hearing pursuant to
Bankruptcy Rule 7052, which is made applicable to this proceeding by Bankruptcy
Rule 9014. To the extent any finding of fact shall be determined to be a
conclusion of law, it shall be so deemed, and vice-versa.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 5
<PAGE> 6
in accordance with the Bankruptcy Code, the Bankruptcy Rules, the local rules
of this Court and the Disclosure Statement Order.
D. Satisfaction of Confirmation Requirements. Section 1129(a)(1) of
the Bankruptcy Code is satisfied because the Plan complies with all the
applicable provisions of the Bankruptcy Code, including the provisions of
Sections 1122 and 1123 of the Bankruptcy Code:
(1) Proper Classification of Claims and Interests. Section 1122(a)
and 1123(a)(1) of the Bankruptcy Code are satisfied because the Plan properly
designates separate Classes of Claims and Interests, each of which contains
only Claims or Interests that are substantially similar to the other Claims or
Interests within that Class.
(2) Specification of Unimpaired Classes. Section 1123(a)(2) of the
Bankruptcy Code is satisfied because the Plan properly designates Classes of
Claims and Interests as impaired or unimpaired.
(3) Specification of Treatment of Impaired Classes. Section 1123
(a)(3) of the Bankruptcy Code is satisfied because the Plan specifies the
treatment of each Class of Claims and Interests that is impaired under the
Plan, to the extent that the Claims or Interests within such Class are Allowed
Claims or Allowed Interests, respectively.
(4) Equal Treatment Within Classes. Section 1123(a)(4) of the
Bankruptcy Code is satisfied because the Plan provides the same treatment for
each Allowed Claim or Allowed Interest within a particular Class or the holder
of a particular Allowed Claim or Allowed Interest has agreed to a less
favorable treatment of such Claim or Interest.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 6
<PAGE> 7
(5) Implementation of Plan. Section 1123(a)(5) of the Bankruptcy
Code is satisfied because the Plan provides adequate means for its
implementation.
(6) Charter Provisions. Section 1123(a)(6) of the Bankruptcy Code is
satisfied because the Amended Certificate of Incorporation of Reorganized
TransTexas prohibits the issuance of nonvoting equity securities to the extent
prohibited by that Section.
(7) Selection of Officers and Directors. Section 1123(a)(7) of the
Bankruptcy Code is satisfied because the Plan contains only provisions that are
consistent with the interests of holders of Claims and Interests and with
public policy with respect to the manner of selection of the Reorganized
TransTexas' officers and directors, and any successor to such officers and
directors.
(8) Bankruptcy Rule 3016(a). Rule 3016(a) of the Bankruptcy Rules is
satisfied because the Plan is dated and identifies the entity submitting it.
E. Debtor's Compliance with the Applicable Provisions of the
Bankruptcy Code. Section 1129(a)(2) of the Bankruptcy Code is satisfied because
the Debtor has complied with all applicable provisions of the Bankruptcy Code.
F. Plan Proposed in Good Faith. Section 1129(a)(3) of the Bankruptcy
Code is satisfied because the Plan was proposed in good faith and not by any
means forbidden by law. In determining that the Plan has been proposed in good
faith, the Court has examined the totality of circumstances surrounding the
filing of the Chapter 11 Case and the formulation of the Plan. The Chapter 11
Case was filed, the Plan was proposed with the legitimate and honest purposes
of reorganizing the Debtor and expeditiously distributing Cash and securities
in Reorganized TransTexas to the Debtor's creditors and equity security
holders. Further, the Plan is the product of months of extensive, arms'
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 7
<PAGE> 8
length negotiations among the Debtor, the Bondholder Committee, the Creditors'
Committee, the SubDebt Committee, GMAC and the Post Confirmation Credit
Facility Lenders and their respective counsel and financial advisors.
G. Payment for Services and Expenses. Section 1129(a)(4) of the
Bankruptcy Code is satisfied because, to the extent required by that Section,
any payment made or to be made by the Debtor for services or for costs and
expenses in, or in connection with, the Chapter 11 Case, or in connection with
the Plan and incident to the Chapter 11 Case, has been approved by, or is
subject to the approval of, the Bankruptcy Court as reasonable.
H. Directors, Officers and Insiders. Section 1129(a)(5) of the
Bankruptcy Code is satisfied because the Debtor has disclosed the identities
and affiliations of all Persons proposed to serve as a director or officer of
Reorganized TransTexas; and the appointment of such Persons to, or the
continuance of such Persons in, such offices is consistent with the interests
of the holders of Claims and Interests and with public policy; and the Debtor
has disclosed the identity of any insider who will be employed or retained by
Reorganized TransTexas, and the nature of any compensation for such insider. As
provided at page 111 of the Disclosure Statement, the executive officers of
TransTexas immediately before confirmation of the Plan shall continue to serve
in their respective capacities at Reorganized TransTexas immediately after
confirmation of the Plan. That is, John R. Stanley shall serve as chief
executive officer, Ronald P. Nowak shall serve as president and chief operating
officer, Edwin B. Donahue shall serve as vice president, chief financial
officer and secretary, Simon Ward shall serve as vice president and treasurer,
and George Wright shall serve as vice president of accounting. As provided at
page 111 of the Disclosure Statement, on the
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 8
<PAGE> 9
Effective Date, each of the existing members of the board of directors or the
Debtor, other than Mr. John R. Stanley, will be deemed to have resigned. John
R. Stanley shall serve on the board of directors of Reorganized TransTexas. The
names and affiliations of each of the remaining four directors John Whitmire,
Walter Piontek, Gerald Bennett and Ronald Benson were disclosed at or before
the Confirmation Hearing.
I. No Rate Changes. Section 1129(a)(6) of the Bankruptcy Code is
inapplicable because there is no governmental regulatory commission with
jurisdiction, after confirmation of the Plan, over rates of the Debtor.
J. Best Interests of Creditors Test. Section 1129(a)(7) of the
Bankruptcy Code is satisfied. The liquidation analysis contained in Appendix 6
of the Disclosure Statement and other evidence proffered or adduced at the
Confirmation Hearing, including the testimony of Loretta Cross of
Pricewaterhouse Coopers, L.L.P., the Debtor's financial advisors, and David
Heather of The Scotia Group, Inc., the Debtor's valuation expert, are (i)
persuasive and credible, (ii) have not been controverted by other evidence, and
(iii) established that each holder of an impaired Claim or Interest either (x)
has accepted the Plan or (y) will receive or retain under the Plan, on account
of such Claim or Interest, property of a value, as of the Effective Date, that
is not less than the amount that such holder would so receive or retain if the
Debtor was liquidated under Chapter 7 of the Bankruptcy Code.
K. Acceptance by Certain Classes. Section 1129(a)(8)(A) of the
Bankruptcy Code is satisfied with respect to Classes 2, 3, 4, 5, 6A (124 of 166
separate 6A Classes), 6B (14 of the 26 separate 6B Classes), and 10, which are
Classes of Claims impaired by the Plan, because such
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 9
<PAGE> 10
Classes have accepted the Plan pursuant to Section 1126(c) of the Bankruptcy
Code. Section 1129(a)(8)(B) of the Bankruptcy Code is satisfied with respect to
Classes 1 and 11, because such Classes are not impaired by the Plan and are
therefore conclusively deemed to have accepted the Plan under Section 1126(f) of
the Bankruptcy Code.
L. Best Interests of Non-Accepting Classes. Section 1129(a)(8) of the
Bankruptcy Code has not been satisfied with respect to Classes 7, 8, 9 and 12
because these Classes are deemed not to have accepted the Plan pursuant to
Section 1126(g) of the Bankruptcy Code. Under the Plan, no holder of a Claim or
Interest that is junior to the Claims in Class 3 will receive or retain any
property under the Plan on account of such junior Claim or Interest; however,
the holder of the Class 3 Claims, subject to the occurrence of the Effective
Date, shall reallocate and direct the Reorganized Debtor to distribute certain
of the Distributions such holder is entitled to receive to the holders of
Claims and/or Interests in Classes 8, 9 and 12. The Claims and/or Interests in
Classes 7, 8, 9 and 12 are junior to Class 3 Claims and the holders of such
Claims and/or Interests will receive or retain under the Plan, on account of
such Claim and/or Interest, property of a value, as of the Effective Date, that
is not less than the amount that such holder would so receive or retain if the
Debtor was liquidated under Chapter 7 of the Bankruptcy Code. The Plan
therefore satisfies the requirements of Section 1129(b) of the Bankruptcy Code
and thus may be confirmed without compliance with Section 1129(a)(8) of the
Bankruptcy Code with respect to Classes 7, 8, 9 and 12. That is, the Plan (i)
does not discriminate unfairly against these Classes and (ii) is fair and
equitable with respect to these Classes. Section 1129(a)(8) has not been
satisfied with respect to 42 of the 166 separate 6A Classes and 12 of the
separate 6B Classes because such claimants in such Classes, as determined
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 10
<PAGE> 11
by the Court at the Confirmation Hearing, are deemed not to have accepted the
Plan. The Plan satisfies the requirements of Section 1129(b) of the Bankruptcy
Code and thus may be confirmed without compliance with Section 1129(a)(8) of
the Bankruptcy Code with respect to 42 of the 166 separate 6A Classes and 12 of
the separate 6B Classes. That is, the Plan (a) does not discriminate unfairly
against such Claimants in such Classes and (b) is fair and equitable with
respect to these Classes.
M. Treatment of Priority Administrative Expense Claims. Section
1129(a)(9)(A) of the Bankruptcy Code is satisfied because the Plan provides
that (i) there are no Claims of a kind specified in Section 507(a)(2) of the
Bankruptcy Code and (ii)(a) Allowed Administrative Expense Claims arising from
liabilities incurred in the ordinary course of the Debtor's businesses shall be
assumed and paid by Reorganized TransTexas pursuant to the terms and conditions
of the particular transactions giving rise to such Administrative Expense
Claims and (b) Allowed Administrative Expense Claims of Professionals shall be
paid by Reorganized TransTexas upon submission of (or as otherwise agreed to
among the parties) applications for compensation and reimbursement of expenses
and allowance of the amounts sought in such applications by the Bankruptcy
Court.
N. Treatment of Other Priority Claims. Section 1129(a)(9)(B) of the
Bankruptcy Code is satisfied because the Plan provides that each holder of an
Allowed Administrative Expense shall be entitled to receive the Allowed amount
of such Claim in full in Cash on or as soon as practicable after the later of
(i) the Effective Date and (ii) the date that such Claim becomes an Allowed
Administrative Expense.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 11
<PAGE> 12
O. Treatment of Priority Tax Claims. Section 1129(a)(9)(C) of the
Bankruptcy Code is satisfied because the Plan provides that, unless otherwise
agreed by the holder of an Allowed Priority Tax Claim and Reorganized
TransTexas, each holder of an Allowed Priority Tax Claim shall receive, at
Reorganized TransTexas' option, either (a) equal Cash payments made on the last
Business Day of every three (3) month period following the Effective Date, over
a period not exceeding six (6) years after the assessment of the tax on which
such Claim is based, totaling the principal amount of such Claim plus simple
interest on any outstanding balance from the Effective Date calculated at an
interest rate of 10% per annum with respect to all Priority Tax Claims; (b)
such other treatment agreed to by the holder of such Allowed Priority Tax Claim
and Reorganized TransTexas, provided such treatment is on more favorable terms
to Reorganized TransTexas than the treatment set forth in clause (a); or (c)
the full amount in Cash of such Allowed Priority Tax Claim or as soon as
practicable after the later of (i) the Effective Date or (ii) the date on which
such Priority Tax Claim becomes an Allowed Priority Tax Claim.
P. Acceptance of at Least One Impaired Class. Section 1129(a)(10) of
the Bankruptcy Code is satisfied because at least one Class of Claims that is
impaired under the Plan has accepted the Plan, determined without including any
acceptance by an insider. Impaired Classes 2, 3, 4, 5, 6A (124 of such separate
6A Classes), 6B (12 of such separate 6B Classes) and 10 have so accepted the
Plan.
Q. Feasibility. Section 1129(a)(11) of the Bankruptcy Code is
satisfied because confirmation of the Plan is not likely to be followed by the
need for further financial reorganization or liquidation of the Debtor or
Reorganized TransTexas. As part of an analysis to determine whether
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 12
<PAGE> 13
the Debtor has the ability to meet its obligations under the Plan, the Debtor,
with the assistance of Pricewaterhouse Coopers, L.L.P., prepared projections of
its financial performance for the six fiscal years through January 31, 2006.
These projections and the assumptions upon which they are based, are included
in the Financial Projections attached to the Disclosure Statement as Appendix
2. Based on such projections, the Debtor believes that Reorganized TransTexas
will be able to make all payments required to be made pursuant to the Plan.
R. Payment of Certain Fees. Section 1129(a)(12) of the Bankruptcy Code
is satisfied because pursuant to Section 6.16 of the Plan, all fees payable
under 28 U.S.C.ss. 1930 shall be paid on or before the Effective Date.
S. Continuation of Retirement Benefits. Section 1129(a)(13) of the
Bankruptcy Code is satisfied because Section 6.08 of the Plan provides that
Reorganized TransTexas shall, to the extent and for the duration required by
such Section, continue to pay all retiree benefits (if any), as that term is
defined in Section 1114 of the Bankruptcy Code, maintained or established by
the Debtor prior to the Confirmation Date.
T. Only One Plan. The Plan is the only plan of reorganization of the
Debtor pending before this Court or any other court.
U. No Tax Avoidance. The primary purpose of the Plan is not the
avoidance of taxes or the application of Section 5 of the Securities Act of
1933, as amended.
V. Assumed Executory Contracts and Unexpired Leases. With respect to
each executory contract and unexpired lease of the Debtor that is being assumed
by Reorganized TransTexas pursuant to Section 8.01 of the Plan, either (i)
there have been no defaults under such executory
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 13
<PAGE> 14
contract or unexpired lease, other than defaults of the nature set forth in
Section 365(b)(2) of the Bankruptcy Code or (ii) with respect to defaults other
than those specified in such Section, the Debtor (a) has cured, or provided
adequate assurance that Reorganized TransTexas will cure, such defaults on or
as soon as practicable after the Effective Date, and (b) has compensated, or
provided adequate assurance that Reorganized TransTexas will compensate, on or
as soon as practicable after the Effective Date, parties to such executory
contracts or unexpired leases for any actual pecuniary loss resulting from such
default, and the reorganization of the Debtor pursuant to the Plan and this
Court's finding in Paragraph Q above provide adequate assurance of future
performance under the applicable executory contract or unexpired lease.
W. Releases and Indemnifications. The provisions of the Plan and other
provisions in the Confirmation Order dealing with releases, injunctions and
indemnification, specifically Sections 5.04, 9.01, 9.02, 11.04 and 12.15 are in
the best interest of the Debtor, Reorganized TransTexas and all of the holders
of Claims and Interests receiving a Distribution in that, among other things,
such provisions have reduced the expenses of Reorganized TransTexas by allowing
it to reduce the cost and expense it would otherwise incur in connection with
providing insurance coverage to its officers and directors.
X. Modification to Plan. The modifications to the Plan set forth in
the Debtor's Second Amended, Modified and Restated Plan of Reorganization and
blacklined against the Debtor's Second Amended Plan of Reorganization and Filed
by the Debtor on February 2, 2000, and the Notice of Technical Modifications,
Filed by the Debtor on February 2, 2000, as amended or modified prior to the
entry of this Confirmation Order, complied in all respects with Section 1127(a)
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 14
<PAGE> 15
of the Bankruptcy Code and, in accordance with Bankruptcy Rule 3019, do not
adversely change the treatment of the Claim of any Creditor or the Interest of
any equity security holder who has not accepted in writing such amendments. The
notice of such amendments was due and adequate under the circumstances of the
Chapter 11 Case and such modifications do not require additional disclosure
under Section 1125 of the Bankruptcy Code or the resolicitation of acceptances
or rejections under Section 1126 of the Bankruptcy Code, nor do they require
that the holders of Claims or Interests be afforded an opportunity to change
previously cast acceptances or rejections of the Plan.
Y. Good Faith Solicitation. Based upon the record before the Court,
the Debtor, the Creditors' Committee, the Entities serving on the Bondholder
Committee at any time during the Chapter 11 Case, the Bondholder Lenders, the
SubDebt Committee, GMAC, Firstar, Bank One, the Production Payment Holder, the
Post Confirmation Credit Facility Lenders and any of their respective officers,
directors, partners, employees, members, agents, advisors, affiliates,
underwriters or investment bankers, and any other professional persons employed
by any of them (the "Exculpated Persons") have acted in good faith in
connection with and relating to the formulation, negotiation, solicitation,
implementation, confirmation and consummation of the Plan, the Disclosure
Statement and any Plan Related Documents, and have acted in compliance with the
applicable provisions of the Bankruptcy Code and are entitled to the
protections afforded by Section 1125(e) of the Bankruptcy Code and the
exculpatory and injunctive provisions in Article IX of the Plan (to the extent
provided therein).
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 15
<PAGE> 16
Z. Retention of Jurisdiction. The Court may properly retain
jurisdiction over the matters set forth in Article XII of the Plan.
Notwithstanding anything in the Plan to the contrary, the Court shall not
retain jurisdiction with respect to Priority Tax Claims or Administrative
Expense Tax Claims except for: (i) resolving the amount of any Tax Claims
arising prior to Confirmation, and (ii) enforcing the discharge provisions of
the Plan after Confirmation.
FINDING THAT THE PLAN IS CONFIRMABLE BASED UPON, AMONG OTHER THINGS,
ALL OF THE ABOVE-STATED FINDINGS OF FACT AND CONCLUSIONS OF LAW, AND GOOD CAUSE
APPEARING THEREFOR, THE COURT HEREBY ORDERS THAT:
1. Confirmation. The Plan and each of its provisions is hereby
confirmed pursuant to Section 1129 of the Bankruptcy Code.
2. Provisions of Plan and Order are Nonseverable and Mutually
Dependent. The provisions of the Plan this Confirmation Order, including the
findings of facts and conclusions of law set forth herein, are nonseverable and
mutually dependent.
3. Objections Overruled. All objections and responses to, and
statements and comments in response to, the Plan and/or the Second Amended
Plan, other than those withdrawn with prejudice in their entirety prior to, or
on the record at, the Confirmation Hearing, or resolved pursuant to this
Confirmation Order, are hereby expressly overruled.
4. General Authorizations; Plan Modifications. The Debtor, Reorganized
TransTexas and their respective directors, officers, agents and attorneys are
hereby authorized, empowered and directed, subject to the conditions set forth
in the Plan and the right to modify the Plan in accordance
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 16
<PAGE> 17
with Section 12.04 of the Plan, to carry out the provisions of the Plan, and to
enter into, execute, deliver, file and/or perform the terms of the Plan
Documents and any other agreements, instruments and documents related thereto
(collectively, together with the Plan Documents and the Post Confirmation
Financing Documents (as herein after defined), the "Plan Related Documents"),
and any amendments, supplements or modifications to such Plan Related Documents
as may be necessary or appropriate, and to take such other steps and perform
such other acts as may be necessary or appropriate to implement and effectuate
the Plan, the Plan Related Documents or this Confirmation Order, and to satisfy
all other conditions precedent to the implementation and effectiveness of the
Plan and to consummate the Plan.
5. Plan Related Documents Approved. The form, terms and provisions of
the Plan Related Documents Filed on or before the Effective Date are hereby
approved. The Debtor is hereby authorized, after the Filing of the Plan Related
Documents and until the Plan shall have become effective, to amend, supplement
or modify the Plan Related Documents, with the consent of the Bondholder
Committee and GMAC, and thereafter, pursuant to the terms of such Plan Related
Documents. Each of the Plan Related Documents shall constitute legal, valid,
binding and authorized obligations of the respective parties thereto,
enforceable in accordance with its terms (except as enforceability may be
limited by any bankruptcy or insolvency proceeding filed by any party thereto
subsequent to the date of the execution of such document).
6. Discharge of Claims. On the Effective Date, except as otherwise
provided in the Plan or in this Confirmation Order, the Debtor shall be
discharged from any and all Claims that arose before the date of entry of this
Confirmation Order to the fullest extent provided by the Bankruptcy
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 17
<PAGE> 18
Code, including Sections 524 and 1141 thereof, whether or not a proof of claim
for such Claim was Filed or deemed Filed under Section 501 of the Bankruptcy
Code, whether or not such Claim is allowed pursuant to Section 502 of the
Bankruptcy Code, whether or not the holder of such Claim has accepted the Plan,
and whether such Claim is known, unknown, fixed, contingent, matured,
unmatured, liquidated or unliquidated.
7. Authorizations Under Delaware Law. Subject to the provisions of the
Plan, the Plan Related Documents and this Confirmation Order, TransTexas will,
as Reorganized TransTexas, continue to exist on and after the Effective Date,
as a Delaware corporation, having all of the powers of a corporation under
applicable law and without prejudice to any right of Reorganized TransTexas to
alter or terminate its existence (whether by merger or otherwise) as provided
by, and in conformity with, applicable state law.
8. Binding Effect. The provisions of the Plan and this Confirmation
Order shall be and hereby are binding on, and enforceable by and against, the
Debtor, Reorganized TransTexas, the Bondholder Committee, the Creditors'
Committee, the SubDebt Committee, GMAC, each Creditor (including all of the TEC
Bondholders), each holder of an Interest and each other party in interest in
the Chapter 11 Case, including their successors and assigns, whether or not
they accept the Plan.
9. Revesting and Vesting. Except as otherwise expressly provided in
the Plan or in any Plan Related Document, pursuant to Section 1123(a)(5) and
1141 of the Bankruptcy Code, (a) on the Effective Date, title to all property
comprising the Estate, as described in Section 541 of the Bankruptcy Code,
shall revest in Reorganized TransTexas or its successor, free and clear of all
Claims, Liens, charges, encumbrances and Interests of Creditors and equity
security holders arising
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 18
<PAGE> 19
on or before the Effective Date (other than those Claims, Interests and
Encumbrances of the Bondholder Lenders under the Extended DIP Facility and GMAC
under the GMAC Post Confirmation Agreement), and (b) from and after the
Effective Date, Reorganized TransTexas may operate its business free from any
restrictions imposed by the Bankruptcy Code or by prior orders of this Court.
10. Survival of Provisions of Final Financing Order Until Effective
Date. Notwithstanding anything contained to the contrary in the Plan or this
Confirmation Order pursuant to Section 1142(a) of the Bankruptcy Code, the
Obligations under and as defined in the Bondholders DIP Facility (the "DIP
Obligations") and the rights, liens, priorities and other protections provided
to the Bondholder Lenders under and as defined in the Bondholder DIP Facility
and the Final Order Pursuant to 11 U.S.C. sections 364(c) and (d) of the
Bankruptcy Code and Bankruptcy Rule 4001, Authorizing Debtors to Obtain, Incur
and Guarantee Post Petition Indebtedness With Super-Priority Over Certain
Administrative Expenses, shall, except to the extent that obligations
constituting payment obligations are discharged on or after the Effective Date,
survive until the Effective Date.
11. Authorization to Pay Obligations Under the Bondholder DIP
Facility. The Debtor shall be, and hereby is, authorized and directed, on the
Effective Date, to pay in full in Cash to Credit Suisse First Boston Management
Corporation, as agent for the Bondholder Lenders under the Bondholder DIP
Facility, Cash in an amount equal to two-thirds of the sum of (i) the principal
amount owing under the Bondholder DIP Facility, (ii) all interest accruing
thereon in accordance with the Bondholder DIP Facility and (iii) all fees and
other charges relating thereto in accordance with the Bondholder DIP Facility.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 19
<PAGE> 20
12. Authorization to Take Acts Necessary to Enter into Extended
Bondholder DIP Facility and the Post Confirmation Credit Facility. The
Reorganized Debtor shall be, and hereby is, authorized and directed to enter
into that certain Post Confirmation Credit Facility, to be dated as of the
Effective Date, among the Reorganized TransTexas, and the Post Confirmation
Credit Facility Lenders, including the lenders under the Extended DIP Facility,
substantially in accordance with the terms presented to the Bankruptcy Court at
the Confirmation Hearing, and to take such actions and to perform such acts as
may be necessary or appropriate to implement the Post Confirmation Credit
Facility, and all documents, instruments and agreements related thereto and
annexes, exhibits and schedules appended thereto (together with the Post
Confirmation Credit Facility, the "Post Confirmation Financing Documents"),
pursuant to which Reorganized TransTexas shall have access to a term loan and
revolving credit facility from and after the Effective Date on the terms and
conditions set forth in the Post Confirmation Financing Documents, and the
obligations thereunder shall constitute legal, valid, binding and authorized
obligations of the respective parties thereto, enforceable in accordance with
their terms, and shall create the security interests purported to be created
thereby. The Reorganized Debtor shall not be required to repay two-thirds of
the principal amount owing under the Bondholder DIP Facility on the Effective
Date and all interest, fees and other charges accruing thereon and associated
therewith, until the maturity date of the Post Confirmation Credit Facility and
all such amounts shall be included within the term loan portion of such credit
facility and secured thereunder pari passu with all other amounts owing under
the Post Confirmation Credit Facility. The Debtor shall be, and hereby is,
authorized to do or perform all acts, to make, execute and deliver all
instruments and documents and to pay all fees,
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 20
<PAGE> 21
expenses and other amounts to the administrative agent under the Post
Confirmation Credit Facility and the Post Confirmation Credit Facility Lenders
that are set forth in the Post Confirmation Financing Documents, and that may
be required or necessary for Reorganized TransTexas' performance under the Post
Confirmation Financing Documents.
13. Implementation of Plan. Pursuant to Section 1142(b) of the
Bankruptcy Code, the intended parties to the Plan Related Documents,
contemplated thereby or to be executed pursuant to the Plan, subject to the
satisfaction or due waiver of each of the conditions precedent to each of such
Plan Related Documents and except as otherwise contemplated by Section 10.01 of
the Plan, are hereby directed to execute and deliver the Plan Related Documents
and to take such other actions as shall be necessary to permit the Plan to take
effect and be consummated. The Debtor shall have the right, to the fullest
extent permitted under Section 1142 of the Bankruptcy Code, to apply to this
Court for an order (a) modifying the effect of any otherwise applicable
non-bankruptcy law or (b) directing any Entity to execute and deliver any
instrument or to perform any other act necessary to effectuate the Plan,
subject to, and as contemplated by, Section 10.01 of the Plan; provided,
however, that (without the consent of the affected party or parties) no such
order shall modify or impair any right, title, interest, privilege or remedy
expressly provided or reserved for under the Plan or this Confirmation Order.
14. Disbursing Agent. The Disbursing Agent with respect to
Distributions to be made to the TEC Bondholders under the Plan shall be Firstar
(or a designee of Firstar selected with the consent of the Bondholder Committee
and the Reorganized Debtor). The Disbursing Agent with respect to Distributions
to be made to holders of the TransTexas Subordinated Note Claims under
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 21
<PAGE> 22
the Plan, shall be Bank One. The Disbursing Agent with respect to all other
Distributions to be made under the Plan including, without limitation, the
Distributions to be made in furtherance of Section 5.03(b) of the Plan, shall
be Reorganized TransTexas. The Debtor and Reorganized TransTexas are authorized
to retain, without further order of this Court, such Entities for such
positions and to enter into such agreements as the Debtor or Reorganized
TransTexas, as the case may be, may deem appropriate for such purposes.
15. Distribution Record Date. The Distribution Record Date shall be
5:00 p.m., Central Standard Time, February 15, 2000. The Debtor is hereby
authorized and directed to provide notice of the Distribution Record Date by
publication twice, with the last publication to be on or before the
Distribution Record Date, in each of The Wall Street Journal (National Edition)
and by publication once in The Houston Chronicle not less than one day before
the Distribution Record Date.
16. Disbursements. On the Effective Date, the Disbursing Agents shall
make the Distributions to holders of Allowed Claims and Allowed Interests as
provided in Articles VI and VII of the Plan, subject to the terms and
conditions of Sections 6.10, 6.11 and 7.10 of the Plan. For the purposes of
Distributions to the holders of Allowed TransTexas Senior Secured Note Claims,
Firstar shall be, and hereby is, deemed to be the sole holder of all such
Claims; provided that all Distributions on account of Allowed TransTexas Senior
Secured Note Claims, other than Distributions re-allocated pursuant to Section
5.03(b) of the Plan, shall be distributed to Firstar, for further Distribution
to the TEC Bondholders pursuant to the terms of the TEC Senior Secured Notes
Indenture and the Plan. Firstar shall make such Distribution as promptly as
practicable after the Effective Date.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 22
<PAGE> 23
17. Unexpired Leases and Executory Contracts. As provided in Article
VIII of the Plan, effective as of the Effective Date, all executory contracts
and unexpired leases of Debtor that exist between the Debtor and any Entity
shall be deemed assumed, subject to Section 8.01 of the Plan, by Reorganized
TransTexas, unless (a) rejected pursuant to an order entered on or prior to the
Effective Date, (b) a motion to reject any such executory contract or unexpired
lease is pending before the Bankruptcy Court on the Effective Date, or (c)
assumed pursuant to an order entered on or prior to the Effective Date.
18. Professional Compensation and Reimbursement Claims. Any
Professional seeking an allowance of final compensation or reimbursement of
expenses for professional services rendered to the Debtor, the Creditors'
Committee or the SubDebt Committee or in relation to the Chapter 11 Case,
pursuant to Sections 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code,
shall File an application for allowance of final compensation for services
rendered through and including the Effective Date and reimbursement of related
expenses and serve the same on Reorganized TransTexas, the Bondholder
Committee, the SubDebt Committee and the Creditors' Committee, and the United
States Trustee, in care of Diane Livingstone, on or before March 15, 2000.
Notice will be given of any hearing scheduled to consider such fee
applications. Unless otherwise ordered by the Court, objections to applications
of Professionals for compensation or reimbursement of expenses in compliance
with all applicable rules, must be Filed and served on Reorganized TransTexas,
the Bondholder Committee, SubDebt Committee, the Creditors' Committee and the
Office of the United States Trustee, in the manner provided above, and the
Professionals to whose fee application the objections are addressed, no later
than March 31, 2000.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 23
<PAGE> 24
19. Notice of Entry of Confirmation Order. Within ten Business Days
after the Effective Date, Reorganized TransTexas shall, in accordance with
Bankruptcy Rules 2002(f)(7) and (i), mail to all known Creditors, the
Creditors' Committee, the SubDebt Committee and the Indenture Trustees a notice
of entry of this Confirmation Order. The foregoing notice shall constitute due
and adequate notice of this Confirmation Order within the meaning of such
Bankruptcy Rules.
20. Government Claims. Any Claim Filed by a Governmental Unit after
the Confirmation Date shall be Filed and served upon TransTexas and/or
Reorganized TransTexas, GMAC and the Bondholder Committee in accordance with
Section 12.11 of the Plan.
21. Disputed Claims and Interests. On the Effective Date, the
Reorganized Debtor shall transmit to the Disbursing Agent, and the Disbursing
Agent shall reserve for the account of each holders of a Disputed Claim or
Interest (i) the property which would otherwise be distributable to such holder
on such date in accordance with the Plan were such Disputed Claim or Disputed
Interest an Allowed Claim or an Allowed Interest in the Face Amount thereof or
such other amount ordered or estimated by the Bankruptcy Court, or (ii) such
other property as the holder and Reorganized TransTexas may agree.
22. Miscellaneous Claims. (A) Notwithstanding anything contained in
the Debtor's Plan, this Confirmation Order, or any other document of record in
these bankruptcy proceedings (other than the GMAC Waiver and Injunction and the
releases and injunctions granted to the Bondholder Lenders and the Entities
serving on the Bondholder Committee under Articles IX and XI of this Plan)
(collectively, the "Bankruptcy Orders"), the rights of Jefferies Analytical
Trading Group, Inc., Koch Industries, Inc., Chanoco Corporation, Cody Texas LP,
Edge Petroleum Exploration Co.,
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 24
<PAGE> 25
CNA, the Texas Comptroller, the Texas Workforce Commission, and Zurich
Insurance, Co., against any non-debtor Entity or Entities shall not in any
manner be impaired, altered or otherwise affected by (i) the Plan, (ii) the
confirmation of the Plan or (iii) this Confirmation Order. However, the Texas
Comptroller and the Texas Workforce Commission shall not pursue non-debtor
third parties for any joint and several liability arising from the Texas
Comptroller's Allowed Priority Tax Claim so long as the Reorganized Debtor has
made and is making, all plan payments on the Texas Comptroller's Allowed
Priority Tax Claim. Nothing contained in the Bankruptcy Orders shall modify,
impair, release, discharge, enjoin, interfere with, and/or affect in any way
(i) CNA's rights in its Collateral securing obligations under the CNA Policies
which are defined as any and all insurance policies issued by CNA to the
Debtor, TEC, or TARC or (ii) CNA's rights of set off and/or recoupment under
the CNA Policies or applicable law.
(B) Notwithstanding any provision to the contrary contained in the
Plan or Bankruptcy Orders, Zurich Insurance, Co., the Texas Comptroller, CNA,
Edge Petroleum Exploration Co. and the Secured Tax claimants shall be entitled
to amend their respective Claims at any time prior to the entry of an order
Allowing their Claims. Such amendments may either increase or decrease the
amounts of such amending parties' claims in these proceedings.
(C) As of the date hereof, no Mineral Interest Secured Claim or M&M
Lien Secured Claim has attached to the interests of Hall-Houston Company, LCT
Partners, Ltd., W.I. Inc., Petroleum Technologies Inc., Anthony Giardinelli,
Brian T. Welch, Douglas Shows, James H. Davis, Petro Pro Exploration, Inc.,
High Tech Energy Partners, 1998 I and Talon Development Company (the "Talon
Group") interest in certain oil and gas leases as described in that Settlement
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 25
<PAGE> 26
Agreement approved by the Court on January 25, 2000. Notwithstanding any
provision in the Plan or Confirmation Order, the Talon Group expressly retains
its non-operator lien rights and other rights as more fully described in the
last sentence of paragraph 3 of the Settlement Agreement between TransTexas,
the Talon Group, the Mitchell Group, and Rioux Properties approved by the Court
on January 25, 2000, but only insofar as such rights attach or otherwise arise
on or after November 1, 1999; provided, however, that the rights and priorities
of Firstar, the Bondholder Lenders and GMAC as set forth in such Agreement and
Order shall remain as agreed to and stated therein.
(D) Chanoco Corp. Claims. Notwithstanding anything contained in the
Plan, this Confirmation Order, or in any Bankruptcy Orders, the rights, Claims
and interests of Chanoco Corporation ("Chanoco") as a co-tenant of the Debtor
or the Reorganized Debtor, as the case may be, in the real and personal
property comprising the common estate as more particularly described in
Adversary No. 2217, styled "Chanoco Corp., Plaintiff v. TransTexas Gas
Corporation, Defendant", ("Common Estate") pending before this Court, shall not
in any manner be impaired, altered or otherwise affected by the Plan and this
Confirmation Order, and all said rights, Claims and interests of Chanoco, if
any, whether arising prepetition or postpetition, are hereby in all things
preserved by this Order and shall survive the Effective Date and all closings
related thereto. Further, nothing contained in the Plan and this Confirmation
Order, shall modify, impair, release, discharge, enjoin, interfere with, effect
a waiver of, and/or affect in any way (i) Chanoco's rights, Claims and
interests, if any, as a co-tenant of the Debtor and/or Reorganized Debtor under
the laws of co-tenancy for the State of Texas in the Common Estate; or (ii)
Chanoco's rights of setoff and/or
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 26
<PAGE> 27
recoupment, if any, under applicable state and federal law; or (iii) Chanoco's
rights as co-tenant of the Debtor and/or Reorganized Debtor to an accounting
and/or partition, if any, under applicable state law; or (iv) Chanoco's right
to market its own oil, gas, or minerals produced from the Common Estate, if
any. On the Effective Date, Chanoco shall have the right to exercise at any
time its right to take in kind, or separately dispose of its proportionate
share of all oil, gas, or minerals to the extent such rights exist, and until
such time, the purchaser shall pay directly to Chanoco at its office in San
Antonio, Bexar County, Texas, Chanoco's proportionate share of the sales
proceeds. In the event of any dispute with the Debtor or Reorganized Debtor as
to the appropriate mechanism or methodology for accomplishing the marketing
from the Common Estate of oil, gas or minerals to which Chanoco claims
ownership, the dispute shall be submitted and determined by this Court. Pending
the exercise of Chanoco's right to market its own oil, gas or minerals produced
from the Common Estate, to the extent such right exists, but during any period
in which the Debtor and/or Reorganized Debtor or its affiliates, successors or
assigns, is marketing from the Common Estate oil, gas or minerals, to the
extent such right exists, the proceeds of production, while in the possession
of the Debtor or the Reorganized Debtor, shall be subject to the rights and
interests created by the Plan and this Order in favor of GMAC and the Post
Confirmation Credit Facility Lenders and any Lien created under applicable
state law in favor of Chanoco as to proceeds of production of its gas, oil or
minerals which shall be subject to the terms and provisions of this Plan.
Notwithstanding any provision to the contrary contained in the Plan or the
Bankruptcy Orders, Chanoco shall be entitled to amend its proof of Claims at
any time prior to the entry of an order allowing its Claims.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 27
<PAGE> 28
(E) Notwithstanding anything to the contrary in the Bankruptcy Orders,
Jefferies & Company, Inc.'s and affiliated entities' ("Jefferies Entities")
rights to raise any claim or defense against the Debtor, Reorganized Debtor and
Affiliated Entities are preserved and, to that effect, all such claims and
defenses are not extinguished, released or otherwise affected by the Bankruptcy
Orders or the Confirmation of the Plans. Notwithstanding any provision of this
Paragraph 22 of the Confirmation Order, the Jefferies Entities do not release
the Bondholder Lenders, the Entities serving on the Bondholder Committee, or
the Entities serving on the SubDebt Committee, or any one of them, and as to
such Entities, all such Claims and defenses are not extinguished, released or
otherwise affected by the Bankruptcy Orders or Confirmation of the Plan.
(F) The treatment (including adequate protection thereof) and priority
of Mallard Bay Drilling, L.L.C.'s Allowed Class 6B Claim shall be as provided
for in that certain Agreed Order Granting Motion of TransTexas Gas Corporation
For An Order Approving Compromise and Settlement with Mallard Bay Drilling,
L.L.C. entered February 1, 2000, Docket No. 2028, which order terms shall be
incorporated herein by cross-reference.
(G) The Distribution Agent, shall pay to Edge Petroleum ("Edge") (i)
on the Effective Date or as soon thereafter as is practicable, an amount equal
to $100,000, on account of its Allowed Secured Claim, and (ii) on account of
its Allowed Unsecured Claim in the amount of $500,000 (the unsecured balance
remaining after payment of the $100,000 in sub-clause (i) of this clause (G))
(the "Edge Unsecured Claim"), the following payments: (a) on the first date
Distributions are made from the Maximum GUC Cash Amount, an amount equal to the
Ratable Proportion of the Edge Unsecured Claim, not to exceed $50,000, and (b)
on the second date Distributions are made from
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 28
<PAGE> 29
the Maximum GUC Cash Amount, an amount equal to the Ratable Proportion of the
Edge Unsecured Claim, not to exceed $50,000; provided, however, that in the
event that either Distribution in subclause (ii)(a) or (ii)(b) hereof is less
than $50,000 at the time due and payable hereunder, the Reorganized Debtor
shall pay, or cause to be paid, to Edge an amount equal to $50,000 less the
amounts paid under (a) or (b), as applicable, without interest thereon
(collectively, the "True Up Amounts"), within thirty (30) days of such
Distribution date; provided further, however, that in the event the Reorganized
Debtor is required to pay any True Up Amounts to Edge, the Reorganized Debtor
shall be entitled to receive, in connection with all other Distributions from
the Maximum GUC Cash Amount, all amounts otherwise payable on account of Edge's
Unsecured Claim. It is further agreed that nothing in this Confirmation Order
shall constitute an accord, satisfaction, waiver or release of Edge's rights or
claims arising from, or pertaining to, the BEGO Unit in Goliad County, Texas
(the BEGO Unit"), which is not property of the Debtor, the Debtor's Estate, or
the Reorganized Debtor, including, but not limited to, Edge's claims against
Cody Texas L.P. ("Cody"), as successor in interest to TransTexas. Nothing in
this Confirmation Order, or in any of Edge's pleadings, objections, or proof of
claim or receipt of payments arising hereunder shall constitute a release or
waiver by Edge, nor constitute a judicial admission, res judicata, collateral
estoppel or estoppel or any other limitation upon, Edge's rights: (a) to a Lien
on the BEGO Unit, (b) to assert and recover from Cody (but not the Debtor or
the Reorganized Debtor) (i) the full amount of Edge's claims for gas balancing,
or payment for past production, including the right to the make up gas (and
cash settlement in the event of cessation of production) attributable to the
overproduced status of TransTexas in the BEGO Unit; (ii) that such rights bind
Cody, as assignee
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 29
<PAGE> 30
from TransTexas; and (iii) that all such rights are secured by the
non-operator's Lien, provided for in the operating agreement governing the BEGO
Unit; and (iv) any other right of recovery existing against Cody.
(H) The treatment of Carson Energy's Allowed Claim shall be provided
for in that certain Settlement Agreement between TransTexas with Carson Energy,
a term sheet which is in evidence as Carson Exhibit 1 in this Chapter 11 Case,
which terms shall be incorporated herein by cross-reference.
(I) Notwithstanding anything to the contrary in Section 5.05(e) of the
Plan and this Confirmation Order, Zurich and The Home Insurance Company shall
receive on account on their Allowed Secured Claims all of the Cash Collateral
held by Zurich and The Home Insurance Company, respectively, without limitation
in full satisfaction of their Allowed Secured Claims, if as and to the extent
such Claims are Allowed.
(J) Notwithstanding any other provision of the Plan, Plan Related
Documents or this Confirmation Order, (i) the "Eagle Point Agreements" and the
"Trout Point Agreements," as such terms are defined in this Court's Order (1)
Pursuant to Motion Filed July 28, 1999, Authorizing the Transfer and Conveyance
to Davis Petroleum Corp. Of Certain Assets Free and Clear of Liens and
Encumbrances; and (2) Pursuant to Motion Filed October 18, 1999, (a) Approving
the Amendment and Assumption of Certain Operating Agreements and Exploration
Corp; (b) Ratifying the Termination of Certain Operating Agreements and
Exploration Agreements with Davis Petroleum Corp.; (c) Approving an Agreement
with Davis Petroleum Corp. Concerning the Drilling of the Trout Point Prospect;
(d) Authorizing the Transfer, Conveyance and Assignment of Certain
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 30
<PAGE> 31
Properties to Davis Petroleum Corp. Free and Clear of Liens, Claims, Charges
and Encumbrances; and (e) Directing Turnover of Pre-Petition Funds Owed by
Davis Petroleum Corp., dated November 30, 1999 (the "November 30 Order"), and
(ii) the "Amended Agreements," as such term is defined in the Order Authorizing
TransTexas Gas Corporation to Sell Certain Assets Free and Clear of Liens and
Encumbrances Pursuant to 11 U.S.C. ss. 363 and to Enter into Certain Related
Transactions, dated February 2, 2000 and (iii) the rights set forth in the
Eagle Point Agreements, the Trout Point Agreements and the Amended Agreements
shall be unaffected by the terms of the Plan, the Plan Related Documents or
this Confirmation Order. In the event of any inconsistency between the November
30 Order and the Plan, the Plan Related Documents or this Confirmation Order,
the November 30 Order shall be controlling. In the event of any inconsistency
between this Paragraph 22(J) and any other provision of this Confirmation
Order, this Paragraph 22(J) shall be controlling.
(K) Notwithstanding anything contained herein to the contrary, the
terms and conditions of the Post Confirmation Credit Facility and all documents
related thereto, shall be subject to the review, approval and consent of
counsel for the Production Payment Holder and to Southern Producer Services,
L.P. ("TCW/Southern Consents"); provided, however, no such consent from
Southern Producer Services, L.P. ("Southern") shall be required if Southern
withdraws its commitment or stated intentions to provide the New Production
Payment contemplated by that certain order dated February 2, 2000.
(L) Notwithstanding anything contained herein to the contrary, nothing
contained in the Plan, this Confirmation Order or any Plan Related Documents,
shall impair, limit or otherwise affect
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 31
<PAGE> 32
Firstar's or the TEC Bondholders' (whether individually or derivatively through
any collateral assignment of, or agreement relating to, the rights of TEC or
TARC) rights, claims or defenses or Causes of Action with respect to, relating
to or arising in connection with TEC and TARC.
23. Reviewer Proceedings for Disputed Secured Claims of M&M Lien
Claimants. All Disputed Secured Claims of M&M Lien Claimants other than the
Excluded M&M Claimants shall be referred to the Reviewer, who shall make
findings of fact and shall refer all questions of law to the Bankruptcy Court.
The Reviewer shall enter findings and conclusions as to the allowance of a
Disputed Secured Claim of M&M Lien Claimants; provided, however, that any party
may obtain a trial de novo before the Bankruptcy Court by appealing the
Reviewer's findings and conclusions within 10 days of the Reviewer's Filing of
his report to the Bankruptcy Court.
24. No Waiver. Neither the entry of this Confirmation Order, the
execution of any of the documents required or contemplated hereunder or by the
Plan, nor any other action or inaction by the Debtor, Reorganized TransTexas,
any Creditor or any other party in interest in the Chapter 11 Case (including,
without limitation, the failure of the Debtor and/or Reorganized TransTexas to
object to any proof of Claim in accordance with Section 7.01 of the Plan) shall
constitute a waiver, estoppel, res judicata, release, relinquishment,
abandonment or any other abrogation of any objection, defense, offset or
counterclaim with respect to any Disputed Claim asserted against the Debtor.
25. Cancellation of Debt Instruments and Securities/Release of Liens.
Except as is necessary to allow any Indenture Trustee or Disbursing Agent to
fulfill its obligations under the Plan, on the Effective Date, except as
otherwise provided in the Plan, any Plan Related Document
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 32
<PAGE> 33
or this Confirmation Order, all securities, instruments and agreements
governing any Claims or Interests impaired by the Plan, including, without
limitation, the TransTexas Senior Secured Note, the TransTexas Loan Agreement,
the TransTexas Subordinated Notes, the TransTexas Subordinated Notes Indenture,
the Old Common Stock and any options, warrants, calls, subscriptions or other
similar rights or other agreements or commitments, contractual or otherwise,
entered into in connection with any of the foregoing, in each case, shall be
deemed canceled, terminated and discharged, and the obligations of the Debtor
thereunder or in connection therewith shall be discharged; provided, however,
that except as otherwise provided in the Plan, notes and other evidences of
Claims shall, effective upon the Effective Date, represent the right to
participate, to the extent such Claims are Allowed, in the Distributions
contemplated by the Plan; provided, further, that nothing in the Plan or
Confirmation Order shall be deemed to terminate the TEC Senior Secured Notes
Indenture or the TEC Senior Secured Notes. Except as otherwise provided in the
Plan or this Confirmation Order, or any Plan Related Document, (a) each holder
of (i) a Miscellaneous Secured Claim, (ii) a Bondholder DIP Secured Claim,
(iii) a Secured Claim other than the GMAC Secured Claim, (iv) a judgment, and
(v) a Mineral Interest Claim, shall on the Effective Date (x) turn over and
release to the Reorganized Debtor any and all Collateral that secures or
purportedly secures such Claim, as they pertain to the properties currently
owned or leased by the Debtor or such Lien shall automatically, and without
further action by the Debtor or Reorganized Debtor, be deemed released, and (y)
execute such documents and instruments as the Reorganized Debtor requests to
evidence such Claim holder's release of such property or Lien; and (b) on the
Effective Date, all right, title and interest in any and all property of the
Estate shall revert or be transferred to the Reorganized
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 33
<PAGE> 34
Debtor free and clear of all Claims and Interests, including, without
limitation, Liens, escrows, charges, pledges, encumbrances and/or security
Interests of any kind. No Distribution under the Plan shall be made to or on
behalf of any Claim holder unless and until such holder executes and delivers
to the Debtor or Reorganized Debtor such release of Liens or otherwise turns
over and releases such Cash, pledge or possessory Lien. Any such holder that
fails to execute and deliver such release of Liens within 120 days of the
Effective Date shall be deemed to have no further Claim against the Debtor, the
Reorganized Debtor or its assets or property in respect of such Claim and shall
not participate in any Distribution under the Plan. Notwithstanding the
immediately preceding sentence, any holder of a Disputed Claim shall not be
required to execute and deliver such release until such time as the Claim is
Allowed or Disallowed.
26. Automatic Stay. The automatic stay in effect with respect to the
Chapter 11 Case pursuant to Section 362(a) of the Bankruptcy Code shall
continue to be in effect until the Effective Date and at that time shall be
dissolved and of no further force or effect, subject to the injunctions
provided herein, in the Plan and in the Bankruptcy Code.
27. GMAC Waiver and Injunction. In consideration for the obligations
undertaken by GMAC pursuant to the Plan, including without limitation pursuant
to the GMAC Post Confirmation Agreement, (1)(i) the Debtor and the Reorganized
Debtor, on behalf of itself and its subsidiaries, and (ii) except for holders
of Allowed Secured Tax Claims, every holder of a Claim or Cause of Action
against the Debtor, including without limitation all Mineral Interest
Claimants, all holders of Priority Tax Claims, all Governmental Units holding
Claims for property, severance, sales, use, personal property and other taxes
("i" and "ii" collectively the "Releasors") shall be deemed
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 34
<PAGE> 35
hereunder to have waived, released and relinquished any and all obligations,
debts, losses, damages, liabilities, contracts, controversies, agreements,
premises, claims, causes of action, and demands of any kind whatsoever at law
or in equity, direct or indirect, known or unknown, discovered or undiscovered,
asserted or unasserted against GMAC, and solely in their representative
capacity as representatives of GMAC, each of GMAC's officers, directors,
shareholders, partners, agents, employees, consultants, attorneys, accountants,
advisors, affiliates and other representatives (the "GMAC Releasees") arising
out of or relating to the Debtor, Claims against the Debtor, the Chapter 11
Case, the Plan, the loans, advances and financial accommodations provided to
the Debtor by GMAC, the Debtor's business operations and/or management of the
affairs of the Debtor and/or its affiliates, arising at any time on or prior to
the Effective Date (the "Released Claims"), and (2) the Releasors shall be
specifically permanently enjoined and restrained from commencing, conducting or
continuing any action or proceeding against the GMAC Releasees upon the
Released Claims, including, but not limited to (i) commencing, conducting or
continuing in any manner, directly or indirectly, any suit, action or other
proceeding of any kind (including, without limitation, any proceeding in a
judicial, arbitral, administrative or other forum) against or affecting the
GMAC Releasees or any of their property, or any direct or indirect transferee
of any property of, or successor in interest to, any of the GMAC Releasees
based upon the Released Claims; (ii) enforcing, levying, attaching (including,
without limitation, any pre-judgment attachment), collecting or otherwise
recovering by any manner or means, whether directly or indirectly, of any
judgment, award, decree or order against the GMAC Releasees or any of their
property, or any direct or indirect transferee of any property of, or successor
in interest to, any of the GMAC Releasees; (iii)
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 35
<PAGE> 36
creating, perfecting or otherwise enforcing in any manner, directly or
indirectly, any encumbrances of any kind against the GMAC Releasees or any of
their property, or any direct or indirect transferee of any property of, or
successor in interest to, any of the GMAC Releasees; and (iv) asserting any
right of setoff, subrogation, or recoupment of any kind, directly or
indirectly, against any obligation due the GMAC Releasees, any of their
property, or any direct or indirect transferee of any property of, or successor
in interest to, the GMAC Releasees (collectively, the "GMAC Waiver and
Injunction").
28. Injunction. Except as otherwise provided in this Confirmation
Order, any Entities who have held, hold or may hold Claims or Interests in the
Debtor, shall be and hereby are, with respect to any such Claims or Interests,
permanently enjoined from and after the Confirmation Date, unless, with respect
to a particular Claim, this Paragraph 28 shall have been specifically waived in
writing by the Debtor or Reorganized TransTexas, from: (a) commencing,
conducting or continuing in any manner, directly or indirectly, any suit,
action or other proceeding of any kind (including without limitation, any
proceeding in a judicial, arbitral, administrative or other forum) against or
affecting the Debtor, the Reorganized Debtor, any member of the Bondholder
Committee or the SubDebt Committee, Bank One or Firstar, any of their property,
or any direct or indirect transferee of any property of, or direct or indirect
successor in interest to, the Debtor, or any property of any such transferee or
successor; (b) enforcing levying, attaching (including, without limitation, any
pre-judgment attachment), collecting or otherwise recovering by any manner or
means, whether directly or indirectly, of any judgment, award, decree or order
against the Debtor, the Reorganized Debtor, any member of the Bondholder
Committee or the SubDebt Committee, Bank One or Firstar, any of
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 36
<PAGE> 37
their property, or any direct or indirect transferee of any property of, or
direct or indirect successor in interest to, the Debtor, or any property of any
such transferee or successor; (c) creating, perfecting or otherwise enforcing
in any manner, directly or indirectly, any encumbrance of any kind against the
Debtor, the Reorganized Debtor, any member of the Bondholder Committee or the
SubDebt Committee, Bank One or Firstar, any of their property, or any direct or
indirect transferee of any property of, or successor in interest to, any of the
foregoing Entities; (d) asserting any right of setoff, subrogation, or
recoupment of any kind, directly or indirectly, against any obligation due the
Debtor, the Reorganized Debtor, any member of the Bondholder Committee or
Firstar, any of their property, or any direct or indirect transferee of any
property of, or successor in interest to, the Debtor; and (e) acting or
proceeding in any manner, in any place whatsoever, that does not conform with
the provisions of the Plan. The foregoing shall not apply to Firstar as the New
Senior Secured Notes Indenture Trustee. On the Effective Date, (i) any judgment
at any time obtained, to the extent that such judgment is a determination of
the personal liability of the Debtor with respect to any debt discharged by
this Confirmation Order, shall hereby become null and void and (ii) the
commencement or continuation of any action, the employment of process, or any
act, to collect, recover or offset any debt discharged by this Confirmation
Order as a personal liability of the Debtor or Reorganized TransTexas, shall be
and hereby is forever enjoined and restrained.
29. Dismissal of Pending Actions. The adversary proceedings commenced
as of the date hereof against GMAC, Firstar and/or the Bondholder Lenders, are
hereby dismissed with prejudice and without costs as to all such defendants.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 37
<PAGE> 38
30. Cancellation of the Bank One Indentures. Subsequent to the
performance by the Indenture Trustees (other than Firstar), or their respective
agents, of their duties and obligations under the provisions of the Plan, the
Plan Related Documents and the Confirmation Order, if any, and under the terms
of their Indentures and related agreements, such Indenture Trustees (other than
Firstar) and their agents, successors and assigns shall be relieved, discharged
and released from all obligations, claims, rights, demands and causes of action
associated with or arising from such Indentures in this Chapter 11 Case. From
and after the Effective Date, except as is necessary to fulfill its obligations
under the Plan, such Indentures (other than the TEC Senior Secured Notes
Indenture) shall be canceled and the prosecution, whether directly,
derivatively or otherwise, of any claim, debt, right, cause of action or
liability released or to be released pursuant to this Paragraph 30 and Section
6.12(b) of the Plan, is hereby enjoined; except that such cancellation and
injunction shall not impair the rights of the holders of the TransTexas Senior
Secured Note Claims and the TransTexas Subordinated Note Claims to receive
Distributions or the rights of the Indenture Trustee under their charging
liens, if any, pursuant to such Indentures to the extent that the Indenture
Trustee has not received payment.
31. Retention of Jurisdiction. The Court shall retain jurisdiction
over the Chapter 11 Case and related matters as and to the extent provided in
Article XII of the Plan and shall, without in any way limiting the generality
of the foregoing, retain jurisdiction with respect to any motion pending, as of
the Effective Date, to assume or reject an executory contract or unexpired
lease of any of the Debtor and to hear and determine any objections to any
Claims or Interests.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 38
<PAGE> 39
32. Binding Effect of Plan Related Documents. The Plan Related
Documents shall constitute legal, valid, binding and authorized obligations of
the respective parties thereto, enforceable in accordance with their terms
(except as enforceability may be limited by any bankruptcy or insolvency
proceeding filed by any party subsequent to the date of the execution of such
document), and, to the extent applicable, shall create, as of the Effective
Date, the security interests purported to be created thereby.
33. New Senior Secured Notes/New Securities. Notwithstanding anything
to the contrary contained in this Confirmation Order, the Plan or the Plan
Related Documents, the Liens granted to secure the New Senior Secured Notes
under the New Secured Notes Security Documents (and all documents, instruments
and agreements related thereto and annexes, exhibits and schedules appended
thereto) shall constitute, as of the Effective Date, legal, valid and duly
perfected Liens in the Collateral specified therein, and shall have a priority
that is subject and subordinate only to the Liens granted to the post
confirmation administrative agent and the Post Confirmation Credit Facility
Lenders under the Post Confirmation Financing Documents and to the Liens of
Allowed Class 6B Claimants. The intended parties to the New Secured Notes
Security Documents are hereby authorized to take any such actions as shall be
necessary to carry out the intents and purposes of this Paragraph 33. The New
Senior Secured Notes when issued pursuant to the Plan, shall be deemed to be
duly executed and delivered, and shall constitute legal, valid, binding
obligations of Reorganized TransTexas, enforceable against Reorganized
TransTexas (except as enforceability may be limited by any bankruptcy or
insolvency proceeding filed by Reorganized TransTexas subsequent to the date of
the execution of such document). The New Common Stock, when issued
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 39
<PAGE> 40
pursuant to the Plan, shall be deemed to be validly issued, fully paid and
nonassessable. The New Junior Preferred Stock, issued pursuant to the Plan,
shall be deemed to be validly issued, fully paid and nonassessable. The New
Senior Preferred Stock, issued pursuant to the Plan, shall be deemed to be
validly issued, fully paid and nonassessable. The Warrant Agreement and the New
Warrants, when duly authorized, executed and delivered pursuant to the Plan,
shall constitute a legal, valid and binding agreement of the Reorganized
TransTexas, enforceable against the Reorganized TransTexas in accordance with
their terms, and the New Common Stock issuable upon exercise of the New
Warrants, when issued, shall be deemed to be validly issued, fully paid and
nonassessable. Pursuant to Section 1145 of the Bankruptcy Code, Section 5 of
the Securities Act of 1933 and any state or local laws requiring registration
of the offer or sale of a security, or registration or licensing of an issuer
of, underwriter of, or broker or dealer in, a security, do not apply to the
issuance or, except with respect to an Entity that is an "underwriter" as
defined in subsection (b) of Section 1145 of the Bankruptcy Code, resale of the
Reorganization Securities being distributed in respect of Allowed Claims or
Allowed Interests under the Plan. As provided in Section 6.09 of the Plan,
Reorganized TransTexas shall use all reasonable efforts to cause, as soon as
practicable after the Effective Date, the shares of New Common Stock issued
under the Plan to be listed on a national securities exchange or quoted in the
national market system of the National Association of Securities Dealer's
Automated Quotation System. Within thirty days after the Effective Date and in
accordance with the terms of the Registration Rights Agreement, Reorganized
TransTexas will use all reasonable efforts to file, at its expense, and have
declared effective as soon as practicable thereafter, a registration statement
or registration statements under the Securities Act for the offering on a
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 40
<PAGE> 41
continuous or delayed basis in the future the Reorganization Securities (the
"Shelf Registration"). All of the Reorganization Securities shall be included
in the Shelf Registration statement pursuant to the terms of the Registration
Rights Agreement. The Registration Rights Agreement, when duly authorized,
executed and delivered pursuant to the Plan, shall constitute a legal, valid
and binding agreement of the Reorganized TransTexas, enforceable against the
Reorganized TransTexas in accordance with its terms.
34. GMAC Post Confirmation Agreement. As of the Effective Date, the
GMAC Secured Claim shall be (a) deemed assumed by the Reorganized Debtor to be
paid in accordance with the terms and conditions of the GMAC Post Confirmation
Agreement; and (b) secured by a first priority Lien and/or security interest in
and to the Receivables and certain other assets of the Debtor and Reorganized
Debtor, as set forth with specificity therein (the "GMAC Post Confirmation
Collateral"), having the rights and priorities set forth in Sections 5.04 and
5.06 of the Plan.
35. Post Confirmation Credit Facility. The Post Confirmation Credit
Facility is hereby deemed authorized and approved in all respects in accordance
with the terms and conditions of the Post Confirmation Financing Documents. The
security interests and Liens granted to secure the obligations to the Post
Confirmation Credit Facility Lenders under the Post Confirmation Financing
Documents shall constitute, as of the Effective Date, legal, valid and duly
perfected first-priority liens and security interests in and to the Collateral
specified therein, including but not limited to, (a) all Hydrocarbons Reserves
(as defined in the Post Confirmation Financing Documents), including, but not
limited to, those set forth in a Further Order in Implementation of Plan Terms
to be entered by this Court prior to the closing of the Post Confirmation
Credit Facility, which order
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 41
<PAGE> 42
terms shall be incorporated herein by cross-reference; and (b) present and
hereafter acquired tangible and intangible assets of the Reorganized Debtor
(including all mineral interests and the Reorganized Debtor's rights under
existing and future production agreements and under all hedging contracts, as
well as all Receivables and inventory) and all proceeds and products of the
foregoing (the "Post Confirmation Credit Facility Collateral"), subject only,
where applicable, to the permitted Liens and encumbrances specifically
consented to by the Post Confirmation Credit Facility Lenders in the Post
Confirmation Financing Documents.
36. Post Confirmation Credit Facility and New Senior Secured Notes and
Priority and Implementation. Notwithstanding anything to the contrary set forth
in any other provision of the Plan, the Confirmation Order or any Plan Related
Document, any and all Liens and/or security interests in the assets comprising
the Post Confirmation Credit Facility Collateral granted by the Debtor and
Reorganized Debtor to any person or entity other than the Post Confirmation
Credit Facility Lenders (and the holders of Allowed Secured Tax Claims)
pursuant to this Plan and/or the Confirmation Order or at any time thereafter
shall be subject and subordinate in all respects to the Liens and/or security
interests in the Post Confirmation Credit Facility Collateral granted to the
Post Confirmation Credit Facility Lenders pursuant to the Plan, the
Confirmation Order and the Plan Related Documents. The intended parties to the
Post Confirmation Financing Documents are hereby authorized to take any such
actions as shall be necessary to carry out the intents and purposes of the
Plan, the Confirmation Order or any Plan Related Document. Consistent with the
foregoing, and Paragraph 33 of this Confirmation Order, each recorder of deeds
or similar official for any county, city or Governmental Unit in which any
instrument furthering an interest in the Post Confirmation
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 42
<PAGE> 43
Credit Facility Collateral or the Collateral securing the New Senior Secured
Notes is to be recorded, is hereby ordered and directed to accept a copy of
this Confirmation Order as evidence of the rights, interests and priorities set
forth herein.
37. High River Carve-Out. Notwithstanding anything contained in this
Confirmation Order, any Plan Related Document or the Plan, Sections 9.01(d) and
11.04 of the Plan shall not affect, alter or otherwise impair any rights,
claims, Causes of Action or defenses of High River Limited Partnership ("High
River"), other than rights, claims, Causes of Action or defenses of High River
with respect to the Bondholder Lenders in their capacity as Bondholder Lenders
and the Entities serving on the Bondholder Committee. Nothing contained in this
Section is intended to limit or otherwise qualify the GMAC Waiver and
Injunction.
38. New Senior Secured Notes Indenture Trustee. Firstar is hereby
authorized to serve as the New Senior Secured Notes Indenture Trustee, and if
Firstar is unable or unwilling to serve, the Debtor is hereby authorized and
directed, with the consent of the Bondholder Committee, to select an
alternative to serve as the New Senior Secured Notes Indenture Trustee.
39. Plan Implementation. All actions contemplated by the Plan are
hereby authorized and approved in all respects (subject to the provisions of
the Plan), including, without limitation, all actions contemplated by Article
VI of the Plan. All such actions, and any other actions described in the Plan
or this Confirmation Order that would otherwise require the consent or approval
of the directors or shareholders of the Debtor or Reorganized TransTexas shall
be deemed to have been consented to or approved and shall be effective under
applicable state law and the Bankruptcy Code, without any requirement of prior
or further action by the shareholders or directors of the Debtor or
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 43
<PAGE> 44
Reorganized TransTexas. The appropriate officers and directors of the Debtor
and/or Reorganized TransTexas are authorized to execute and deliver and to
perform the terms of the agreements, documents and instruments contemplated by
the Plan and the Disclosure Statement in the name of and on behalf of the
Debtor and/or Reorganized TransTexas.
40. Board of Directors. The board of directors of Reorganized
TransTexas shall be deemed to have been duly elected by the shareholders of
Reorganized TransTexas and the following individuals shall constitute such
board of directors: John R. Stanley, John Whitmire, Walter Piontek, Gerald
Bennett and Ronald Benson. Such directors shall remain in office until their
successors are duly elected and qualified, or until their earlier resignation,
removal or death, subject to the applicable laws of the State of Delaware and
the terms of the Plan, the Plan Related Documents, the Amended Certificate of
Incorporation and the Amended By-Laws. Except as otherwise provided in the
Plan, the members of the board of directors of TransTexas as of the Business
Day immediately preceding the Effective Date shall have no continuing
obligations to the Debtor or Reorganized TransTexas on and after the Effective
Date. On the Effective Date, the executive officers of Reorganized TransTexas
shall be the same individuals serving in the same capacities as of the Business
Day immediately preceding the Effective Date.
41. Indemnification. Pursuant to Section 9.02 of the Plan, all
obligations of the Debtor to indemnify or hold harmless current or former
officers, directors or employees of the Debtor, and all Claims of such
officers, directors or employees under the articles of incorporation or by-laws
of the Debtor, state law, corporate documents or agreements shall not survive
the Effective Date and shall be discharged regardless of whether
indemnification is owed in connection with an event
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 44
<PAGE> 45
occurring before, on or after the Petition Date provided, however that
Reorganized TransTexas shall take all such actions as are necessary to maintain
in full force and effect any existing insurance policies until they shall
expire by their terms.
42. Termination of Committees. Except as otherwise provided in Section
9.03 of the Plan, the appointment of each official statutory committee
appointed in the Chapter 11 Case (the Creditors Committee and the SubDebt
Committee) shall terminate on the Effective Date. Notwithstanding the
foregoing, for a period not to exceed 2 years from the Effective Date, the
Executive Committee (and its counsel) shall continue for the sole purpose of
monitoring and, if necessary, participating in the claims objection process of
the Debtor.
43. Exemption from Certain Taxes. Pursuant to Section 1146(c) of the
Bankruptcy Code, (a) the issuance, transfer or exchange of any securities,
instruments or documents under the Plan or any Plan Related Document,
including, without limitation, the New Senior Secured Notes, the New Class A
Common, or the New Class B Common Stock, the New Senior Preferred Stock and the
New Junior Preferred Stock, (b) the creation of any other lien, mortgage, deed
of trust or other security interest under or in furtherance of the Plan or any
Plan Related Document, including, without limitation, the New Secured Notes
Security Documents, (c) the making or assignment of any lease or sublease or
the making or delivery of any deed or other instrument of transfer under,
pursuant to, in furtherance of, or in connection with, the Plan, including,
without limitation, any deeds, bills of sale or assignments executed in
connection with any of the transactions contemplated under the Plan or the
revesting, transfer or sale of any real or personal property of the Debtor
pursuant to, in implementation of, or as contemplated in the Plan and (d) the
issuance, renewal, modification or
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 45
<PAGE> 46
securing or indebtedness by such means, and the making delivery or recording of
any deed or other instrument of transfer under, in furtherance of, or in
connection with, the Plan, including, without limitation, the Confirmation
Order, shall not be subject to any document recording tax, stamp tax, conveyance
fee or other similar tax, mortgage tax, real estate transfer tax, mortgage
recording tax or other similar tax or governmental assessment. Consistent with
the foregoing, each recorder of deeds or similar official for any county, city
or governmental unit in which any instrument hereunder is to be recorded is
hereby ordered and directed to accept such instrument, without requiring the
payment of any filing fees, documentary stamp tax, deed stamps, stamp tax,
transfer tax, intangible tax or similar tax.
44. Discharge, Releases and Indemnifications. On the Effective Date,
the provisions of Article IX of the Plan shall be valid, binding and effective
in all respects, and are hereby approved as integral parts of the Plan as fair,
equitable, reasonable and in the best interests of the Debtor, the Estate,
Creditors and all other parties in interests in the Chapter 11 Case, without
the requirement of any further action by any party in interest in the Chapter
11 Case.
45. References to Plan Provisions. The failure to reference or discuss
any particular provision of the Plan in this Confirmation Order shall have no
effect on the validity, binding effect or enforceability of such provision and
such provision shall have the same validity, binding effect and enforceability
as every other provision of the Plan.
46. Reversal. If any or all of the provisions of this Confirmation
Order are hereafter reversed, modified or vacated by subsequent order of this
Court or any other court, such reversal, modification or vacatur shall not
affect the validity of the acts or obligations incurred or undertaken
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 46
<PAGE> 47
under or in connection with the Plan prior to the Debtor or Reorganized
TransTexas' receipt of written notice of any such order; nor shall such
reversal, modification or vacatur of this Confirmation Order affect the
validity or enforceability of such act or obligation. Notwithstanding any such
reversal, modification or vacatur of this Confirmation Order, any such act or
obligation incurred or undertaken pursuant to, and in reliance on, this
Confirmation Order prior to the effective date of such reversal, modification
or vacatur shall be governed in all respects by the provisions of this
Confirmation Order and the Plan and all documents, instruments and agreements
related thereto or any amendments or modifications thereto.
47. Exculpation. The Exculpated Persons shall have no liability to the
Debtor, the Reorganized Debtor, any holder of a Claim or Interest, any other
party in interest in the Chapter 11 Case or any other Entity for actions taken
or not taken under the Plan, in connection therewith or with respect thereto,
or arising out of their administration of the Plan or the property to be
distributed under the Plan, including, without limitation, failure to satisfy
any condition or conditions, or refusal to waive any condition or conditions,
to the occurrence of the Effective Date.
48. Enforceability. Pursuant to Sections 1123(a) and 1142(a) of the
Bankruptcy Code, the provisions of this Confirmation Order, the Plan and the
Plan Related Documents shall apply and be enforceable notwithstanding any
otherwise applicable nonbankruptcy law.
49. Substantial Consummation. The Plan shall be deemed to be
substantially consummated on the Effective Date.
50. Appeal. This Confirmation Order is a Final Order and is subject to
immediate appeal.
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 47
<PAGE> 48
51. Controlling Provisions. In the event and to the extent that any
provision of this Confirmation Order is determined to be inconsistent with any
provision of the Plan or any Plan Related Document or the Disclosure Statement,
such provision of this Confirmation Order shall control and take precedence. In
the event and to the extent that any provision of any Plan Related Document is
determined to be inconsistent with any provision of the Plan or the Disclosure
Statement, such provision of such Plan Related Document shall control and take
precedence.
Dated: February __, 2000
Corpus Christi, Texas
------------------------------------
UNITED STATES BANKRUPTCY COURT
ORDER CONFIRMING DEBTOR'S SECOND AMENDED,
MODIFIED AND RESTATED PLAN OF REORGANIZATION Page 48
<PAGE> 1
EXHIBIT 99.1
TRANSTEXAS GAS CORPORATION
(Debtor-in-Possession)
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands of dollars, except share amounts)
(Unaudited)
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 31,
1999 1999
------------- -------------
<S> <C> <C>
ASSETS
Currents assets:
Cash and cash equivalents $ 18,487 $ 3,775
Accounts receivable 22,247 16,091
Receivable from affiliates 1,144 1,286
Inventories 1,764 3,210
Other current assets 4,613 3,693
------------- -------------
Total current assets 48,255 28,055
------------- -------------
Property and equipment 1,498,954 1,459,630
Less accumulated depreciation, depletion and amortization 1,234,409 1,167,487
------------- -------------
Net property and equipment 264,545 292,143
------------- -------------
Other assets, net 23,003 25,169
------------- -------------
$ 335,803 $ 345,367
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Note payable $ 30,000 $ --
Revolving credit agreement 3,778 --
Accounts payable 9,397 --
Accrued liabilities 9,784 983
------------- -------------
Total current liabilities 52,959 983
------------- -------------
Production payments, less current portion 33,879 56,260
Liabilities subject to compromise 725,654 718,139
Commitments and contingencies -- --
Stockholders' deficit:
Common stock, $0.01 par value, 100,000,000 shares
shares authorized, 57,515,566 shares issued and
outstanding at December 31, 1999 and January 31, 1999 740 740
Additional paid-in capital 20,615 19,915
Accumulated deficit (235,639) (188,265)
------------- -------------
(214,284) (167,610)
Treasury stock (262,405) (262,405)
------------- -------------
Total stockholders' deficit (476,689) (430,015)
------------- -------------
$ 335,803 $ 345,367
============= =============
</TABLE>
<PAGE> 1
EXHIBIT 99.2
- --------------------------------------------------------------------------------
NEWS
RELEASE
[TRANSTEXAS GAS CORPORATION LOGO]
================================================================================
FOR IMMEDIATE RELEASE
CONTACT: John Riney
Phone: (281) 987-8600
Fax: (281) 986-8865
Email: [email protected]
COURT CONFIRMS TRANSTEXAS PLAN OF REORGANIZATION
HOUSTON, February 7, 2000 -- TransTexas Gas Corporation (OTCBB: TTGGQ) announced
today that the United States Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, has signed an order confirming the Company's
Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code.
The Plan will take effect and be consummated on the Effective Date, which is
expected to be as soon as is practicable.
On the Effective Date, the Company's existing securities, including a $450
million Senior Secured Note, $115.8 million of Subordinated Notes and all of its
issued and outstanding shares of common stock will be canceled. The Company will
issue $200 million in New Senior Secured Notes, shares of New Senior Preferred
Stock, shares of New Junior Preferred Stock, shares of New Common Stock,
Warrants to purchase additional shares of New Common Stock, and cash to the
holders of the Senior Secured Note claim.
Holders of the Subordinated Notes and old common stock, as well as holders of
general unsecured claims, will receive no direct distributions under the Plan.
However, the holders of the Senior Secured Note claim have agreed to reallocate
a portion of their Plan distribution as follows: (i) holders of Subordinated
Note claims will receive either cash, shares of New Senior Preferred Stock, or
Shares of New Junior Preferred Stock, (ii) holders of general unsecured claims
will receive cash and shares of New Senior Preferred Stock, and (iii) holders of
old common stock will receive shares of New Common Stock and Warrants. Other
classes of creditors will receive distributions as outlined in the Plan.
Holders of allowed claims and interests as of 5:00 p.m. (CST) on February 15,
2000 (the Distribution Record Date) will be entitled to participate in Plan
distributions. The Company also expects, in
================================================================================
Except for the historical information contained herein, the matters set forth in
this news release may contain forward looking statements that involve certain
risks and uncertainties that could cause actual results to differ materially
from those in the forward looking statements. Potential risks and uncertainties
include such factors as fluctuations in natural gas and crude oil pricing over
which the Company has no control, the ultimate success of exploration drilling
programs, the competitive nature of the oil and gas exploration, development and
production industries and the uncertainties associated with the drilling,
completing and operating of natural gas and oil wells. Investors are directed to
consider such risks and other uncertainties discussed in documents filed by the
Company with the Securities and Exchange Commission.
(more)
<PAGE> 2
- --------------------------------------------------------------------------------
connection with the consummation of the Plan, to execute a $52.5 million exit
financing facility and amend its existing DIP Credit Agreement and Revolving
Accounts Receivable Credit Facility.
The Company will be filing a Current Report on Form 8-K with the Securities and
Exchange Commission within the next 15 days setting forth in more detail the
terms of the Plan. The very brief summary set forth above is qualified in its
entirety by reference to the Plan, a copy of which will be attached to the Form
8-K. The Company's SEC filings are available on the Internet at
http://www.sec.gov/cgi-bin/srch-edgar?transtexas+adj+gas. Creditors and
stockholders can also obtain a copy of the Plan from the Company by sending a
written request to Investor Relations, TransTexas Gas Corporation, 1300 North
Sam Houston Parkway East, Suite 310, Houston, Texas 77032.
================================================================================
Except for the historical information contained herein, the matters set forth in
this news release may contain forward looking statements that involve certain
risks and uncertainties that could cause actual results to differ materially
from those in the forward looking statements. Potential risks and uncertainties
include such factors as fluctuations in natural gas and crude oil pricing over
which the Company has no control, the ultimate success of exploration drilling
programs, the competitive nature of the oil and gas exploration, development and
production industries and the uncertainties associated with the drilling,
completing and operating of natural gas and oil wells. Investors are directed to
consider such risks and other uncertainties discussed in documents filed by the
Company with the Securities and Exchange Commission.
###
