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EXHIBIT 4.47
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TRANSTEXAS GAS CORPORATION,
Issuer,
GALVESTON BAY PROCESSING CORPORATION
and
GALVESTON BAY PIPELINE COMPANY,
Guarantors,
and
FIRSTAR BANK, N.A.,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of June 28, 2000
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$200,000,000
15% Senior Secured Notes due 2005
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 28, 2000, but
retroactive to, and effective as of, March 15, 2000 (the "First Supplemental
Indenture"), is made and entered into by and among TRANSTEXAS GAS CORPORATION, a
Delaware corporation (the "Company"), GALVESTON BAY PROCESSING CORPORATION, a
Delaware corporation ("Processing"), and GALVESTON BAY PIPELINE COMPANY, a
Delaware corporation ("Pipeline," and, together with Processing, the "Initial
Guarantors"), and FIRSTAR BANK, N.A., as trustee (the "Trustee"), under an
Indenture dated as of March 15, 2000, between the Company, as issuer, and the
Trustee, as trustee, and joined in by the Initial Guarantors as Guarantors (the
"Original Indenture"). All capitalized terms used in this First Supplemental
Indenture that are defined in the Original Indenture, either directly or by
reference therein, have the meanings assigned to them therein, except to the
extent such terms are defined in this First Supplemental Indenture or the
context clearly requires otherwise.
WHEREAS, the Initial Guarantors are parties to the Indenture, each
having joined in the execution thereof for the purposes of evidencing its
Guarantee and of agreeing to be bound by the terms of this Indenture, as
expressly set forth in the definition of the term "Guarantor" set forth in
Section 1.1 of the Original Indenture; and
WHEREAS, Section 9.1 of the Original Indenture provides, among other
things, that the Company (when authorized by Board Resolutions) and the Trustee
may, at any time and from time to time, without the necessity for consent of any
Holder, enter into one or more indenture supplements, in form satisfactory to
the Trustee, to cure any ambiguity, defect, or inconsistency, or to make other
provisions with respect to matters or questions arising under the provisions of
the Indenture, provided that such action shall not adversely affect the
interests of any Holder in any respect; and
WHEREAS, the Board of Directors of the Company has adopted resolutions
authorizing and approving the amendment of Section 12.1(a) of the Indenture for
the purpose of curing an ambiguity, defect or inconsistency therein, as more
particularly described in this First Supplemental Indenture, and the Company,
the Initial Guarantors and the Trustee are executing and delivering this First
Supplemental Indenture in order to provide for such amendment and to confirm the
obligations of the Initial Guarantors as Guarantors under the Indenture; and
WHEREAS, the Company, the Initial Guarantors and the Trustee have
determined that the amendments described below do not adversely affect the
interests of any Holder in any respect;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this First
Supplemental Indenture hereby agree as follows:
ARTICLE I
AMENDMENT TO ORIGINAL INDENTURE
Section 1.1 Amendment to Section 12.1(a). Section 12.1(a) of the
Original Indenture is hereby amended by deleting from the phrase "each
Subsidiary of the Company joining in the execution of this Indenture and the
Notes for the purpose of evidencing its Guarantee and its agreement to be bound
by the terms of this Indenture" appearing in the first sentence thereof the
phrase "and the Notes" such that Section 12.1(a) of the Original Indenture, as
so amended, is restated in its entirety to read as follows:
(a) In consideration of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each
Subsidiary
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of the Company joining in the execution of this Indenture for
the purpose of evidencing its Guarantee and its agreement to
be bound by the terms of this Indenture, and each Subsidiary
of the Company that becomes a Guarantor in accordance with
Section 4.16 and/or that executes a supplemental indenture in
which such Subsidiary agrees to become and be a Guarantor and
to be bound by the terms of this Indenture, jointly and
severally, hereby unconditionally guarantees to each Holder of
a Note authenticated and delivered by the Trustee and to the
Trustee, irrespective of the validity or enforceability of
this Indenture, the Notes or the obligations of the Company
under this Indenture or the Notes, that: (i) the principal of
and interest (and premium, if any) on the Notes will be paid
in full when due, whether at the maturity or interest payment
date, on any Change of Control Payment Date, by acceleration,
call for redemption, purchase or otherwise, and interest on
the overdue principal and interest, if any, of the Notes, if
lawful, and all other obligations of the Company to the
Holders or the Trustee under this Indenture or the Notes will
be promptly paid in full or performed, all in accordance with
the terms of this Indenture and the Notes, and (ii) in case of
any extension of time of pay ment or renewal of any Notes or
any of such other obligations, they will be paid in full when
due or performed in accordance with the terms of the extension
or renewal, whether at maturity, on any Change of Control
Payment Date, by acceleration, call for redemption, purchase
or otherwise (such guarantees being the "Guarantee"). The
Guarantee is a guarantee of payment and not of collection.
Failing payment when due of any amount so guaranteed for
whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same whether or not the failure to so pay
is or becomes an Event of Default.
ARTICLE II
CONFIRMATION AND RATIFICATION OF INITIAL GUARANTORS
Section 2.1 Confirmation of Joinder. Each of the Initial Guarantors
acknowledges and agrees that it joined in the execution of the Original
Indenture for the purposes of evidencing its Guarantee and of agreeing to be
bound by the terms of the Original Indenture, as amended or supplemented from
time to time in accordance with the terms thereof and that it is joining in the
execution of this First Supplemental Indenture for the purposes of (a) ratifying
and confirming such Guarantee and such agreement to be so bound and (b)
evidencing its consent to the execution and delivery of, and to the amendment to
Section 12.1(a) of the Original Indenture effected pursuant to Section 1.1 of,
this First Supplemental Indenture.
Section 2.2 Ratification of Indenture. Each of the Initial Guarantors
agrees that its Guarantee under the Original Indenture is in all respects
acknowledged, ratified and confirmed, and, notwithstanding the execution and
delivery of this First Supplemental Indenture, and after giving effect to such
execution
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and delivery, is and shall remain and continue in full force and effect in
accordance with the terms of the Original Indenture, as supplemented by this
First Supplemental Indenture.
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Ratification of Indenture. The Original Indenture is in
all respects acknowledged, ratified and confirmed, and shall continue in full
force and effect in accordance with the terms thereof and as supplemented by
this First Supplemental Indenture. The Original Indenture and this First
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
Section 2.02. Effect of Headings. The Article and Section headings in
this First Supplemental Indenture are for convenience only and shall not affect
the construction of this First Supplemental Indenture.
Section 2.03. Severability. In case any one or more of the provisions
in this First Supplemental Indenture shall be held invalid, illegal or
unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.
Section 2.04. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 2.05. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
the same instrument.
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SIGNATURES
IN WITNESS WHEREOF, the parties to this First Supplemental Indenture
have caused this First Supplemental Indenture to be duly executed as of June 28,
2000, but to be effective as of and retroactive to March 15, 2000.
TRANSTEXAS GAS CORPORATION
By: /s/ ED DONAHUE
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Name: Ed Donahue
Title: Vice President and Chief
Financial Officer
Attest: /s/ DAVID R. JENNINGS
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Name: David R. Jennings
Title: Assistant Secretary
SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE
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GALVESTON BAY PROCESSING CORPORATION
By: /s/ ED DONAHUE
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Name: Ed Donahue
Title: Vice President
Attest: /s/ DAVID R. JENNINGS
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Name: David R. Jennings
Title: Assistant Secretary
SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE
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GALVESTON BAY PIPELINE COMPANY
By: /s/ ED DONAHUE
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Name: Ed Donahue
Title: Vice President
Attest: /s/ DAVID R. JENNINGS
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Name: David R. Jennings
Title: Assistant Secretary
SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE
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FIRSTAR BANK, N.A.,
as Trustee
By: /s/ FRANK P. LESLIE III
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Name: Frank P. Leslie III
Title: Vice President
SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE
