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EXHIBIT 3.8
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
TRANSTEXAS GAS CORPORATION
Pursuant to the provisions of Section 242 of the General Corporation
Law of the State of Delaware, TransTexas Gas Corporation, a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "Company"), does hereby certify:
FIRST: That the Board of Directors of the Company, by unanimous consent
pursuant to Section 141(f) of the General Corporation Law of the State of
Delaware, adopted resolutions setting forth and declaring advisable the proposed
amendments to the Certificate of Designation for Series A Senior Preferred Stock
set forth in Annex A attached hereto and the Certificate of Designation for
Series A Junior Preferred Stock set forth in Annex B attached hereto.
SECOND: That thereafter, pursuant to resolutions of the Board of
Directors, the proposed amendments were submitted to the stockholders of the
Company, and the necessary number of shares as required by statute was voted in
favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That this Certificate of Amendment shall be effective upon the
filing hereof.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be executed as of July 25, 2000.
TRANSTEXAS GAS CORPORATION
/s/ ED DONAHUE
----------------------------------
Ed Donahue, Vice President, Chief
Financial Officer and Secretary
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ANNEX A
AMENDMENTS TO THE CERTIFICATE OF DESIGNATION
FOR SERIES A SENIOR PREFERRED STOCK OF THE COMPANY
1. Section 1 of the Certificate of Designation for Series A Senior
Preferred Stock of the Company (the "Senior Preferred Stock Certificate
of Designation") is hereby amended to read in its entirety as follows:
"Of the authorized but unissued shares of Preferred Stock, 328,667,951
shares are designated Series A Senior Preferred Stock (the "Senior
Preferred Stock"). The Senior Preferred Stock will have a par value
equal to $0.001 per share."
2. The first sentence of Section 3(a) of the Senior Preferred Stock
Certificate of Designation is hereby amended to read in its entirety as
follows:
"(a) The holders of the shares of the Senior Preferred Stock shall be
entitled to be paid, when, as and if declared by the Board of Directors
of the Corporation out of funds legally available for the payment of
dividends, quarterly dividends at the rate equal to, (i) during the two
year period commencing at the Effective Time, $0.10 per share per annum
and, (ii) at any time thereafter, $0.0775 per share per annum, payable
on August 15, 2000 and thereafter quarterly on March 15, June 15,
September 15 and December 15 of each year, commencing September 15,
2000 (each, a "Dividend Payment Date")."
3. Clause (i) of Section 5(a) of the Senior Preferred Stock Certificate of
Designation is hereby amended to read in its entirety as follows:
"(i) If either (1) more than 75 million shares of Senior Preferred
Stock are outstanding at any time after the sixth anniversary of the
Effective Time or (2) the Corporation fails to pay dividends in
accordance with Section 3 herein (as amended from time to time) on any
two Dividend Payment Dates, one-half of the outstanding shares of
Senior Preferred Stock shall be automatically converted into fully paid
and non-assessable shares of Class A Common Stock at the rate of 0.3461
Class A Common Shares for each $1.00 of liquidation preference (the
"Conversion Ratio") of the shares of Senior Preferred Stock so
converted. Any shares of Senior Preferred Stock converted pursuant to
this provision shall be allocated among the holders of the Senior
Preferred Stock on a pro rata basis."
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ANNEX B
AMENDMENTS TO THE CERTIFICATE OF DESIGNATION
FOR SERIES A JUNIOR PREFERRED STOCK OF THE COMPANY
1. The last sentence of Section 1 of the Certificate of Designation for
Series A Junior Preferred Stock of the Company (the "Junior Preferred
Stock Certificate of Designation") is hereby amended to read in its
entirety as follows:
"The Junior Preferred Stock will have a par value equal to $0.001 per
share."
2. The first sentence of Section 3 of the Junior Preferred Stock
Certificate of Designation is hereby amended to read in its entirety as
follows:
"The holders of the shares of the Junior Preferred Stock shall be
entitled to be paid, when, as and if declared by the Board of Directors
of the Corporation out of funds legally available for the payment of
dividends, quarterly dividends at the rate equal to, (i) until the
sixth anniversary of the Effective Time (the "First Dividend Period"),
$0.10 per share per annum and, (ii) at any time thereafter (the "Second
Dividend Period"), $0.20 per share per annum, payable on August 15,
2000 and thereafter quarterly on March 15, June 15, September 15 and
December 15 of each year, commencing September 15, 2000 (each, a
"Dividend Payment Date")."
3. Clause (i) of Section 5(a) of the Junior Preferred Stock Certificate of
Designation is hereby amended to read in its entirety as follows:
"(i) If either (1) more than 75 million shares of Senior Preferred
Stock are outstanding at any time after the sixth anniversary of the
Effective Time or (2) the Corporation fails to pay dividends on the
Senior Preferred Stock in accordance with the terms thereof on any two
Dividend Payment Dates (as defined in the Certificate of Designation
for the Senior Preferred Stock, as amended from time to time), all of
the outstanding shares of Junior Preferred Stock shall be automatically
converted into fully paid and non-assessable shares of Class A Common
Stock at the rate of 0.1168 Class A Common Shares for each $1.00 of
Liquidation Preference (the "Conversion Ratio") of the shares of Junior
Preferred Stock so converted."
4. Clause (ii) of Section 7(b) of the Junior Preferred Stock Certificate
of Designation is hereby amended to read in its entirety as follows:
"(ii) authorize or issue, or increase the authorized amount of any
additional class or series of Senior Stock of the Corporation;"
