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EXHIBIT 2.4
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
VICTORIA DIVISION
IN RE: (S)
(S)
SOUTHERN MINERAL CORPORATION, (S) CASE NO. 99-60359-V2-11
SMC PRODUCTION COMPANY, (S) CASE NO. 99-60360-V2-11
AMERAC ENERGY CORPORATION, (S) CASE NO. 99-60361-V2-11
BEC ENERGY, INC., (S) CASE NO. 99-60362-V2-11
SMC ECUADOR, INC., (S) CASE NO. 99-60363-V2-11
(S)
Debtors. (S) Jointly Administered Under
(S) CASE NO. 99-60359-V2-11
THIRD MODIFICATION TO DEBTORS'
SECOND AMENDED PLAN OF REORGANIZATION
FILED MAY 2, 2000
Dated July 5, 2000
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The Debtors' Second Amended Plan of Reorganization Filed May 2, 2000, as
amended on June 19, 2000 by the Modification to Debtors' Second Amended Plan of
Reorganization Filed May 2, 2000, and on June 29, 2000 by the Second
Modification to Debtors' Second Amended Plan of Reorganization Filed May 2,
2000, is hereby further amended by this Third Modification (as amended, the
"Plan") as follows:
Section 1. Amendment to Article IV.
Article IV.D.ii. of the Plan is deleted in its entirety and replaced by the
following Article IV.D.4.ii.:
Price
The exercise price of the New Warrants will be $4.21 per share to be paid
in cash when exercised, subject to adjustment for certain customary anti-
dilution protections for stock splits, stock dividends and other
recapitalization events.
Section 2. Amendments to Appendix I-A.
(a) The definition of "New Director" in Appendix I-A to the Plan is
deleted in its entirety and replaced by the following definition of
such term:
New Director - shall mean each of the following: (a) David E. Fite,
provided, however, if he chooses not to serve then the Creditors'
Committee shall select one Debenture holder(s) (other than from
the Bondholder Group I or Bondholder Group II) willing to serve
and reasonably acceptable to the Debtors prior to June 30, 2000
as a replacement, provided further, however, if such replacement
is not timely made the Debtors shall select the replacement from
the Debenture holder group; (b) three (3) individuals selected by
the Bondholder Group I, willing to serve and reasonably
acceptable to the Debtors, prior to July 19, 2000; and (c) one
(1) independent individual selected jointly by the Creditors'
Committee, Bondholder Group I and Bondholder Group II, prior to
July 19, 2000, who is willing to serve and reasonably acceptable
to the Debtors, who is knowledgeable of the oil and gas industry
with no business or personal ties to the Chapter 11 Case or the
parties in interest in the Chapter 11 Case, provided, however,
that if any such individuals are not either appointed or approved
prior to the applicable July 19 deadline, then the board
positions vacant at such time will not be filled and such vacant
positions shall be filled by vote of the record holders of Common
Stock in Reorganized Southern Mineral at a special shareholders'
meeting to be called no later than ninety (90) days following the
Distribution Date.
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(b) The definition of "Bondholder Group" in Appendix I-A to the Plan is
deleted in its entirety and replaced by the following term:
Bondholder Group I - shall mean Co-Mac Partners, L.P., Co-Mac
Endowment, L.P., Co-Mac Int'l, N.V., Co-Mac Opportunities L.P.,
Jude Z. Nash, IRA, Robert Nash, IRA, Robert Nash and Paul Miller,
including their respective insiders as that term is defined in
section 101(31) of the Bankruptcy Code.
(c) The following definition is inserted in alphabetical order in Appendix
I-A to the Plan:
Bondholder Group II - shall mean Dain Rauscher Incorporated, including
their respective insiders as that term is defined in section
101(31) of the Bankruptcy Code.
EXCEPT AS EXPRESSLY MODIFIED BY THIS THIRD MODIFICATION, THE TERMS AND
CONDITIONS OF DEBTORS' SECOND AMENDED PLAN OF REORGANIZATION FILED MAY 2, 2000,
AS AMENDED ON JUNE 19, 2000 BY THE MODIFICATION TO DEBTORS' SECOND AMENDED PLAN
OF REORGANIZATION FILED MAY 2, 2000 AND AS AMENDED ON JUNE 29, 2000 BY THE
SECOND MODIFICATION TO DEBTORS' SECOND AMENDED PLAN OF REORGANIZATION FILED MAY
2, 2000 REMAIN IN FULL FORCE AND EFFECT.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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Dated: July 5, 2000
Houston, Texas
SOUTHERN MINERAL CORPORATION
/s/ Steven H. Mikel
-----------------------------------
Steven H. Mikel
President, Chief Executive Officer and Secretary
SMC PRODUCTION COMPANY
/s/ Steven H. Mikel
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Steven H. Mikel
President, Chief Executive Officer and Secretary
AMERAC ENERGY CORPORATION
/s/ Steven H. Mikel
-----------------------------------
Steven H. Mikel
President, Chief Executive Officer and Secretary
BEC ENERGY, INC.
/s/ Steven H. Mikel
-----------------------------------
Steven H. Mikel
President, Chief Executive Officer and Secretary
SMC ECUADOR, INC.
/s/ Steven H. Mikel
-----------------------------------
Steven H. Mikel
President, Chief Executive Officer and Secretary
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
Attorneys for Debtors
By: /s/ H. Rey Stroube, III
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H. Rey Stroube, III
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