Eighth Supplement to 2000 Production Payment Conveyance by TransTexas Gas Corporation and Grantees

Summary

This agreement, dated March 5, 2002, is between TransTexas Gas Corporation (the Grantor) and Mirant Americas Energy Capital, LP, TCW DR VI Investment Partnership, L.P., and TCW Global Project Fund Ltd. (the Grantees). It amends a previous production payment conveyance by increasing the principal sum by $14 million, adjusts the ownership percentages among the Grantees, and confirms all other terms of the original agreement. The supplement ensures the new terms are binding on all parties and their successors, and is governed by Texas law.

EX-10.2 4 h97686exv10w2.txt 8TH SUPP. TO 2000 PRODUCTION PAYMENT CONVEYANCE EXHIBIT 10.2 EIGHTH SUPPLEMENT TO PRODUCTION PAYMENT CONVEYANCE THIS EIGHTH SUPPLEMENT TO PRODUCTION PAYMENT CONVEYANCE (this "Supplement"), dated as March 5, 2002, is made by TransTexas Gas Corporation, a Delaware corporation ("Grantor"), Mirant Americas Energy Capital, LP, formerly named Southern Producer Services, L.P. ("SPS"), TCW DR VI Investment Partnership, L.P. ("Fund VI"), and TCW Global Project Fund Ltd. ("GPF"). SPS, Fund VI, and GPF are herein collectively called "Grantee". RECITALS: A. Effective as of March 1, 2000, Grantor executed in favor of TCW Portfolio No. 1555 DR V Sub-Custody Partnership, L.P. ("Fund V"), Fund VI, and SPS that certain Production Payment Conveyance dated as of March 14, 2000 (the "3/14/2000 Conveyance"). The 3/14/2000 Conveyance has previously been supplemented and amended by various supplements and, as so supplemented and amended, is herein called the "Original Conveyance". The 3/14/2000 Conveyance and such supplements have been recorded as set forth in Schedule 1 hereto (the "Recording Schedule"); all capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Conveyance. B. Effective as of December 1, 2000, Fund V assigned all of its right, title, and interest under the Original Conveyance to SPS pursuant to a Conveyance of Interest in Production Payment dated as of February 7, 2001. 3. Effective as of September 10, 2001, SPS conveyed an undivided interest in the Production Payment to GPF pursuant to a Partial Conveyance of Production Payment and Seventh Supplement to Production Payment Conveyance dated as of September 10, 2001. The Production Payment is now owned by Fund VI, SPS, and GPF in undivided interests. D. Grantee and Grantor desire to supplement and amend the Original Conveyance, as set forth herein, to account for the payment by SPS of additional funds to Grantor. E. As described in Section 8.7 of the Original Conveyance, Fund VI has appointed TCW Asset Management Company and GPF has appointed TCW London International, Limited to act as their respective agents in connection with supplements and amendments to the Original Conveyance. 1 SUPPLEMENTS AND AGREEMENTS: FOR A GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee do hereby agree, act and covenant as follows: 1. Effective as of 9:00 a.m. Houston, Texas time, on March 7, 2002 (the "Effective Time"), the Original Conveyance is amended in order to add the amount of Fourteen Million Dollars ($14,000,000) to the unliquidated balance of the Primary Sum, as such unliquidated balance stood as of the Effective Time after giving effect to all applications of PP Proceeds made before the Effective Time. After giving effect to such amendment (and to such application of PP Proceeds), the unliquidated balance of the Primary Sum as of the Effective Time is $36,074,886. (Any PP Proceeds received after the Effective Time on March 7, 2002 shall be deemed to have been received on the next following Business Day.) 2. All of the terms and provisions of the Original Conveyance, as the same is amended and supplemented hereby, are ratified, adopted, affirmed and renewed, and remain in full force and effect for the benefit of Grantee, the Beneficiaries, Funds Agent, and their respective successors and assigns. 3. The definition of "Percentage Share" in Section 1.1 of the Original Conveyance is hereby amended in its entirety to read as follows: " 'Percentage Share' means, with respect to each Person included in Grantee, the fractional undivided interest which it owns in the Production Payment at the time in question. From the initial grant of the Production Payment until June 7, 2000, the Percentage Share of each Person included in Grantee was as follows: Fund V 42.859594% Fund VI 21.429797% SPS 35.710609% From and after June 7, 2000, until September 8, 2000, the Percentage Share of each Person included in Grantee was as follows: Fund V 33.048697% Fund VI 16.524349% SPS 50.426954% From and after September 8, 2000, until November 7, 2000, the Percentage Share of each Person included in Grantee was as follows: Fund V 22.863142% Fund VI 11.431571% SPS 65.705287% 2 From and after November 7, 2000, until December 1, 2000, the Percentage Share of each Person included in Grantee was as follows: Fund V 19.08294% Fund VI 9.54147% SPS 71.37559% From and after December 1, 2000, until February 7, 2001, the Percentage Share of each Person included in Grantee was as follows: Fund VI 9.54147% SPS 90.45853% From and after February 7, 2001, until July 9, 2001, the Percentage Share of each Person included in Grantee was as follows: Fund VI 49.82233% SPS 51.17767% From and after July 9, 2001, until September 10, 2001, the Percentage Share of each Person included in Grantee was as follows: Fund VI 43.83362% SPS 56.16638% From and after September 10, 2001, until March 7, 2002, the Percentage Share of each Person included in Grantee was as follows: Fund VI 31.64025% SPS 49.81482% GPF 18.54493% As of 9:00 a.m. Houston, Texas time, on March 7, 2002, the Percentage Share of each Person included in Grantee is as follows: Fund VI 19.36125% SPS 69.29076% GPF 11.34799%" The foregoing Percentage Shares of Fund VI, SPS, and GPF, respectively, taking effect as of March 7, 2002, are in this Amendment called their "amended Percentage Shares". 4. In consideration of the additional purchase price payment made by SPS to Grantor and the foregoing increase in the unliquidated balance of the Primary Sum: 3 (a) Fund VI and GPF do hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto SPS such additional undivided interests in the Production Payment as are necessary in order to cause SPS, GPF and Fund VI to own the Production Payment, at and after the Effective Time, in undivided interests in proportion to their respective amended Percentage Shares, and (b) Fund VI and GPF do further assign unto SPS such undivided interests in Fund VI's and GPF's accounts receivable from the sale of PP Hydrocarbons - to the extent such accounts receivable exist and are unpaid at the Effective Time and arise from the sale of PP Hydrocarbons before the Effective Time - as are necessary in order to cause SPS, GPF and Fund VI to share in all collections of such accounts receivable after the Effective Time in proportion to their respective amended Percentage Shares. TO HAVE AND TO HOLD the same, upon and subject to the terms of the Original Conveyance, as amended hereby, unto SPS and its successors and Permitted Assigns, until the Termination Time. 5. The Recording Schedule sets out recording information for the 3/14/2000 Conveyance and the various supplements thereto. Similar earlier recording schedules are attached to all such supplements. To the extent there is any inconsistency between the Recording Schedule and such earlier recording schedules, the Recording Schedule shall control and all such earlier recording schedules are hereby amended and supplemented to conform to the Recording Schedule. 6. All of the terms and provisions of the Original Conveyance, as the same is amended and supplemented hereby, are ratified, adopted, affirmed and renewed, and remain in full force and effect for the benefit of Grantee, the Beneficiaries, Funds Agent, and their respective successors and assigns. 7. This Supplement may be executed in multiple counterparts, all of which are identical. 8. This Supplement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns, and all of the covenants and agreements contained in the Original Conveyance, as amended hereby, shall be deemed to be covenants and agreements running with the lands affected thereby. 9. This Supplement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of laws. 4 IN WITNESS WHEREOF, this Supplement is executed by the parties hereto on the dates set out below in their respective acknowledgments, dated for purposes of reference as of March 5, 2002, and effective as of the Effective Time. TRANSTEXAS GAS CORPORATION By: ----------------------------------------- Ed Donahue Vice President Grantor's address: 1300 North Sam Houston Parkway East Suite 310 Houston, Texas 77032-2949 Attention: Ed Donahue, Vice President Telephone: 281 ###-###-#### Telecopy: 281 ###-###-#### MIRANT AMERICAS ENERGY CAPITAL, LP By: Mirant Americas Development, Inc., its general partner By: ----------------------------------- John A. Rigas Attorney-in-Fact SPS's address: 1200 Smith Street Suite 2890 Houston, Texas 77002 Attention: David W. Stewart Telephone: 713 ###-###-#### Telecopy: 713 ###-###-#### 5 TCW DR VI INVESTMENT PARTNERSHIP, L.P. By: TCW ASSET MANAGEMENT COMPANY, as Agent By: ------------------------------- Kurt A. Talbot Senior Vice President Fund VI's address: c/o Trust Company of the West 865 South Figueroa Los Angeles, California 90017 Attention: Thomas F. Mehlberg Telephone: 213 ###-###-#### Telecopy: 213 ###-###-#### TCW GLOBAL PROJECT FUND LTD. By: ------------------------------------ David J. Doyle Director GPF's address: TCW Global Project Fund Ltd. c/o Conyers, Dill & Pearman Clarendon House Church Street Hamilton, Bermuda Attention: Kevin Butler Telephone: 441 ###-###-#### Telecopy: 441 ###-###-#### with a copy to: TCW London International, Limited 865 South Figueroa Los Angeles, California 90017 Attention: Arthur Carlson Telephone: 213 ###-###-#### Telecopy: 213 ###-###-#### 6 This document prepared by: John W. Rain Thompson & Knight L.L.P. 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 7 STATE OF TEXAS ) ) COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me on this 6th day of March, 2002, by Ed Donahue, the Vice President of TransTexas Gas Corporation, a Delaware corporation, on behalf of such corporation. --------------------------------- [SEAL] Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me on this 6th day of March, 2002, by John A. Rigas, the Attorney-in-Fact of Mirant Americas Development, Inc., a Georgia corporation, on behalf of such corporation acting as general partner of Mirant Americas Energy Capital, LP, a Delaware limited partnership, and on behalf of such limited partnership. --------------------------------- [SEAL] Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF HARRIS ) The foregoing instrument was acknowledged before me on this 6th day of March, 2002, by Kurt A. Talbot, the Senior Vice President of TCW Asset Management Company, a California corporation, on behalf of such corporation acting as agent as aforesaid. -------------------------------- [SEAL] Notary Public, State of Texas 8 CITY OF HAMILTON ) ) ISLANDS OF BERMUDA ) The foregoing instrument was acknowledged before me on this 5th day of March, 2002, by David J. Doyle, a Director of TCW Global Project Fund Ltd., a Bermuda company, on behalf of such company. --------------------------------- [SEAL] Notary Public, Islands of Bermuda 9 SCHEDULE 1 RECORDING SCHEDULE TCW/TransTexas (83611.09854) 1. Production Payment Conveyance among TCW Portfolio No. 1555 DR V Sub-Custody Partnership, L.P., TCW DR VI Investment Partnership, L.P., Southern Producer Services, L.P. and TransTexas Gas Corporation.

2. First Supplement to Production Payment Conveyance among TransTexas Gas Corporation, Southern Producer Services, L.P., TCW Portfolio No. 1555 DR V Sub-Custody Partnership, L.P. and TCW DR VI Investment Partnership, L.P.

3. Second Supplement to Production Payment Conveyance among TransTexas Gas Corporation, Southern Producer Services, L.P., TCW Portfolio No. 1555 DR V Sub-Custody Partnership, L.P. and TCW DR VI Investment Partnership, L.P.

2 4. Third Supplement to Production Payment Conveyance among TransTexas Gas Corporation, Southern Producer Services, L.P., TCW Portfolio No. 1555 DR V Sub-Custody Partnership, L.P. and TCW DR VI Investment Partnership, L.P.

3 5. Fourth Supplement to Production Payment Conveyance among TransTexas Gas Corporation, Southern Producer Services, L.P., TCW Portfolio No. 1555 DR V Sub-Custody Partnership, L.P. and TCW DR VI Investment Partnership, L.P.

6. Fifth Supplement to Production Payment Conveyance among TransTexas Gas Corporation, Southern Producer Services, L.P., TCW Portfolio No. 1555 DR V Sub-Custody Partnership, L.P. and TCW DR VI Investment Partnership, L.P.

4 7. Sixth Supplement to Production Payment Conveyance.

5 8. Partial Conveyance of Production Payment and Seventh Supplement to Production Payment Conveyance

6 9. Partial Reconveyance of Production Payment and Amendment to Production Payment Conveyance dated as of October 1, 2001.