ex10_1.htm


    
      

    

    EXHIBIT 10.1

    

 

    UNITED
STATES BANKRUPTCY COURT

     

    FOR
THE SOUTHERN DISTRICT OF TEXAS

     

    HOUSTON
DIVISION

     

    


     

    
      	
              In
      re:

            	
              §

            	 
      
	 
      	
              §

            	 
      
	
              BLAST
      ENERGY SERVICES, INC.

            	
              §

            	
              Case
      No.    07-30424-H4-11

            
	 
      	
              §

            	 
      
	
              EAGLE
      DOMESTIC DRILLING

            	
              §

            	
              Case
      No.    07-30426-H4-11

            
	
              OPERATIONS LLC

            	
              §

            	 
      
	
              Debtors

            	
              §

            	
              Jointly
      Administered Chapter 11

            
	 
      	
              §

            	
              under
      Case No. 07-30424-H4-11

            


    

    


    


    


    SECOND
AMENDED JOINT PLAN OF REORGANIZATION OF

    BLAST
ENERGY SERVICES, INC., DEBTOR AND

    EAGLE DOMESTIC DRILLING
OPERATIONS LLC, DEBTOR

    


    


    


     

    Dated:
December 3, 2007

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    DEBTORS’ SECOND AMENDED
JOINT PLAN OF REORGANIZATION

     

    This
Second Amended Joint Plan of Reorganization is proposed by Blast Energy
Services, Inc., Debtor (“Blast”) and Eagle Domestic Drilling Operations LLC,
Debtor (“Eagle”) for reorganization of their financial affairs pursuant to
chapter 11 of the Bankruptcy Code.  This Second Amended Joint Plan is
being filed as required by and pursuant to the terms of the Agreed Order
Granting Continuance of Confirmation Hearing entered by the Bankruptcy Court on
November 28, 2007 (docket number 759). EXCEPT AS EXPRESSLY SET FORTH BELOW,
THIS SECOND AMENDED JOINT PLAN OF REORGANIZATION DOES NOT REPLACE OR MODIFY THE
TERMS OF THE FIRST AMENDED JOINT PLAN OF REORGANIZATION FILED SEPTEMBER 11,
2007, AND THE TECHNICAL AMENDMENTS TO THE FIRST AMENDED JOINT PLAN OF
REORGANIZATION FILED OCTOBER 5, 2007, AND WHICH HAVE BEEN PREVIOUSLY SUBMITTED
TO, AND ACCEPTED BY, THE EAGLE AND BLAST CREDITORS.

     

    All
capitalized terms not otherwise defined by this Second Amended Joint Plan of
Reorganization shall have the meanings ascribed to them in the First Amended
Joint Plan of Reorganization. To fully understand the Plan this Second Amended
Joint Plan of Reorganization must be read and considered in conjunction with the
First Amended Joint Plan of Reorganization and the Technical Amendments to the
First Amended Joint Plan of Reorganization.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1.  

            	
              The
      following Definitions in Article I are deleted in their
      entirety:

            


    

     

     Collateral
Agreements

     

    1.25
Convenience Claim

     

    
      	
              2.  

            	
              The
      definition of Plan Documents at 1.60 is modified by deleting the words
      “the Eagle Junior Secured Notes, the Blast Junior Secured Notes, the
      Collateral Agreements”.

            


    

     

    
      	
              3.  

            	
              Paragraphs
      3.1 (iii) and (iv) are deleted.

            


    

     

    
      	
              4.  

            	
              Paragraph
      3.1 (v) is modified by deleting “$234,000” and replacing that number with
      “$308,000”.

            


    

     

    
      	
              5.  

            	
              Paragraph
      3.1(vi) is modified by deleting “$917,000” and replacing that number with
      “$950,000”.

            


    

     

    
      	
              6.  

            	
              Paragraphs
      3.3(v) and (vi) are deleted.

            


    

     

    
      	
              7.  

            	
              Paragraphs
      4.2(v) and (vi) are deleted.

            


    

     

    
      	
              8.  

            	
              Paragraph
      4.2(vii) is deleted in its entirety and is replaced with the
      following:

            


    

     

    “(vii)
Class 7—Eagle
Unsecured Claims.    Except to the extent that a
holder of an Allowed Class 7 Unsecured Claim has agreed to receive other lesser
treatment, such holder shall receive in the Distribution Date in full and final
satisfaction of its Claim Cash equal to 100% of such holder’s Allowed Unsecured
Claim.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    This
Class is impaired”

     

    
      	
              9.  

            	
               Paragraph
      4.2(viii) is deleted in its entirety and is replaced with the
      following:

            


    

     

    “(viii)
Class 8—Blast
Unsecured
Claims.                                                                                     Except
to the extent that a holder of an Allowed Class 8 Unsecured Claim has agreed to
receive other lesser treatment, such holder shall receive in the Distribution
Date in full and final satisfaction of its Claim Cash equal to 100% of such
holder’s Allowed Unsecured Claim.

     

    This
Class is impaired”

     

    
      	
              10.  

            	
              Paragraphs
      7.1 (iii) and (iv) are deleted.

            


    

     

    
      	
              11.  

            	
              Paragraph
      7.1 (v) is modified by deleting “$234,000” and replacing that number with
      “$308,000”.

            


    

     

    
      	
              12.  

            	
              Paragraph
      7.1(vi) is modified by deleting “$917,000” and replacing that number with
      “$950,000”.

            


    

     

    
      	
              13.  

            	
              Paragraph
      8.1(i) is amended by deleting “$3,000,000” and replacing that number with
      “$4,000,000”.

            


    

     

    
      	
              14.  

            	
              Paragraph
      8.1(xv) is amended by deleting “$3,000,000” and replacing that number with
      “$4,000,000”.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              15.  

            	
              Paragraphs
      8.4 and 8.5 are deleted in their
entirety.

            


    

     

    
      	
              16.  

            	
              Paragraph
      9.5 is modified by deleting the words “the Eagle Junior Secured Notes, the
      Blast Junior Secured Notes, the Collateral
  Agreements”.

            


    

     

    
      	
              17.  

            	
              Paragraph
      9.6 is modified by deleting the language of that paragraph and replacing
      it with the following: “The initial directors of Reorganized Blast shall
      be the following Persons: John R. Block, Scott W. Johnson, Roger P. (Pat)
      Herbert, Joseph J. Penbera Ph. D. and Jeffrey R.
    Pendergraft.”

            


    

     

    
      	
              18.  

            	
              Paragraph
      10.4(i) is modified by adding the phrase “and gross negligence” after the
      phrase “other than for willful
misconduct”.

            


    

     

    
      	
              19.  

            	
              Paragraph
      10.5 is modified by adding the phrase “and gross negligence” after the
      phrase “other than for willful
misconduct”.

            


    

     

    
      	
              20.  

            	
              Paragraph
      14.7 is modified by deleting the contact information for H. Rey Stroube,
      III and substituting the following: “18510 Kingsland Boulevard, Houston,
      Texas 77094, Facsimile: (281) 599-3011, Email:
      rstroube@comcast.net.”

            


    

     

    
      	
              21.  

            	
              Annex
      1 and Annex 2 are deleted in their
entirety.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Signatures

     

    This Plan
may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which shall be deemed one and the same
instrument.

     

    Blast
Energy Services, Inc

     

    


     

    By:           ______________________________

    


    


     

    Eagle
Domestic Drilling Operations LLC

     

    


     

    By:           ______________________________

    


    


    


    By:                                                                

    H. Rey Stroube, III

    State Bar
No. 19422000

    18510 Kingsland Blvd.

    Houston,
Texas  77094

    Telephone:  (281)
599-3011

    rstroube@comcast.net
(e-mail)

    


    ATTORNEY
FOR BLAST ENERGY SERVICES, INC.

    EAGLE
DOMESTIC DRILLING OPERATIONS LLC DEBTORS.