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EXHIBIT 4.34
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TRANSAMERICAN ENERGY CORPORATION
AND
TRANSAMERICAN REFINING CORPORATION
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SECOND AMENDMENT TO LOAN AGREEMENT
Dated as of November 13, 1998
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SECOND AMENDMENT TO LOAN AGREEMENT
This Second Amendment to Loan Agreement (this "Second Amendment") made
as of November 13, 1998, by and between TransAmerican Energy Corporation, a
Delaware corporation ("TEC"), and TransAmerican Refining Corporation, a Texas
corporation ("TARC");
W I T N E S S E T H:
WHEREAS, TEC and Firstar Bank of Minnesota, N.A., as Trustee, have
entered into an Indenture dated as of June 13, 1997 (as supplemented, the
"Indenture"), pursuant to which TEC issued $475,000,000 aggregate principal
amount of its 11 1/2% Senior Secured Notes due 2002 and $1,130,000,000 aggregate
principal amount of its 13% Senior Secured Discount Notes due 2002
(collectively, the "Notes"); and
WHEREAS, TEC and TARC have entered into a Loan Agreement dated as of
June 13, 1997, as amended by a First Amendment to Loan Agreement dated as of
December 30, 1997 (the "TARC Intercompany Loan Agreement"), pursuant to which
TEC agreed to loan to TARC an aggregate of $675,648,920 out of the proceeds of
the issuance of the Notes; and
WHEREAS, TEC and TARC have agreed to certain amendments to the TARC
Intercompany Loan Agreement as hereinafter set forth (the "Proposed
Amendments"); and
WHEREAS, pursuant to Section 9.2 of the Indenture, the holders of not
less than 66-2/3% in aggregate Value (as defined in the Indenture) of the Notes
have consented to the Proposed Amendments to the TARC Intercompany Loan
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Second
Amendment hereby agree as follows:
ARTICLE I
AMENDMENTS TO THE TARC INTERCOMPANY LOAN AGREEMENT
Section 1.01. Amended Definitions. The following definitions in Section
1.1 of the TARC Intercompany Loan Agreement are hereby amended as follows:
(a) A definition of "Bridge Financing Transaction" is hereby added to
the TARC Intercompany Loan Agreement to read in its entirety as
follows:
"Bridge Financing Transaction" means a series of related
transactions (as more fully described in the Company's Consent
Solicitation Statement dated November 4, 1998 pursuant to which
consents were solicited from the Holders to amendments to the
Indenture to facilitate the Bridge Financing Transaction, which
description is incorporated herein by reference) pursuant to which,
among other things (i) the Company issues the Bridge Loan Notes,
(ii) the Company loans the proceeds of the issuance of the Bridge
Loan Notes to TARC, (iii) the liens on TEC's deposit accounts and
the TARC Intercompany Bridge Loan securing the Notes is released
and (iv) the liens on the remainder of the assets of the Lender
pledged to secure the Lender's 11 1/2% Senior Secured Notes due
2002 and its 13% Senior
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Secured Discount Notes due 2002 are subordinated to the liens
thereon securing the Bridge Loan Notes.
(b) A definition of "Bridge Loan Notes" is hereby added to the TARC
Intercompany Loan Agreement to read in its entirety as follows:
"Bridge Loan Notes" means promissory notes issued by the
Company pursuant to the Bridge Financing Transaction (which may be
issued with original issue discount) resulting in proceeds to the
Company not in excess of $25,000,000.
(c) The definition of "Permitted Liens" is hereby amended to delete the
word "and" immediately preceding the "(y)" and to add the following
clause at the end of the definition:
"Permitted Liens" shall mean . . . and (z) Liens securing the
TARC Intercompany Bridge Loan.
(d) A definition of "TARC Intercompany Bridge Loan" is hereby added to
the TARC Intercompany Loan Agreement to read in its entirety as
follows:
"TARC Intercompany Bridge Loan" means the promissory note from
TARC to TEC which is issued pursuant to the Bridge Financing
Transaction resulting in proceeds of up to $25,000,000 to TARC.
Section 1.02. Section 8.1 of the TARC Intercompany Loan Agreement.
Section 8.1(d) of the TARC Intercompany Loan Agreement is hereby amended to read
in its entirety as follows:
(d) a default which extends beyond any stated period of grace
applicable thereto, including any extension thereof, under (i)(x)
the Reimbursement and Credit Facility or (y) any mortgage,
indenture or instrument under which there is outstanding any Debt
of the Borrower or any of its Subsidiaries with an aggregate
principal amount in excess of $25 million or, in either case,
failure to pay such Debt at its stated maturity, provided that a
waiver of such default by the requisite parties to such
Reimbursement and Credit Agreement, mortgage, indenture or
instrument shall constitute a waiver hereunder for the same period
or (ii) the Bridge Loan Notes or failure to pay such Debt when due;
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ARTICLE II
MISCELLANEOUS
Section 2.01. Ratification and Confirmation. As amended and modified by
this Second Amendment, the terms and provisions of the TARC Intercompany Loan
Agreement are hereby ratified and confirmed and shall continue in full force and
effect.
Section 2.02. Reference to TARC Intercompany Loan Agreement. The TARC
Intercompany Loan Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the terms of the
TARC Intercompany Loan Agreement, are hereby amended so that any reference
therein to the TARC Intercompany Loan Agreement shall mean a reference to the
TARC Intercompany Loan Agreement as amended hereby.
Section 2.03. Counterparts. This Second Amendment may be executed in
one or more counterparts, each of which when executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.
Section 2.04. Headings. The headings, captions and arrangements used in
this Second Amendment are for convenience only and shall not affect the
interpretation of this Second Amendment.
Section 2.05. Governing Law. THIS SECOND AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed as of the date of first written above.
TRANSAMERICAN REFINING CORPORATION
By:
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Name:
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Title:
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TRANSAMERICAN ENERGY CORPORATION
By:
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Name:
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Title:
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