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EXHIBIT 10.6
THIRD AMENDMENT TO TAX ALLOCATION AGREEMENT
THIS THIRD AMENDMENT to the TAX ALLOCATION AGREEMENT of the affiliated
group of which TransAmerican Natural Gas Corporation, a Texas corporation
("TANG"), is a member (the "Affiliated Group") is made and entered into as of
May 29, 1997 by and among each of the corporations identified on the signature
page of this amendment.
WHEREAS, a TAX ALLOCATION AGREEMENT dated as of August 24, 1993 was
entered into by TANG, as common parent of the Affiliated Group, and other
identified corporations (collectively with TANG, the "Members");
WHEREAS, the TAX ALLOCATION AGREEMENT dated as of August 24, 1993 was
amended by the FIRST AMENDMENT TO THE TAX ALLOCATION AGREEMENT dated as of
March 9, 1994 and by the SECOND AMENDMENT TO THE TAX ALLOCATION AGREEMENT dated
as of February 23, 1995 (as amended, the "AGREEMENT");
WHEREAS, the Affiliated Group desires to add various corporations as
Members to, and delete various corporations as Members from, the AGREEMENT;
NOW, THEREFORE, the corporations listed on the execution pages of this
THIRD AMENDMENT TO TAX ALLOCATION AGREEMENT hereto agree to amend the AGREEMENT
as follows:
1. The following corporations shall be added as Members of the
AGREEMENT: (a) Southeast Marine, Inc., a Louisiana corporation, effective
August 24, 1993; (b) TNGC Holdings Corporation, a Delaware corporation
("TNGC"), effective as of August 30, 1995; and (c) Signal Capital Holdings
Corporation, a Delaware corporation ("SCHC"), effective as of January 28, 1997;
2. Effective August 30, 1995, TNGC shall replace TANG each place
in the AGREEMENT where TANG is referred to in its capacity as common parent of
the Affiliated Group with respect to actions and other matters occurring after
August 30, 1995;
3. TransTexas Transmission Corporation, a Delaware corporation,
and SCHC shall be deleted as Members of the AGREEMENT, and shall have no
further rights, obligations, or liabilities
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thereunder, effective as of the "Closing Time" on May 29, 1997 as defined in
section 1.02(c)(i) of that certain STOCK PURCHASE AGREEMENT dated May 29, 1997
by and between TransTexas Gas Corporation, as Seller, and First Union Bank of
Connecticut, as trust, as Buyer.
* * * * * * * * * * *
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officer as of the date first set forth above.
TNGC HOLDINGS CORPORATION
By:
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TRANSAMERICAN NATURAL GAS
CORPORATION
By:
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TRANSAMERICAN REFINING
CORPORATION
By:
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TRANSTEXAS GAS CORPORATION
By:
---------------------------------
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TRANSTEXAS TRANSMISSION
CORPORATION
By:
---------------------------------
TRANSAMERICAN PIPELINE
CORPORATION
By:
---------------------------------
SOUTHERN STATES, INC.
By:
---------------------------------
SOUTHERN STATES EXPLORATION,
INC.
By:
---------------------------------
LAREDO EXPLORATION, INC.
By:
---------------------------------
SOUTHERN PETROLEUM TRADING
COMPANY, LTD.
By:
---------------------------------
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TRANSAMERICAN GAS TRANSMISSION
CORPORATION
By:
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JRS REALTY INC.
By:
---------------------------------
JRS PROPERTIES, INC.
By:
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GOOD HOPE CHEMICAL CORP.
By:
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SOUTHEAST MARINE, INC.
By:
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TRANSAMERICAN ENERGY CORPORATION
By:
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SIGNAL CAPITAL HOLDINGS CORPORATION
By:
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