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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
TRANSAMERICAN ENERGY CORPORATION
Pursuant to the provisions of Section 242 of the General Corporation
Law of the State of Delaware, TransAmerican Energy Corporation, a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the "Corporation"), does hereby certify:
FIRST: That the Board of Directors of the Corporation, by unanimous
consent pursuant to Section 141(f) of the General Corporation Law of the State
of Delaware, adopted a resolution setting forth and declaring advisable the
following proposed amendments to the Corporation's Certificate of
Incorporation:
"Article 3 of the Corporation's Certificate of Incorporation be
amended to read in its entirety as follows:
3. The purposes of the corporation are limited to the
following:
(a) to acquire from TransAmerican Natural Gas Corporation
and from any other persons or entities and to own and
hold shares of the capital stock of TransTexas Gas
Corporation, a Delaware corporation ("TransTexas"),
and TransAmerican Refining Corporation, a Texas
corporation ("TARC"), and to sell and transfer such
shares if permitted by, and in compliance with, that
certain Indenture, dated as of February 15, 1995 (the
"Guaranteed Debt Indenture"), among TARC, the
Corporation, and First Fidelity Bank, National
Association, as Trustee (the "Trustee"), and the TEC
Pledge Agreement referred to in the Guaranteed Debt
Indenture;
(b) to execute, deliver, and perform a guarantee (the
"Guarantee") of the Guaranteed First Mortgage
Discount Notes due 2002 and the Guaranteed First
Mortgage Notes due 2002 of TARC (the "Guaranteed
Debt") issued pursuant to the Guaranteed Debt
Indenture;
(c) to execute, deliver, and perform any supplement to
the Guaranteed Debt Indenture and take any other
action contemplated pursuant to the terms of the
Guaranteed Debt Indenture, in each case provided the
same is approved by the holders of the Guaranteed
Debt pursuant to the terms of the Guaranteed Debt
Indenture to the extent, if any, that such approval
is required thereby;
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(d) to pledge shares of the capital stock of TransTexas
and TARC owned by the Corporation as security for the
Guaranteed Debt and performance of the Corporation's
obligations under the Guarantee;
(e) to acquire, own, and hold the Guaranteed Debt and 8%
Preferred Stock (as defined in the Guaranteed Debt
Indenture), subject to the limitations on such
acquisition and ownership set forth in the Guaranteed
Debt Indenture;
(f) to issue and sell debt securities, whether unsecured
or secured by any or all assets of the Corporation,
whether issued at a discount or face value, in an
aggregate principal amount which results in net
proceeds to the Corporation of up to $1.4 billion
(such securities, whether represented by one or more
promissory notes, collectively the "TEC Notes"), with
such other terms and conditions as approved by the
Corporation's Board of Directors, provided the
following conditions are satisfied:
(i) at least $500 million of the net proceeds
from the TEC Notes are concurrently advanced
to TARC, as a loan or otherwise; and
(ii) at least $300 million principal amount of the
Guaranteed Debt is concurrently purchased by
TARC pursuant to an offer by TARC to purchase
all of the Guaranteed Debt (the "TARC
Repurchase").
(g) to pledge any or all of the assets of the Corporation
as security for the TEC Notes;
(h) to loan or contribute, on such terms as shall be
approved by the Board of Directors of the
Corporation, all or any part of the net proceeds
received by the Corporation from sale of the TEC
Notes and any other funds of the Corporation to
TransTexas and/or TARC, provided TARC concurrently
completes the TARC Repurchase;
(i) to redeem the Corporation's Series A Preferred Stock
as permitted by the Corporation's Certificate of
Designation of Series A Preferred Stock, as amended
and as may be amended from time to time in accordance
with applicable law;
(j) to distribute to TransAmerican Natural Gas
Corporation, the parent corporation of the
Corporation, up to $40 million, provided TARC
concurrently completes the TARC Repurchase;
(k) to make a tender offer for up to all of the
outstanding common stock purchase warrants of TARC,
on such terms and at such price as shall be approved
by
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the Board of Directors of the Corporation, and,
provided TARC concurrently completes the TARC
Repurchase, to purchase such warrants pursuant to
such tender offer; and
(l) to do all other things and acts, to execute, deliver
and perform all other instruments, documents and
certificates and to pay all costs, fees and taxes as
may be necessary, proper, or advisable in order to
carry out and comply with the foregoing purposes."
"Article 11 of the Corporation's Certificate of Incorporation be
amended to read in its entirety as follows:
11. The Corporation shall not incur, become, or remain liable
for any indebtedness other than as permitted by Article 3 hereof."
"Paragraph D of the Certificate of Designation of Series A Preferred
Stock of the Corporation filed February 21, 1995 be amended to read in
its entirety as follows:
D. Redemption.
(1) Definitions. For purposes of this Paragraph D, the
following terms shall be defined as indicated:
(a) "Debt Purchase Date" means the date on which
TransAmerican Refining Corporation, a Texas corporation and a
wholly-owned subsidiary of the Corporation ("TARC"), purchases
(the "TARC Repurchase") not less than $300 million in
aggregate principal amount of its outstanding Guaranteed First
Mortgage Discount Notes due 2002 and its Guaranteed First
Mortgage Notes due 2002 pursuant to a tender offer by TARC for
all of such notes.
(b) "Mandatory Redemption date" means December 31, 2002.
(c) "Redemption Date" means the earlier of (i) the Mandatory
Redemption Date, or (ii) the date specified by the Corporation
which is any date on or after the Debt Purchase Date.
(d) "Redemption Price" means cash per share equal to $100.00
(as adjusted for any stock split, reverse stock split, stock
dividend or similar event with respect to the Series A Stock)
together with all unpaid dividends (if any) accrued to the
Redemption Date.
(2) Redemption. The Corporation may redeem or shall be
required to redeem, as applicable, the Series A Stock as follows (a
"Redemption"):
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(a) The Corporation, to the extent it may lawfully do so,
may, at its election, at any time on or after the Debt
Purchase Date, redeem the Series A Stock by paying the
Redemption Price. To the extent the Corporation makes such
election to redeem the Series A Stock, holders of Series A
Stock of record on the Redemption Date shall be entitled to
the Redemption Price.
(b) If any shares of Series A Preferred Stock are outstanding
on the Mandatory Redemption Date, the Corporation shall, to
the extent it may lawfully do so, redeem such shares of the
Series A Stock on the Mandatory Redemption Date by paying the
Redemption Price.
(c) Any Redemption shall be of all outstanding Series A Stock
to the extent the funds of the Corporation legally available
for redemption of shares of Series A Stock on the Redemption
Date are sufficient.
(3) Notice of Redemption. The Corporation shall notify
each holder of Series A Stock of the Redemption at least three days
prior to the Redemption Date. Such notice, which, at the
Corporation's election, may be conditioned on the TARC Repurchase
being consummated (a "Redemption Notice"), shall be sent to the
address last shown on the records of the Corporation for each holder
of Series A Stock or given by the holder to the Corporation for the
purpose of notice or, if no such address appears or is given, at the
place where the principal business office of the Corporation is
located.
(4) Redemption Procedure. On or after the Redemption
Date, each holder of Series A Stock shall surrender to the Corporation
the certificate or certificates representing such holder's shares of
Series A Stock at the principal business office of the Corporation or
such other place as the Corporation may designate in the Redemption
Notice.
(5) Partial Redemption. If the funds of the Corporation
legally available for redemption of shares of Series A Stock on the
Redemption Date are insufficient to redeem the total number of shares
of Series A Stock to be redeemed, those funds which are legally
available will be used to redeem the maximum possible number of such
shares ratably among the holders of such shares to be redeemed. At
any time thereafter, when additional funds of the Corporation are
legally available for the redemption of shares of Series A Stock, such
funds will immediately be used to redeem the balance of the shares
which the Corporation has become obligated to redeem on the Redemption
Date but which it has not redeemed. All shares of Series A Stock not
redeemed on the Redemption Date shall remain outstanding and entitled
to all rights, preferences, and privileges except those specifically
excluded in this Section D(5)."
SECOND: That thereafter, pursuant to resolution of the Board of
Directors, the proposed amendment was submitted to the common stockholders and
the preferred stockholders of the Corporation, and the necessary number of
shares of common stock and preferred stock as required
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by statute and by the Corporation's Certificate of Incorporation gave written
consent in accordance with Section 228 of the General Corporation Law of the
State of Delaware to approve and adopt the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That this Certificate of Amendment shall be effective upon
the filing hereof.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to its
Certificate of Incorporation to be executed this 4th day of June, 1997.
TRANSAMERICAN ENERGY CORPORATION
By: /s/ Ed Donahue
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Ed Donahue, Vice President
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