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EXHIBIT 4.4
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TRANSTEXAS GAS CORPORATION
AND
TRANSAMERICAN ENERGY CORPORATION
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FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT
Dated as of December 15, 1998
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FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENT
This First Amendment to Security and Pledge Agreement (this "First
Amendment") is made as of December 15, 1998, by and among TransTexas Gas
Corporation, a Delaware corporation (the "Company"), and TransAmerican Energy
Corporation (the "Lender").
WHEREAS, the Lender and Firstar Bank of Minnesota, N.A., as Trustee,
have entered into an Indenture dated June 13, 1997, as amended by a First
Amendment thereto dated of even date herewith (the "Indenture"), pursuant to
which Lender 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, the Company and the Lender 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, and as further amended by a Second Amendment to
Loan Agreement of even date herewith (as so amended, the "TransTexas
Intercompany Loan Agreement"), pursuant to which the Lender has loaned to
TransTexas an aggregate of $450,000,000 out of the proceeds of the issuance of
the Notes; and
WHEREAS, the Company and the Lender have entered into a Security and
Pledge Agreement dated as of June 13, 1997 (the "Security and Pledge
Agreement"), pursuant to which the Company and the Lender secured the payment
and performance of the obligations of the Company under the TransTexas
Intercompany Loan Agreement; and
WHEREAS, the Company and the Lender have agreed to an amendment to the
Security and Pledge Agreement as hereinafter set forth (the "Proposed
Amendment"); 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 Amendment to the Security and Pledge Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this First
Amendment hereby agree as follows:
ARTICLE I
AMENDMENT TO SECURITY AND PLEDGE AGREEMENT
Section 1.01. Amended Definition. The following definition in Section
1.1 of the Security and Pledge Agreement is hereby amended to read in its
entirety as follows:
"Equipment" shall mean and include all now owned or
hereafter acquired Vehicles, drilling rigs, workover rigs,
fracture stimulation equipment, well site compressors, rolling
stock and related equipment and other assets accounted for as
equipment in its financial statements, all proceeds thereof,
and all documents of title, books, records, ledger cards,
files, correspondence and computer files, tapes, disks and
related data processing software that at any time evidence or
contain information
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relating to the foregoing; provided, however, that "Equipment"
shall not include any assets constituting part of a natural
gas pipeline or the compression or dehydration equipment used
in the operation of any such pipeline; provided further,
however, notwithstanding the foregoing, "Equipment" shall
include (x) production related facilities, (y) assets
comprising amine plants and (z) equipment and related assets
designed to dehydrate, compress, treat, separate, stabilize,
store or otherwise process hydrocarbons, including, without
limitation, the facilities at Winnie, Texas (including any
real property associated with such facilities at Winnie,
Texas).
ARTICLE II
MISCELLANEOUS
Section 2.01. Ratification and Confirmation. As amended and modified by
this First Amendment, the terms and provisions of the Security and Pledge
Agreement are hereby ratified and confirmed and shall continue in full force and
effect.
Section 2.02. Reference to Security and Pledge Agreement. The Security
and Pledge Agreement and any and all other agreements, documents or instruments
now or hereafter executed and delivered pursuant to the terms of the Security
and Pledge Agreement, are hereby amended so that any reference therein to the
Security and Pledge Agreement shall mean a reference to the Security and Pledge
Agreement as amended hereby.
Section 2.03. Counterparts. This First 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 First Amendment are for convenience only and shall not affect the
interpretation of this First Amendment.
Section 2.05. Governing Law. THIS FIRST AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING
WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW ss.ss. 5-1401 AND 5-1402
AND NEW YORK CIVIL PRACTICE LAW AND RULE 327.
Section 2.06. Effectiveness of Amendments. This First Amendment is
effective as of the date first above written. However, the provisions of the
Security and Pledge Agreement amended or eliminated as provided in this First
Amendment (the "Amended Provisions") shall remain operative in the form in which
they exist in the Security and Pledge Agreement until the Transaction Closing
Date (as defined in the Indenture), whereupon the Amended Provisions will be
amended or eliminated as provided herein, effective immediately prior to the
Transaction Closing Date.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed as of the date of first written above.
TRANSAMERICAN ENERGY CORPORATION,
as Lender
By:
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Name: Ed Donahue
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Title: Vice President
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TRANSTEXAS GAS CORPORATION
By:
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Name: Ed Donahue
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Title: Vice President
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