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EXHIBIT 99.11
TRANSAMERICAN REFINING CORPORATION,
A TEXAS CORPORATION
SECURITY AND PLEDGE AGREEMENT
BY
TRANSAMERICAN REFINING CORPORATION,
A TEXAS CORPORATION
IN FAVOR OF
TRANSAMERICAN ENERGY CORPORATION,
A DELAWARE CORPORATION
DATED AS OF DECEMBER ___, 1998
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TRANSAMERICAN REFINING CORPORATION
(A TEXAS CORPORATION)
SECURITY AND PLEDGE AGREEMENT
This Security and Pledge Agreement (this "Agreement") is made and
entered into as of December ___, 1998, by TransAmerican Refining Corporation, a
Texas corporation (the "Company"), in favor of TransAmerican Energy Corporation,
a Delaware corporation (the "Lender").
RECITALS
WHEREAS, the Company and the Lender have entered into that certain Loan
Agreement dated as of June 13, 1997, as amended by (i) a First Amendment to Loan
Agreement dated as of December 30, 1997, (ii) a Second Amendment to Loan
Agreement dated as of November 13, 1998, and (iii) a Third Amendment to Loan
Agreement dated as of December ___, 1998 (said Loan Agreement, as so amended,
the "TARC Intercompany Loan Agreement"), each executed by the Company and the
Lender; and
WHEREAS, the Company's obligations under the TARC Intercompany Loan
Agreement are evidenced by that certain promissory note dated June 13, 1997, in
the principal amount of $920,000,000, and executed by the Company in favor of
the Lender (the "TARC Intercompany Note"); and
WHEREAS, in order to secure the payment and performance in full of the
obligations of the Company under the TARC Intercompany Loan Agreement, the
parties hereto desire to set forth their mutual understanding and certain
agreements regarding the terms and conditions of the grant of a security
interest in the Pledged Collateral (as defined below);
NOW, THEREFORE, for the good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Lender hereby
agree as follows:
Section 1. Definitions.
(a) As used in this Agreement, capitalized terms not otherwise
defined herein have the meanings set forth in the TARC Intercompany Loan
Agreement or, if not defined therein, the meanings set forth in the
Indenture (hereinafter defined), and the following terms shall have the
respective meanings set forth below (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
"Default" and "Event of Default" shall have the meanings assigned
to those terms in Section 7(a) of this Agreement.
"GAAP" means generally accepted accounting principles of the
United States of America, consistently applied.
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"Indebtedness" means the following indebtedness and liabilities
of the Company (and any extensions, renewals, refunding, increases,
substitutions, replacements, consolidations, modifications or
rearrangements of such indebtedness and liabilities, regardless of
whether the Company executes any extension agreement or renewal
instrument):
(i) all amounts advanced or expended by the Lender under the
TARC Intercompany Loan Agreement and/or under or in connection
with this Agreement, all reasonable costs and out-of-pocket
expenses (excluding expenses representing administrative
overhead) at any time and from time to time incurred by the
Lender in connection with the administration and/or enforcement
of this Agreement (including, without limitation, the reasonable
fees and out-of-pocket expenses of counsel employed by the Lender
in connection therewith), and all indemnities at any time and
from time to time payable hereunder to the Lender, and
(ii) all principal, premium and accrued interest owing on the
TARC Intercompany Note, and
(iii) all other amounts payable by the Company under the
Notes and the TARC Intercompany Loan Agreement.
"Indenture" means the Indenture dated as of June 13, 1997 between
TEC and the TEC Indenture Trustee, pursuant to which TEC's 11.5% Senior
Secured Notes due 2002 and 13% Senior Secured Discount Notes due 2002
were issued, as supplemented by First Supplemental Indenture dated as of
December 30, 1997, by Second Supplemental Indenture dated as of November
13, 1998, and by Third Supplemental Indenture dated as of December ___,
1998.
"Indenture Trustee" means Firstar Bank of Minnesota, N.A., as
Trustee under the TEC Indenture, and its successors and assigns in such
capacity.
"New Lenders" shall have the meaning assigned to that term in the
Offering Circular.
"Obligations" shall have the meaning assigned to that term in
Section 2 of this Agreement.
"Offering Circular" means the offering circular dated December
___, 1998, pursuant to which $150,000,000 in aggregate principal amount
of the 15% Senior Secured Notes due 2003 of TransAmerican Refining
Corporation, a Texas corporation, were issued.
"Perfection Certificate" means the certificate delivered to the
Lenders substantially in the form of EXHIBIT A hereto.
"Pledged Collateral" shall have the meaning assigned to that term
in Section 2 of this Agreement.
"Purchasers" shall have the meaning assigned to that term in the
Offering Circular.
"Series A Preferred Stock" means the Class A Participating
Preferred Stock, Series A, of TCR Holding.
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"Series B Preferred Stock" means the Class A Participating
Preferred Stock, Series B, of TCR Holding.
"TCR Holding" means TCR Holding corporation, a Delaware
corporation.
"TCR Holding Participating Preferred Stock" means the Series A
Preferred Stock and the Series B Preferred Stock.
"TCR Holding Stockholders Agreement" means the Stockholders
Agreement (TCR Holding) dated as of December ___, 1998, among TCR
Holding, the Company, the New Lenders and the Purchasers, as the same
may be amended, supplemented, modified and/or restated and in effect
from time to time.
"UCC" means the Uniform Commercial Code as in effect in the State
of New York.
(b) All terms used in this Agreement which are defined in the
UCC, other than those which are defined in the Indenture or specifically
defined in Section 1(a) above, shall have the same meaning herein as in
the UCC.
Section 2. Grant of Security Interest.
(a) The Company hereby pledges to the Lender, and grants to the
Lender a security interest in all of the Company's right, title and
interest in, to and under any and all of the following described
property, rights and interests, in each case, wherever located, whether
now owned or hereafter acquired or arising, all accessions and additions
thereto, all substitutions and replacements therefor, and all proceeds
and products thereof (collectively, the "Pledged Collateral"):
(i) all of the issued and outstanding shares of the TCR
Holding Participating Preferred Stock identified on Schedule 2(a)
attached hereto;
(ii) all other shares of TCR Holding Participating Preferred
Stock now or hereafter acquired by the Company in any manner
issued by TCR Holding, and the certificates representing such TCR
Holding Participating Preferred Stock, and any present or future
options, warrants or other rights to subscribe for or purchase
any TCR Holding Participating Preferred Stock or any notes,
bonds, debentures or other evidences of indebtedness now or
hereafter owned or acquired by the Company in any manner that are
any time convertible, exchangeable or exercisable into TCR
Holding Participating Preferred Stock; and
(iii) all proceeds and products of the foregoing and
distributions thereof or with respect thereto, including without
limitation dividends, distributions, cash, instruments and other
property or securities, now or hereafter at any time or from time
to time received or receivable or otherwise distributed or
distributable in respect of or in exchange for any or all of the
foregoing.
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(b) Subject to any Permitted Liens, pursuant to the terms hereof,
the Company has endorsed, assigned and delivered to the Lender or such
other Person that the Lender has designated as its agent to hold for
perfection purposes all negotiable or non-negotiable instruments
(including certificated securities) and chattel paper pledged by its
hereunder, together with instruments of transfer or assignment duly
executed in blank as the Lender may have specified. In the event that
the Company shall, after the date of this Agreement, acquire any other
negotiable or non-negotiable instruments (including certificated
securities) or chattel paper to be pledged by it hereunder, the Company
shall, subject to Permitted Liens, forthwith endorse, assign and deliver
the same to the Lender, accompanied by such instruments of transfer or
assignment duly executed in blank as the Lender may from time to time
specify. To the extent that any securities are uncertificated,
appropriate book-entry transfers reflecting the pledge of such
securities created hereby have been, or in the case of uncertificated
securities hereafter acquired by the Company, will at the time of such
acquisition be, duly made for the account of the Lender or one or more
nominees of the Lender will the issuer of such securities or other
appropriate book-entry facility or financial intermediary, with the
Lender having at all times the rights to obtain definitive certificates
(in the Lender's name or in the name of one or more nominees of the
Lender) where the issuer customarily or otherwise issues certificates,
all to be held as Pledged Collateral hereunder. The Company hereby
acknowledges that the Lender may, in its discretion, appoint one or more
financial institutions to act as the Lender's agent in holding in
custodial accounts instruments or other financial assets, including
securities, in which the Lender is granted a security interest
hereunder, including, without limitation, certificates of deposit and
other instruments evidencing short term obligations.
(c) The inclusion of proceeds in this Agreement does not
authorize the Company to sell, dispose of or otherwise use the Pledged
Collateral in any manner not specifically authorized hereby or under the
Indenture.
(d) This Agreement secures the prompt and complete (i) payment of
all obligations of the Company to the Lender under the TARC Intercompany
Note, whether such obligations are now existing or hereafter arising,
and all renewals, extensions, amendments, supplements and rearrangements
thereof and (ii) payment and performance and all representations,
covenants and conditions by the Company contained or incorporated herein
and in the TARC Intercompany Loan Agreement, in each case whether for
principal, interest, prepayment premium, taxes, costs, losses,
compensation, reimbursements, fees, expenses or any other amount payable
to the Lender under the terms of this Agreement (all such obligations,
covenants and conditions described in the foregoing clauses (i) and (ii)
being hereinafter collectively referred to as the "Obligations").
Section 3. Representations and Warranties. The Company represents and
warrants, as of the date hereof, to the Lender as follows:
(a) The chief executive office and principal place of business of
the Company is located at 1300 N. Sam Houston Parkway East, Suite 320,
Houston, Harris County, Texas 77032. Any and all Pledged Collateral not
delivered to the Lender or its designated agent is and will continue to
be located only in the States of Texas and Louisiana.
(b) The Company is the legal and beneficial owner of all of the
Pledged Collateral free and clear of any lien, security interest, charge
or encumbrance of any kind or nature, except for
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the lien and security interest created hereby and for Permitted Liens,
and has not made any other pledge, assignment, mortgage, hypothecation
or transfer of the Pledged Collateral except as permitted hereunder or
under the TARC Intercompany Loan Agreement. Except for the lien and
security interest created hereby, and for Permitted Liens, all of the
Pledged Collateral is free from any material credit, deduction,
allowance, defense, dispute, setoff or counterclaim, and there is no
material extension or indulgence with respect thereto. The Pledged
Collateral is not subject to any put, call, option or other right in
favor of any other person whatsoever.
(c) The Pledged Collateral is accurately described in Schedule
2(a) hereto.
(d) This Agreement has been duly executed and delivered by the
Company and creates a valid security interest in, and lien on, the
Pledged Collateral securing the payment of the Obligations. Upon the
physical delivery of the certificates evidencing the Pledged Collateral
to the Lender or its designated agent and the making of the filing of a
financing statement in the Office of the Secretary of State of Texas and
the taking of all other actions necessary to perfect the security
interests created hereby, including, without limitation, those actions
specified in Section 2(a) and Section 4, the security interests created
by this Agreement will be duly perfected security interests subject to
no equal or prior lien, security interest or encumbrance of any kind or
nature other than Permitted Liens.
(e) The Company has the requisite corporate power and authority
to pledge the Pledged Collateral in the manner hereby done or
contemplated and to defend its title thereto against the lawful claims
of all persons whomsoever.
(f) Neither the execution and delivery of this Agreement by the
Company, the performance by the Company of its obligations hereunder,
nor the transactions herein contemplated will (i) violate the Company's
charter or bylaws, (ii) violate the terms of any agreement, indenture,
mortgage, deed of trust, equipment lease, instrument or other document
to which the Company is a party, (iii) violate any law, order, rule or
regulation applicable to the Company of any court or any government,
regulatory body or administrative agency or other governmental body
having jurisdiction over the Company or its properties, or (iv) result
in or require the creation or imposition of any lien (other than the
lien contemplated hereby), upon or with respect to any of the property
now owned or hereafter acquired by the Company, which violation or
conflict would have a material adverse effect on the financial
condition, business, assets or liabilities of the Company or on the
value of the Pledged Collateral or a material adverse effect on the
security interests hereunder.
(g) The Pledged Collateral includes all of the issued and
outstanding shares of the TCR Holding Participating Preferred Stock
owned by the Company on the date hereof, which shares are described in
Schedule 2(a) attached hereto.
(h) No consent or approval which has not been obtained on or
prior to the date hereof of any other person or entity and no
authorization, approval or other action (other than delivery of physical
certificates evidencing the Pledged Collateral) by, and no notice to or
filing with any governmental body (other than UCC filings), regulatory
authority or securities exchange, was or is necessary as a condition to
the validity of the pledge hereunder of the Pledged Collateral, and such
pledge is effective to vest in the Lender the rights of the Lender in
the Pledged Collateral as
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set forth herein. Except for the limitations and restrictions imposed by
the TCR Holding Stockholders Agreement, there are no restrictions on the
transferability of any of the Pledged Collateral transferred or
delivered by the Company hereunder or, except for the limitations and
restrictions imposed by the TCR Holding Stockholders Agreement and
restrictions related to federal and state securities laws governing the
sale of "restricted stock" or "control stock," with respect to the
foreclosure, transfer or disposition thereof by the Lender.
Section 4. Covenants. During the term of this Agreement and until all of
the Obligations with respect to the Indebtedness have been fully and finally
paid and discharged in full, the Company covenants and agreed with the Lender
that:
(a) Except as permitted by the TARC Intercompany Loan Agreement
or in the ordinary course of business, the Company will not make any
compromise or settlement with respect to the Pledged Collateral without
notice to or consent of the Lender.
(b) The Company shall deliver to the Lender or its designated
agent concurrently with the execution of this Agreement or, to the
extent acquired subsequent to the date of execution hereof, immediately
upon the Company's acquisition thereof: (i) all certificates and
instruments representing the Pledged Collateral and a revised Schedule
2(a), and (ii) all certificates and instruments representing each other
item of the Pledged Collateral (including all certificates, instruments
and notes representing any proceeds of the Pledged Collateral). Any and
all Pledged Collateral delivered to the Lender or its designated agent
in the form of certificates, securities, instruments, or documents shall
be accompanied by undated duly executed powers in blank and by such
other instruments of transfer or documents as the Lender may reasonably
request. The Lender may hold the certificates representing the Pledged
Collateral delivered to it in its own name or in the name of its
nominee, all in form and substance satisfactory to the Lender.
(c) From time to time, the Company shall, at its own expense,
promptly give, execute, deliver, file and/or otherwise formalize any
such notice, statement, instrument, document, agreement or other papers,
and do all such other acts and things, as may be necessary or desirable,
or and as the Lender may reasonably request, in order to create,
evidence, preserve, perfect, validate or continue any lien or security
interest created pursuant to this Agreement or to enable the Lender to
exercise or enforce its rights hereunder with respect to such lien or
security interest, or otherwise further to effect the purposes of this
Agreement. Without limiting the generality of the foregoing, the Company
shall, at any time or from time to time upon the request of the Lender
and at the Company's own expense, execute, acknowledge, witness,
deliver, file and/or record such financing and continuation statements,
notices, additional assignments and other documents or instruments (all
of which shall be in form and substance reasonably satisfactory to the
Lender and its counsel) as the Lender may from time to time reasonably
request for the perfection of the liens and security interests created
hereby.
(d) The Company shall promptly notify the Lender (i) of any
material changes in any fact or circumstance represented or warranted by
the Company with respect to any material portion of the Pledged
Collateral, (ii) of any material impairment of the Pledged Collateral
and (iii) of any claim, action or proceeding affecting title to all or
any material portion of the Pledged Collateral.
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(e) Except for the liens and security interests created by this
Agreement and the Permitted Liens in the Pledged Collateral, the Company
shall at its own expense defend the Pledged Collateral against any and
all liens, claims, security interests and other encumbrances or
interest, howsoever arising and shall maintain and preserve the security
interest granted hereunder with respect to the Pledged Collateral as
long as this Agreement shall remain in full force and effect. The
Company shall not make any other pledge, assignment, mortgage,
hypothecation or transfer of the Pledged Collateral except as permitted
hereunder or under the TARC Intercompany Loan Agreement.
(f) The Company shall at all times keep accurate and complete
records with respect to the Pledged Collateral, including, without
limitation, records of all payments made, credit granted and proceeds
received in connection therewith.
(g) The Company shall not relocate its principal place of
business or chief executive office to a county or state other than that
specified in Section 3(a) of this Agreement unless the Company gives 30
days' prior written notice to the Lender, which notice shall specify the
county and state into which such relocation is to be made. The Pledged
Collateral, to the extent not delivered to the Lender pursuant to
Section 2, will be kept at the location specified in Section 3(a) of
this Agreement, and the Company will not remove the Pledged Collateral
from such location without providing at lease 30 days' prior written
notice to the Lender.
(h) The Lender, or its representative, shall at all times have
full and free access during normal business hours to all of the books,
correspondence and records of the Company relating to the Pledged
Collateral (other than information that is privileged and confidential);
the Lender and its representatives may examine the same, make abstracts
therefrom and make photocopies thereof; and the Company agrees to render
to the Lender, at the Company's cost and expense, such clerical and
other assistance as may be reasonably requested by the Lender with
regard thereto.
(i) The Company shall not permit TCR Holding to issue to the
Company any securities of the type required to be pledged hereunder
unless such securities are promptly pledged and delivered hereunder to
the Lender or its designated agent in accordance with Section 2(a).
(j) If, while this Agreement is in effect, any stock dividend,
stock split, reclassification, readjustment, reorganization, merger,
consolidation, exchange offer, tender offer or other change in the
capital structure, including the creation of any subscription or other
rights relating to the Pledged Collateral, is declared or made, or
proposed to be declared or made, by TCR Holding, all substituted and
additional securities or interest issued with respect to the Pledged
Collateral and evidenced by certificates shall be endorsed in blank by
the Company promptly upon receipt thereof or otherwise appropriately
transferred to the Lender in negotiable form, and all certificates or
instruments evidencing such securities shall be delivered to the Lender
to be held under the terms of this Agreement in the same manner as, and
as a part of, the Pledged Collateral. All Pledged Collateral shall be
evidenced by one or more certificates. Any securities that may be issued
upon exercise of any subscription or other rights relating to the
Pledged Collateral shall be endorsed in blank and delivered to the
Lender with any necessary powers.
Section 5. Powers of the Secured Party.
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(a) The Company hereby irrevocably designates and appoints the
Lender as its attorney-in-fact, with full power of substitution, for the
purposes of carrying out the provisions of this Agreement and taking any
action and executing any instrument, including, without limitation, any
financing statement or continuation statement, and taking any other
action to maintain the validity, perfection, priority and enforcement of
the security interest intended to be created hereunder, that the Lender
may reasonably deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable and coupled
with an interest.
(b) Without limiting the generality of Section 5(a) hereof, the
Company hereby irrevocably authorizes and empowers the Lender, upon the
occurrence and during the continuation of any Event of Default, at the
expense of the Company, either in the Lender's own name or in the name
of the Company, at any time and from time to time:
(i) to ask, demand, receive, issue a receipt for, give
acquittance for, settle and compromise any and all monies which
may be or become due or payable or remain unpaid at any time or
times to the Company, and any and all other property which may be
or become deliverable at any time or times to the Company, under
or with respect to the Pledged Collateral;
(ii) to endorse any drafts, checks, orders or other
instruments for the payment of money payable to the Company on
account of the Pledged Collateral (including any such draft,
check, order or instrument issued by any insurance company
payable jointly to the Company and the Lender); and
(iii) to settle, compromise, prosecute or defend any action,
claim or proceeding, or take any other action, all either in its
own name or in the name of the Company or otherwise, which the
Lender may deem to be necessary or advisable for purpose of
exercising and enforcing its powers and rights under this
Agreement or in the furtherance of the purposes hereof, including
any action which by the terms of this Agreement is to be taken by
the Company.
(c) Nothing in this Agreement shall be construed as requiring or
obligating the Lender to make any commitment or to make any inquiry as
to the nature or sufficiency of any payment received by it, or to
present or file any claim or notice, or to take any other action with
respect to any of the Pledged Collateral or any part thereof or the
amounts due or to become due in respect thereof or any property covered
thereby, or to collect or enforce the payment of any amounts assigned to
it or to which it may otherwise be entitled hereunder at any time or
times other than to account for amounts or Pledged Collateral received.
(d) The Lender shall be entitled at any time to file this
Agreement, or a photographic or any other reproduction of this
Agreement, as a financing statement, but the failure of the Lender to do
so shall not impair the validity or enforceability of this Agreement.
The Lender shall have no duty to comply with any recording, filing or
other legal requirements necessary to establish or maintain the
validity, priority or enforceability of, or the Lender's rights in or
to, any of the Pledged Collateral.
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(e) In its discretion, the Lender may discharge taxes and other
encumbrances at any time levied or placed on any of the Pledged
Collateral, make repairs thereto and pay any necessary filing fees. The
Company agrees to reimburse the Lender on demand for any and all
reasonable expenditures so made with interest on unpaid amounts at the
maximum rate permitted by law. The Lender shall have no obligation to
the Company to make any such expenditures, nor shall the making thereof
relieve the Company of any default.
(f) Anything herein to the contrary notwithstanding, the Company
shall remain liable under each contract or agreement comprised in the
Pledged Collateral to be observed or performed by the Company
thereunder. The Lender shall not have any obligation or liability under
any such contract or agreement by reason of or arising out of this
Agreement or the receipt by the Lender of any payment relating to any of
the Pledged Collateral, nor shall the Lender be obligated in any manner
to perform any of the obligations of the Company under or pursuant to
any such contract or agreement, to make inquiry as to the nature or
sufficiency of any payment received by the Lender in respect of the
Pledged Collateral or as to the sufficiency of any performance by any
party under any such contract or agreement, to present or file any
claim, to take any action to enforce any performance or to collect the
payment of any amounts which may have been assigned to the Lender or to
which the Lender may be entitled at any time or times other than to
account for amounts or Pledged Collateral received, an no action taken
or omitted shall give rise to any defense, counterclaim or right of
action against the Lender, unless the Lender's actions are taken or
omitted to be taken with gross negligence or bad faith or constitute
willful misconduct. The Lender's sole duty with respect to the custody,
safe keeping and physical preservation of the Pledged Collateral in its
possession, under Section 9-207 of the UCC or otherwise, shall be to
deal with such Pledged Collateral in the same manner as the Lender deals
with similar property for its own account.
(g) If an Event of Default has occurred and is continuing, the
Lender may at any time at its option, transfer to itself or any nominee
any securities constituting the Pledged Collateral, receive any income
thereon and hold such income as additional Pledged Collateral or apply
it to the Indebtedness. Regardless of whether any Indebtedness is due,
the Lender may demand, sue for, collect, or make any settlement or
compromise which it deems desirable with respect to the Pledged
Collateral. Regardless of the adequacy of Pledged Collateral or any
other security for the Indebtedness, any deposits or other sums at any
time credited by or due from the Lender to the Company may at any time
be applied to or set off against any of the Indebtedness.
(h) If an Event of Default shall have occurred and be continuing,
the Company shall, at the request of the Lender, notify obligors on the
chattel paper and general intangibles of the Company and obligors on
instruments for which the Company is an obligee of the security interest
of the Lender in any chattel paper, general intangibles and instruments
and that payment thereof is to be made directly to the Lender or to any
financial institution designated by the Lender as the Lender's agent
therefore, and the Lender may itself, if an Event of Default shall have
occurred and be continuing, without notice to or demand upon the
Company, so notify said obligors. After the making of such a request or
the giving of any such notification, the Company shall hold any proceeds
of collection of chattel paper, general intangibles and instruments
received by the Company as trustee for the Lender without commingling
the same with other funds of the Company and shall turn the same over to
the Lender in the identical form received, together with any necessary
endorsements or assignments. The Lender shall apply the proceeds of
collection of
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chattel paper, general intangibles and instruments received by the
Lender to the Indebtedness, such proceeds to be immediately entered
after final payment in cash of the items given rise to them.
Section 6. Voting Rights, Dividends, Etc.
(a) Until an Event of Default shall have occurred and be
continuing:
(i) except as otherwise provided in this Agreement, but
subject to the provisions of the TCR Holding Stockholders
Agreement, the Company shall be entitled to exercise any and all
voting or consensual rights and powers, including subscription
rights, in relation to the Pledged Collateral; provided, however,
that no vote shall be cast or consent, waiver or ratification
given or action taken which would materially impair the Pledged
Collateral or the value thereof or violate any provision of this
Agreement, the Indenture or any other ancillary document;
(ii) except as otherwise provided in this Agreement, the
Company shall be entitled to receive and retain any and all
dividends, distributions or other payments in respect of the
Pledged Collateral and the Lender, upon receipt of any of the
foregoing, shall promptly pay or distribute the same to the
Company, and, to the extent so permitted, any distributions
received by the Company and transferred to other persons shall
pass free and clear of the lien and security interest hereof; and
(iii) the Lender shall execute and deliver to the Company or
cause to be executed and delivered to the Company, all such
proxies, powers of attorney, dividend orders and other
instruments as the Company may reasonably request for the purpose
of enabling it to exercise the voting or consensual rights and
powers which the Company is entitled to exercise pursuant to the
foregoing Section 6(a)(i) or to receive the dividends,
distributions or other payments which the Company is authorized
to retain pursuant to the foregoing Section 6(a)(ii).
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of the Company to exercise the voting or consensual
rights and powers which the Company would otherwise be entitled to
exercise pursuant to Section 6(a)(i) and to receive the dividends,
distributions and other payments which the Pledgor would otherwise be
authorized to receive and retain pursuant to Section 6(a)(ii) shall
automatically cease, and all such rights shall thereupon become vested
in the Lender, which shall then have the sole and exclusive right and
authority to exercise, in its sole discretion, all such voting and
consensual rights and powers and to receive and retain as Pledged
Collateral all such dividends, distributions and other payments. Without
limiting the foregoing, in such event the Lender may exercise all voting
and corporate rights at any meeting of any corporation issuing any such
securities and any and all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any such
securities as if it were the absolute owner thereof, including, without
limitation, the rights to exchange at its discretion, any and all such
securities upon the merger, consolidation, reorganization,
recapitalization or other readjustment of any corporation issuing any
such securities or upon the exercise by any such issuer or the Lender of
any right, privilege or option pertaining to any such securities, and,
in connection therewith, to deposit and deliver any and all securities
with any committee, depository, transfer agent, registrar or other
designated agency upon such terms and conditions as it my determine, all
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without liability except to account for the property actually received
by it, but the Lender shall have no duty to exercise any of the
aforesaid rights, privileges or options and the Lender shall not be
responsible for any failure to do so or delay in so doing.
Section 7. Default.
(a) It shall constitute a Default or an Event of Default under
this Agreement if a "Default" or an "Event of Default" shall occur under
the Indenture.
(b) If an Event of Default shall have occurred and is continuing,
in addition to any other rights and remedies that may be available to
the Lender under the UCC or the TARC Intercompany Loan Agreement or
under Section 5(a) or 5(b) of this Agreement or otherwise under this
Agreement or at law, the Lender shall also have the following rights and
powers:
(i) The Lender may, without being required to give any notice
except as hereinafter provided, sell the Pledged Collateral, or
any part thereof, at public or private sale, for cash, upon
credit or for future delivery and at such price or prices as the
Lender deem satisfactory, and the Lender and/or its collateral
agent may be the purchaser of any or all of the Pledged
Collateral so sold and thereafter hold the same absolutely free
from any right or claim of whatsoever kind by or on behalf of the
Company, and the Indebtedness or any portion of the Indebtedness
may be applied as a credit against the purchase price.
(ii) Upon any such sale, the Lender shall have the right to
deliver, assign and transfer to the purchaser thereof the Pledged
Collateral so sold. Each purchaser at any such sale shall hold
the property sold absolutely free from any claim or rights of
whatsoever kind by or on behalf of the Company, including any
equity or rights of redemption of the Company, and the Company
hereby specifically waives, to the full extent permitted by
applicable law, all rights of redemption, stay or appraisal which
it has or may have under any rule or law or statute now existing
or hereafter adopted.
(iii) The Lender shall give the Company ten (10) Business
Days' written notice (which the Company agrees is reasonable
notification within the meaning of Section 9-504 of the UCC) of
its intention to make any such public or private sale. Such
notice, in case of public sale, shall state the time and place
fixed for such sale and, in case of a private sale, shall state
the date after which such sale is to be made.
(iv) Any such public sale shall be held at such time or times
within ordinary business hours and at such places as the Lender
may fix in the notices of such sale. At any such sale the Pledged
Collateral may be sold in one lot as an entirety or in separate
parcels, as the Lender may, in its sole discretion, determine.
(v) The Lender shall not be obligated to make any sale of the
Pledged Collateral if it shall determine not to do so, regardless
of the fact that notice of sale of the Pledged Collateral may
have been given. The Lender may, without notice or publication,
adjourn any public or private sale or cause the same to be
adjourned from time to time by
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announcement at the time and place fixed for the sale, and such
sale may, without further notice, be made at any time or place to
which the same shall be so adjourned.
(vi) In case of any sale of all or any part of the Pledged
Collateral on credit or for future delivery, the Pledged
Collateral so sold may be retained by the Lender until the
selling price is paid by the purchaser thereof, but the Lender
shall not incur any liability in case of the failure of such
purchaser to take up and pay for the Pledged Collateral so sold
and, in case of any such failure, such Pledged Collateral may
again be sold upon like notice.
(vii) The Lender, instead of exercising the power of sale
herein conferred upon it, may proceed by a suit or suits at law
or in equity to exercise its remedies regarding the Pledged
Collateral and sell the Pledged Collateral, or any portion
thereof, under a judgment or decree of a court or courts of
competent jurisdiction.
(viii) The Company agrees that if any Event of Default shall
have occurred and be continuing, then the Lender shall have the
right to take possession of the Pledged Collateral, and for that
purpose the Lender may, so far as the Company can give authority
therefor, enter upon any premises on which the Pledged Collateral
may be situated and remove the same therefrom with or without
notice or process of law. The Company waives any and all rights
that it may have to a judicial hearing in advance of the
enforcement of any of the Lender's rights hereunder, including,
without limitation, its right following an Event of Default to
take immediate possession of the Pledged Collateral and to
exercise its rights with respect thereto. To the extent that any
of the Obligations are to be paid or performed by a person other
than the Company, the Company waives and agrees not to assert any
rights or privileges which it may have under Section 9-112 of the
UCC.
(ix) If under mandatory requirements of applicable law, the
Lender shall be required to make disposition of the Pledged
Collateral within a period of time that does not permit the
giving of notice to the Company as hereinbefore provided, the
Lender need give the Company only such notice of disposition as
shall be reasonably practicable in view of such mandatory
requirements of law.
(x) The Lender may instruct the obligor or obligors on any
agreement, instrument or other obligation constituting the
Pledged Collateral to make any payment or render any performance
required by the terms of such agreement, instrument or obligation
directly to the Lender or its designee.
(c) The Lender shall incur no liability as a result of the sale
of the Pledged Collateral, or any part thereof, at any private sale
other than for its own gross negligence or willful misconduct. The
Company hereby waives, to the maximum extent permitted by applicable
law, any claims against the Lender arising by reason of the fact that
the price at which the Pledged Collateral may have been sold at such
private sale was less than the price which might have been obtained at a
public sale or was less than the aggregate amount of the Indebtedness,
even if the Lender accepts the first offer received and does not offer
such Pledged Collateral to more than one offeree.
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(d) The Lender shall not be obligated to pursue or exhaust its
rights and remedies against any particular Pledged Collateral or other
security for the Indebtedness before pursuing or enforcing its rights
and remedies against any other Pledged Collateral or other security for
the Indebtedness.
(e) To the extent permitted by law, the Company hereby waives (i)
any rights to require the Lender to proceed first against any other
Person, to exhaust its rights in the Pledged Collateral or other
security for the Indebtedness or to pursue any other right that the
Lender might have, (ii) with respect to the TARC Intercompany Note,
presentment and demand for payment, protest, notice of protest and
nonpayment, notice of dishonor, notice of the intention to accelerate
and notice of acceleration (except as otherwise set forth in the TARC
Intercompany Loan Agreement), and (iii) all rights of marshaling in
respect of any and all of the Pledged Collateral.
(f) Without precluding any other methods of sale, the Company
acknowledges that the sale of the Pledged Collateral shall have been
made in a commercially reasonable manner if conducted in conformity with
reasonable commercial practices of banks disposing of similar property.
The Lender shall not be liable for any depreciation in the value of the
Pledged Collateral.
(g) The Company agrees that its obligation to deliver the Pledged
Collateral is of the essence of this Agreement and that accordingly,
upon application to a court of equity having jurisdiction, the Lender
shall be entitled to a decree requiring specific performance by the
Company of such obligation.
(h) Remedies of the Lender are cumulative and the exercise of any
one or more of the remedies provided herein shall not be construed as a
waiver of any of the other remedies of the Lender.
(i) If an Event of Default shall have occurred and be continuing,
the proceeds of any sale of or other realization upon all or any part of
the Pledged Collateral and any other amounts held by the Lender under
this Agreement shall be applied by the Lender as provided in the
Indenture.
Any amounts remaining after such applications and the payment in full of
the TARC Intercompany Note with respect to the Indebtedness shall be remitted to
the Company, its successors or assigns, or as a court of competent jurisdiction
may otherwise direct.
Section 8. Regarding Sales of Pledged Collateral.
(a) The Company recognizes that the Lender may be unable, or find
it undesirable, to effect a public sale of any or all the Pledged
Collateral by reason of certain prohibitions contained in the Securities
Act of 1933, as amended (the "Securities Act"), and applicable state
securities laws or otherwise, but may be compelled or desire to resort
to one or more private sales thereof to a restricted group of purchasers
who will be obliged to agree, among other things, to acquire such
securities for their own account for investment and not with a view to
the distribution or resale thereof in violation of the Securities Act.
The Company acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to the seller than if
such
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sale were a public sale, but, notwithstanding such circumstances, such
private sale shall be deemed to have been made in a commercially
reasonable manner. The Lender shall be under no obligation to delay a
sale of any of the Pledged Collateral for the period of time necessary
to permit the issuing corporation of such securities to register such
securities for public sale under the Securities Act, or under applicable
state securities laws, even if the issuing corporation would agree to do
so.
(b) The Company further agrees to use commercially reasonable
efforts to do or cause to be done all such other acts and things as may
be necessary to make such sale or sales of any portion or all of the
Pledged Collateral valid and binding and in compliance with any and all
applicable laws, regulations, order, writs, injunctions, decrees or
awards of any and all courts, arbitrators or governmental
instrumentalities, domestic or foreign, having jurisdiction over any
such sale or sales, all at the Company's expense. The Company further
agrees that a breach of any of the covenants contained in this Section 8
will cause irreparable injury to the Lender, that the Lender has no
adequate remedy at law in respect of such breach and, as a consequence,
agrees that each and every covenant contained in this Section 8 shall be
specifically enforceable against the Company, and the Company hereby
waives and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no
Event of Default has occurred under the Indenture.
Section 9. General Provisions.
(a) Continuing Security Interest: Binding Effect. This Agreement
shall create a continuing security interest in the Pledged Collateral
and shall (a) remain in full force and effect until termination of the
obligations of the Company under the TARC Intercompany Loan Agreement
and the indefeasible payment in full thereafter of the Obligations; (b)
be binding upon the Company and its successors and assigns; and (c)
inure to the benefit of the Lender and its successors, transferees and
assigns. Without limiting the generality of the foregoing clause (c),
the Lender may assign or otherwise transfer any of its rights under this
Agreement to any other Person, and such Person shall thereupon become
vested with all the benefits in respect thereof granted herein or
otherwise to the Lender. Upon the termination of the obligations of the
Lender under the Indenture and the indefeasible payment in full
thereafter of the Obligations, the Company shall be entitled to the
return, upon its request and at its expense, of such of the Pledged
Collateral as in the Lender's possession and as shall not have been sold
or otherwise disposed of pursuant to the terms hereof.
(b) Security Interest Absolute. The lien and security interest
created hereunder and the Company's obligations hereunder and the
Lender's rights hereunder shall not be release, diminished, impaired or
adversely affected by the occurrence of any one or more of the following
events:
(i) The taking or accepting of any other security or
assurance for any or all of the Indebtedness;
(ii) Any release, surrender, exchange, subordination or loss
of any security or assurance at any time existing in connection
with any or all of the Indebtedness;
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(iii) The modification of, amendment to, or waiver of
compliance with any terms of the TARC Intercompany Loan Agreement
or the TARC Intercompany Note;
(iv) Any renewal, extension and/or rearrangement of the
payment of any or all of the Indebtedness or any statement,
indulgence, forbearance or compromise that may be granted or
given by the Lender to the company or any other Person;
(v) any negligent, delay, omission, failure or refusal of the
Lender to make or prosecute any action in connection with any
agreement, document or other instrument evidencing, security or
assuring the payment of any of all of the Indebtedness;
(vi) the illegality, invalidity or unenforceability of all or
any part of the TARC Intercompany Loan Agreement or the TARC
Intercompany Note; or
(vii) any other circumstance (other than payment in full of
the Obligations) that might otherwise constitute a defense
available to, or a discharge of, the Company or any party to any
document in respect of the Obligations.
(c) Amendments. This Agreement or any term hereof may be amended
or changed only by an instrument in writing executed jointly by the
Company and the Lender and in accordance with Article IX of the
Indenture.
(d) Remedies Cumulative. Each right, power and remedy herein
specifically granted to the Lender or otherwise available to it or now
or hereafter existing in law or in equity shall be cumulative and
concurrent, and shall be in addition to every other right, power and
remedy herein specifically given or now or hereafter existing at law, in
equity, or otherwise (including, without limitation, all rights, powers
and remedies granted to a secured party under the UCC), and each such
right, power and remedy, whether specifically granted herein or
otherwise existing, may be exercised at any time and from time to time
as often and in such order as may be deemed expedient by the Lender in
its sole and complete discretion. The provisions of this Agreement may
only be waived by an instrument in writing signed by the Lender, and no
failure on the part of the Lender to exercise, and no delay in
exercising, and no course of dealing with respect to, any such right,
power or remedy, shall operate as a wavier thereof, nor shall any single
or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right. No
notice to or demand on the Company hereunder shall, of itself, entitle
the Company to any other or further notice or demand in the same or
similar circumstances.
(e) Assignment. Neither this Agreement nor any interest herein or
in the Pledged Collateral, or any part thereof, may be assigned by the
Company without the prior written consent of the Lender, except as
expressly permitted herein or in the TARC Intercompany Loan Agreement.
The Company hereby acknowledges and consents to the Pledged Collateral
assignment by the Lender of this agreement and the Lender's interest in
the Pledged Collateral to the Indenture Trustee, as defined in the TARC
Intercompany Loan Agreement. The Company also agrees that, in the case
of an Event of Default, the Indenture Trustee may exercise any rights
and remedies of the Lender under this agreement, and any reference to
the "Lender" hereunder shall also include the Indenture Trustee.
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(f) Headings. The descriptive headings of the several sections of
this agreement are inserted for convenience only an shall not control or
affect the meaning or construction of any of the provisions hereof.
(g) Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity of enforceability or such provision in any other
jurisdiction.
(h) Survival. All representations and warranties contained
herein, in the Indenture or made in writing by the Company in connection
herewith or therewith, shall survive the execution and delivery of this
Agreement, the Indenture and any documents executed in connection
herewith or therewith.
(i) Counterparts. This Agreement may be executed in any number of
counterparts and by different parties in separate counterparts, each of
which when so executed and delivered shall be deemed o be an original,
but all of which when taken together shall constitute one and the same
instrument. A complete set of counterparts shall be lodged with the
Lender.
(j) Waiver. To the extend permitted by applicable law the Company
hereby waives promptness, diligence, notice of acceptance and any other
notice with respect to any of the Indenture obligations and this
Agreement and any requirement that the Lender protect, secure, perfect
or insure any security interest or any property subject thereto or
exhaust any right or take any action against the Company or any other
person or entity; provided however, that the Lender shall in any event
take such care in the handling of any Pledged Collateral in its
possession as it takes with respect to is own property of a similar
nature in its possession.
(k) Notices. Any notices or other communications required or
permitted hereunder shall be in writing, and shall be sufficiently given
if made by hand delivery, by telex, by facsimile or registered or
certified mail, postage prepaid, return receipt requested, addressed as
provided in Section 9.3 of the TARC Intercompany Loan Agreement. Any
party hereto may by notice to the other party designate such additional
or different addresses as shall be furnished in writing to such party.
Any notice or communication to any party shall be deemed to have been
given or made as of the date so delivered, if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if faxed; and
five (5) calendar days after mailing, if sent by registered or certified
mail (except that a notice of change of address shall not be deemed to
have been given until actually received by the addressee).
(l) Conflicting Terms. In the event of any conflict or
inconsistency between the terms, covenants, conditions and provisions
set forth in this Agreement and the terms, covenants, conditions and
provisions set forth in the Indenture, the terms, covenants, conditions
and provisions of the Indenture shall prevail.
(m) Release. The Pledged Collateral, in whole or in part, may be
released in accordance with the TARC Intercompany Loan Agreement and the
Indenture.
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(n) Conflicts. If any provision of the TARC Intercompany Loan
Agreement limits, qualifies, or conflicts with any similar provision of
this Agreement, such provision of the TARC Intercompany Loan Agreement
shall control.
(o) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW AND NYCPLR 327(B). THE COMPANY HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT
OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY IRREVOCABLY CONSENTS, TO
THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS SAID ADDRESS,
SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE LENDER TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.
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IN WITNESS WHEREOF, the Company and the Lender have executed this
Agreement as of the date first above written.
TRANSAMERICAN REFINING CORPORATION
By: ____________________________________
Name: __________________________________
Title: _________________________________
TRANSAMERICAN ENERGY CORPORATION
By: ____________________________________
Name: __________________________________
Title: _________________________________
By: ____________________________________
Name: __________________________________
Title: _________________________________
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EXHIBIT A
PERFECTION CERTIFICATE
The undersigned, Vice President of TransAmerican Refining Corporation, a
Texas corporation (the "Company"), hereby certify with reference to the Security
and Pledge Agreement dated as of December ___, 1998 between the Company and
TransAmerican Energy Corporation, as Lender (terms defined therein being used
herein as therein defined), to the Lender as follows:
Section 1. Names.
(a) The exact corporate name of the Company, as it appears in
its certificate of incorporation is as follows:
TransAmerican Refining Corporation
(b) Set forth below is each other corporate name the Company
has had since its organization, together with the date of
the relevant change:
n/a
(c) The Company has not changed its identity or corporate
structure in any way within the past five years except:
n/a
(d) The following is a list of other names (including trade
names or similar appellations) used by the Company or any
of its divisions or other business units at any time
during the past five years.
n/a
Section 2. Current Locations.
(a) The chief executive office of the Company is located at
the following address:
Mailing Address County State
--------------- ------ -----
1300 N. Sam Houston Parkway East Harris Texas
Houston, 77032
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(b) The following are all of the places of business of the
Company not identified above:
Mailing Address County State
--------------- ------ -----
14902 River Road St. Charles Louisiana
New Sarpy, 70078
Section 3. Prior Locations. Set forth below is the information
required by subparagraphs (a) and (b) of Section 2 with
respect to each location or place of business maintained
by the Company at any time during the past five years:
n/a
Section 4. UCC Filings. A duly signed financing statement on Form
UCC-1 in substantially the form of Schedule 4 hereto has
been duly field in the UCC filing office in each
jurisdiction identified in Section 2 hereof. The Company
will deliver a true copy of each such filing duly
acknowledged by he filing officer as soon as practicable
after the date hereof.
Section 5. Schedule of Filings. Attached hereto as Schedule 5 is a
schedule setting forth filing information with respect to
the filings described in Section 4 above.
Section 6. Filing Fees. All filing fees and taxes payable in
connection with the filings described in Section 4 above
have been paid.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
____ day of December, 1998, in the respective capacities, indicated below their
signatures.
________________________________________
Name: __________________________________
Title: _________________________________
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SCHEDULE 2(a)
PLEDGED COLLATERAL
====================================================================================================
Percentage of
Stock Outstanding
Certificate Number of Shares of
Issuer Class of Stock No.(s) Par Value Shares Class
====================================================================================================
TCR Holding Class A 100%
Corporation Participating
Preferred Stock,
Series A
- ----------------------------------------------------------------------------------------------------
TCR Holding Class A 100%
Corporation Participating
Preferred Stock,
Series B
====================================================================================================
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SCHEDULE 4
DESCRIPTION OF PLEDGED COLLATERAL
All of the Debtor's right, title and interest in, to and under any and all of
the following described property, assets and rights, in each case, wherever
located, whether now owned or hereafter acquired or arising, all accessions and
additions thereto, all substitutions and replacements therefor, and all proceeds
and products thereof and assigns all rights in and to all collateral securing
the following described property, assets and rights:
(a) all of the issued and outstanding shares of (i) the
Class A Participating Preferred Stock, Series A, and (ii) the
Class A Participating Preferred Stock, Series B, each of TCR
Holding Corporation, a Delaware corporation, owned by the Debtor,
which shares are identified on Schedule 2(a);
(b) all other shares of (i) the Class A Participating
Preferred Stock, Series A, and (ii) the Class A Participating
Preferred Stock, Series B, each of TCR Holding Corporation, a
Delaware corporation, now or hereafter acquired by the Debtor,
and the certificates representing such securities, and any
present or future options, warrants or other rights to subscribe
for or purchase any shares of (i) the Class A Participating
Preferred Stock, Series A, and/or (ii) the Class A Participating
Preferred Stock, Series B, each of TCR Holding Corporation, a
Delaware corporation, or any notes, bonds, debentures or other
evidences of indebtedness now or hereafter owned or acquired by
the Debtor in any manner that are at any time convertible,
exchangeable or exercisable into shares of (i) the Class A
Participating Preferred Stock, Series A, and/or (ii) the Class A
Participating Preferred Stock, Series B, each of TCR Holding
Corporation, a Delaware corporation; and
(iii) all proceeds and products of the foregoing and
distributions thereof or with respect thereto, including without
limitation dividends, distributions, cash, instruments and other
property or securities, now or hereafter at any time or from time
to time received or receivable or otherwise distributed or
distributable in respect of or in exchange for any or all of the
foregoing.
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SCHEDULE 5
SCHEDULE OF FILINGS
Debtor Filing Officer File Number Date(1)
- ------ -------------- ----------- -------
TransAmerican N/A ___________________________ 11/ /98
Refining Corporation (St. Charles Parish, L.A.)
TransAmerican N/A ___________________________ 11/ /98
Refining Corporation (Texas, Secretary of State)
- ------------------
(1) Indicate lapse date, if other than fifth anniversary.
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