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[TCW LETTERHEAD]
December __, 1998
TransAmerican Refinery Corporation
1300 North Sam Houston Parkway, Suite 200
Houston, Texas 77032-2949
Attention: Mr. Ed Donahue
Gentlemen:
Pursuant to a Securities Purchase Agreement dated December __, 1998
executed in connection with a financing in which certain affiliates of TCW
Investment Management Company, Inc. (the "TCW" Funds) are investing,
TransAmerican Refinery Corporation ("TARC") has agreed to pay the TCW Funds a
funding fee in the form of 3,000,000 shares (the "Shares") of Class B
Non-Voting Common Stock, par value $0.01 per share, of TCR Holding Corporation
("TCR Holding"), which Shares are held by TARC. The Shares shall be subject to
repurchase by TARC, in whole but not in part, at any time prior to the second
anniversary of the date of this letter by bank wire transfer of immediately
available funds in the amount of $5,000,000 to such account as the TCW Funds
may designate upon no less than five (5) days written notice.
Notwithstanding the foregoing, in the event that the holders of a majority
of the voting stock of TCR Holding do not notify TCR Holding, on or prior to
July 31, 1999, that such holders irrevocably exercise their option under the
Stockholders Agreement dated as of the date hereof to cause the Company to
exchange the shares of Class A Participating Preferred Stock of TCR Holding
held by TARC for debt and common stock of TCR Holding pursuant to the
certificate of designation governing such Participating Preferred Stock, then
the TCW Funds shall immediately transfer the Shares to TARC and relinquish all
of the TCW Funds' right, title and interest in the Shares.
Please confirm your agreement to the foregoing by signing a copy of this
letter as indicated below.
Sincerely,
LEVERAGED INCOME TRUST, L.P.
By: TCW Advisory (Bermuda), Ltd.,
as General Partner
By: _____________________________
Name:
Title:
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By: TCW Investment Management Company,
as Investment Advisor
By:
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Name:
Title:
TCW Leveraged Income Trust II, L.P.
By: TCW Advisory (Bermuda), Ltd.,
as General Partner
By:
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Name:
Title:
By: TCW Asset Management Company,
as Investment Adviser
By:
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Name:
Title:
TCW Shared Opportunity Fund III, L.P.
By: TCW Asset Management Company, as
Investment Adviser
By:
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Name:
Title:
By:
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Name:
Title:
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Agreed and Accepted:
TRANSAMERICAN REFINERY CORPORATION
By:
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Name:
Title: