TRANSAMERICAN REFINING CORP, 10-Q, 1997-12-15

TRANSAMERICAN REFINING CORP
10-Q, 1997-12-15
PETROLEUM REFINING

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended October 31, 1997

Registration Number 33-85930

-----------------

TRANSAMERICAN REFINING CORPORATION
(Exact name of registrant as specified in its charter)

TEXAS 76-0229632
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1300 NORTH SAM HOUSTON PARKWAY EAST
SUITE 320
HOUSTON, TEXAS 77032
(Address of principal executive offices) (Zip Code)

(281) 986-8811
(Registrant's telephone number, including area code)

-----------------

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----

The number of shares of common stock of the registrant outstanding on
December 15, 1997 is 30,000,000.

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TRANSAMERICAN REFINING CORPORATION

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I.
FINANCIAL INFORMATION

Item 1. Financial Statements:

Condensed Balance Sheet as of October 31, 1997 and January 31, 1997........................... 2

Condensed Statement of Operations for the three and nine months ended October 31, 1997
and 1996................................................................................... 3

Condensed Statement of Cash Flows for the nine months ended October 31, 1997 and 1996......... 4

Notes to Condensed Financial Statements....................................................... 5

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 16

Item 3. Quantitative and Qualitative Disclosures About Market Risk...................................... 20

PART II.
OTHER INFORMATION

Item 1. Legal Proceedings............................................................................... 21

Item 6. Exhibits and Reports on Form 8-K................................................................ 21

Signatures................................................................................................. 22
</TABLE>

<PAGE> 3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

TRANSAMERICAN REFINING CORPORATION

CONDENSED BALANCE SHEET
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
OCTOBER 31, JANUARY 31,
1997 1997
----------- -----------
<S> <C> <C>
ASSETS

Current assets:
Cash and cash equivalents ...................................... $ 82 $ 613
Debt proceeds held in disbursement account ..................... 11,891 --
Accounts receivable ............................................ 924 --
Receivable from affiliates ..................................... -- 22
Other current assets ........................................... 1,345 654
- --------- ---------
Total current assets ....................................... 14,242 1,289
---------- ---------

Property and equipment ............................................. 777,232 555,816
Less accumulated depreciation and amortization ..................... 22,060 16,930
---------- ---------
Net property and equipment ................................. 755,172 538,886
---------- ---------

Debt proceeds held in disbursement accounts ........................ 143,840 --
Investment in TransTexas ........................................... 2,648 --
Receivable from affiliates ......................................... -- 393
Other assets, net .................................................. 87,062 23,673
---------- ---------
$1,002,964 $ 564,241
=========== =========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
Accounts payable ............................................... $ 17,514 $ 20,033
Payable to affiliates .......................................... 7,933 7,094
Accrued liabilities ............................................ 8,943 15,450
---------- ---------
Total current liabilities .................................. 34,390 42,577
---------- ---------

Payable to affiliates .............................................. 6,225 6,674
Notes payable to affiliate ......................................... 762,880 46,589
Long-term debt ..................................................... 16,020 365,730
Investment in TransTexas ........................................... -- 20,706
Other .............................................................. 3,751 602
Commitments and contingencies (Note 6) ............................. -- --
Stockholder's equity:
Common stock, $0.01 par value, 100,000,000 shares authorized,
30,000,000 shares issued and outstanding ..................... 300 300
Additional paid-in capital ..................................... 436,833 248,513
Accumulated deficit ............................................ (257,435) (167,450)
---------- ---------
Total stockholder's equity ................................. 179,698 81,363
---------- ---------
$1,002,964 $ 564,241
========== =========
</TABLE>

See accompanying notes to condensed financial statements.

<PAGE> 4

TRANSAMERICAN REFINING CORPORATION

CONDENSED STATEMENT OF OPERATIONS
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
OCTOBER 31, OCTOBER 31,
-------------------------- --------------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Product sales ................................. $ -- $ -- $ -- $ 10,857
Other ......................................... 571 -- 571 --
--------- --------- --------- ---------
Total revenues ............................ 571 -- 571 10,857
--------- --------- --------- ---------

Costs and expenses:
Costs of products sold ........................ -- -- -- 12,441
Processing arrangements, net .................. 125 5,232 (3,112) 8,551
Operations and maintenance .................... 2,789 2,989 10,651 9,589
Depreciation and amortization ................. 1,984 1,691 5,409 5,311
General and administrative .................... 6,024 1,733 11,029 7,394
Taxes other than income taxes ................. 903 905 2,709 3,783
Loss on purchase commitments .................. -- -- 4,759 --
--------- --------- --------- ---------
Total costs and expenses .................. 11,825 12,550 31,445 47,069
--------- --------- --------- ---------
Operating loss ............................ (11,254) (12,550) (30,874) (36,212)
--------- --------- --------- ---------

Other income (expense):
Interest income ............................... 2,002 5 3,045 202
Interest expense, net ......................... (7,103) (995) (13,870) (3,067)
Equity in income (loss) of TransTexas
before extraordinary item .................. 20 (1,325) 45,185 9,766
Gain on the sale of TransTexas stock .......... -- -- -- 56,162
Other ......................................... 374 18 1,109 346
--------- --------- --------- ---------
Total other income (expense) .............. (4,707) (2,297) 35,469 63,409
--------- --------- --------- ---------
Income (loss) before extraordinary items .. (15,961) (14,847) 4,595 27,197

Extraordinary items:
Equity in extraordinary item of TransTexas .... 10 -- (10,158) --
Loss on the early extinguishment of debt ...... -- -- (84,422) --
--------- --------- --------- ---------
Net income (loss) ......................... $ (15,951) $ (14,847) $ (89,985) $ 27,197
========= ========= ========= =========

Net income (loss) per share:
Income (loss) before extraordinary items ...... $ (0.53) $ (0.49) $ 0.15 $ 0.73
Extraordinary items ........................... -- -- (3.15) --
--------- --------- --------- ---------
Net income (loss) per share ............... $ (0.53) $ (0.49) $ (3.00) $ 0.73
========= ========= ========= =========

Weighted average number of common and
common equivalent shares (thousands) .......... 30,000 30,000 30,000 37,458
========= ========= ========= =========
</TABLE>

See accompanying notes to condensed financial statements.

<PAGE> 5

TRANSAMERICAN REFINING CORPORATION

CONDENSED STATEMENT OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 31,
--------------------------
1997 1996
--------- ---------
<S> <C> <C>
Operating activities:
Net income (loss)................................................................. $ (89,985) $ 27,197
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Extraordinary item ............................................................ 84,422 --
Depreciation and amortization ................................................. 5,409 5,311
Amortization of discount on long-term debt .................................... 10,935 83
Amortization of debt issue costs .............................................. 894 6
Equity in income and extraordinary item of TransTexas ......................... (35,027) (9,766)
Gain on the sale of TransTexas stock .......................................... -- (56,162)
Changes in assets and liabilities:
Accounts receivable ......................................................... (924) 83
Prepayments and other ....................................................... (691) --
Accounts payable ............................................................ (727) 5,106
Payable to affiliates, net .................................................. 5,190 627
Accrued liabilities ......................................................... (6,274) (3,173)
Other assets ................................................................ (2,669) 5,114
Other liabilities ........................................................... 3,100 --
--------- ---------
Net cash used by operating activities .................................... (26,347) (25,574)
--------- ---------

Investing activities:
Capital expenditures ............................................................. (168,856) (76,949)
Prepaid Capital Improvement Program costs......................................... (21,096) --
Net proceeds from sale of TransTexas stock ....................................... 136,158 42,607
--------- ---------
Net cash used by investing activities..................................... (53,794) (34,342)
--------- ---------
Financing activities:
Issuance of notes payable to affiliate ........................................... 721,649 --
Retirement of long-term debt ..................................................... (432,333) --
Issuance of note payable ......................................................... 36,000 --
Retirement of note payable ....................................................... (36,000) --
Increase in debt proceeds held in disbursement accounts .......................... (317,451) (26,549)
Withdrawals from disbursement accounts ........................................... 161,720 50,949
Advances from affiliate .......................................................... 15,026 35,785
Repayment of advances and notes payable to affiliate ............................. (66,000) (1,925)
Capital contribution from affiliate............................................... 6,000 --
Debt issue costs ................................................................. (7,892) --
Principal payments on capital lease obligations .................................. (1,109) (789)
--------- ---------
Net cash provided by financing activities ................................ 79,610 57,471
--------- ---------

Decrease in cash and cash equivalents .................................... (531) (2,445)
Beginning cash and cash equivalents ................................................. 613 2,779
--------- ---------
Ending cash and cash equivalents .................................................... $ 82 $ 334
========= =========

Noncash financing and investing activities:
Accounts payable for property and equipment ...................................... $ 13,064 $ 17,420
Product financing arrangements ................................................... -- (37,206)
Accretion on long-term debt capitalized in property and equipment ................ 51,284 36,193
Debt issue costs allocated from affiliate ........................................ 24,893 --
Purchase of warrants by affiliate ................................................ 32,942 --
</TABLE>

See accompanying notes to condensed financial statements.

<PAGE> 6

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

1. GENERAL

In the opinion of management, all adjustments, consisting of normal
recurring accruals, have been made that are necessary to fairly state the
financial position of TransAmerican Refining Corporation ("TARC" or the
"Company") as of October 31, 1997 and the results of its operations and cash
flows for the interim periods ended October 31, 1997 and 1996. The results of
operations for interim periods should not be regarded as necessarily indicative
of results that may be expected for the entire year. The financial information
presented herein should be read in conjunction with the financial statements and
notes included in TARC's annual report on Form 10-K for the fiscal year ended
January 31, 1997 and quarterly reports on Form 10-Q for the quarters ended April
30, 1997 and July 31, 1997. The condensed balance sheet as of January 31, 1997
was derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles. Certain
reclassifications have been made in the prior period's financial statements to
conform to the current period's presentation. These reclassifications did not
affect previously reported net income (loss) or stockholder's equity. As a
result of the transactions described in Note 2, the long-term debt previously
classified as current as of January 31, 1997 has been reclassified to long-term.

Unless otherwise noted, all capitalized terms used herein but not
otherwise defined are as defined in TARC's annual report on Form 10-K for the
fiscal year ended January 31, 1997. TARC is a subsidiary of TransAmerican Energy
Corporation ("TEC") and is indirectly a subsidiary of TransAmerican Natural Gas
Corporation ("TransAmerican"). TARC was formed in Texas in September 1987 to
hold and operate the refinery assets of TransAmerican. In 1994, TransAmerican
formed TEC, a limited-purpose holding company, to hold certain shares of common
stock of TransTexas Gas Corporation ("TransTexas") and all of TARC's capital
stock.

In October 1996, the American Institute of Certified Public Accountants
issued Statement of Position 96-1, "Environmental Remediation Liabilities"
("SOP 96-1"), which establishes new accounting and reporting standards for the
recognition and disclosure of environmental remediation liabilities. SOP 96-1
was adopted by TARC effective February 1, 1997. The adoption of SOP 96-1 did
not have a material impact on TARC's financial position, results of operations
or cash flows.

In February 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 128, "Earnings per
Share" ("SFAS 128") and Statement of Financial Accounting Standards No. 129,
"Disclosure of Information about Capital Structure" ("SFAS 129"). These
statements will be adopted by TARC effective January 31, 1998. SFAS 128
simplifies the computation of earnings per share by replacing primary and fully
diluted presentations with the new basic and diluted disclosures. SFAS 129
establishes standards for disclosing information about an entity's capital
structure. TARC does not believe that adoption of these statements will have a
material impact on its financial statements.

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which establishes
standards for reporting and display of comprehensive income and its components
in financial statements. This statement will be adopted by TARC effective
February 1, 1998. TARC does not believe that adoption of this statement will
have a material impact on its financial statements.

2. RECENT EVENTS

TEC NOTES OFFERING. On June 13, 1997, TEC completed a private offering
(the "TEC Notes Offering") of $475 million aggregate principal amount of
11 1/2% Senior Secured Notes due 2002 (the "TEC Senior Secured Notes") and
$1.13 billion aggregate principal amount of 13% Senior Secured Discount Notes
due 2002 (the "TEC Senior Secured Discount Notes" and, together with the TEC
Senior Secured Notes, the "TEC Notes") for net proceeds of approximately

<PAGE> 7

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

$1.3 billion. The TEC Notes are senior obligations of TEC, secured by a lien on
substantially all of its existing and future assets, including the intercompany
loans described below. The indenture governing the TEC Notes (the "TEC Notes
Indenture") contains certain restrictive covenants, including, among others,
limitations on incurring additional debt, asset sales, dividends and
transactions with affiliates.

INTERCOMPANY LOANS TO TRANSTEXAS AND TARC. With the proceeds of the TEC
Notes Offering, TEC made intercompany loans to TransTexas in the principal
amount of $450 million (the "TransTexas Intercompany Loan") and to TARC in the
original amount of $676 million (the "TARC Intercompany Loan"). The promissory
note evidencing the TARC Intercompany Loan (i) accretes principal at a rate of
16% per annum, compounded semi-annually until June 15, 1999 to a final accreted
value of $920 million, and thereafter pays interest semi-annually in cash in
arrears on the accreted value thereof, at a rate of 16% per annum and (ii) is
currently secured by a security interest in substantially all of TARC's assets
other than inventory, receivables and equipment. The agreements governing the
Intercompany Loans contain certain restrictive covenants including, among
others, limitations on incurring additional debt, asset sales, dividends and
transactions with affiliates. The Intercompany Loans mature on June 1, 2002.
TARC used approximately $103 million of the proceeds of the TARC Intercompany
Loan to repay certain indebtedness, including $36 million of senior secured
notes of TARC that were issued in March 1997 and $66 million of advances and
notes payable owed to an affiliate, and used approximately $437 million to
complete the TARC Notes Tender Offer (described below). Remaining proceeds will
be used for the Capital Improvement Program (described below) and for general
corporate purposes. TEC allocated $24.9 million of debt issuance costs to TARC
and $12.2 million to TransTexas which are reflected as a contribution of
capital. Such costs are being amortized over the term of the Intercompany Loans
using the interest method.

Upon the occurrence of a Change of Control (as defined in the TEC Notes
Indenture), TEC will be required to make an offer to purchase all of the
outstanding TEC Notes at a price equal to 101% of the principal amount thereof,
together with accrued and unpaid interest, if any, or, in the case of any such
offer to purchase TEC Senior Secured Discount Notes prior to June 15, 1999, at
a price equal to 101% of the accreted value thereof, in each case, to and
including the date of purchase. Pursuant to the terms of the Intercompany
Loans, TEC may require TARC and TransTexas to pay a pro rata share of the
purchase price paid by TEC in an offer to purchase pursuant to a Change of
Control. See "Potential Effects of a Change of Control" in Note 6.

TARC WARRANTS TENDER OFFER. On June 13, 1997, TEC completed a tender
offer for all of the outstanding common stock purchase warrants of TARC ("TARC
Warrants") at a price of $4.50 per warrant. Pursuant to the tender offer, TEC
purchased 7,320,552 TARC Warrants for an aggregate purchase price of
approximately $33 million. TransAmerican subsequently purchased 163,679 TARC
Warrants for an aggregate purchase price of approximately $0.7 million. TEC,
TransAmerican or TARC may repurchase additional TARC Warrants, and TARC may
enter into a merger with one of its affiliates pursuant to which each remaining
TARC Warrant would become exercisable (at an exercise price of $.01) to receive
$4.51 of cash instead of one share of common stock of TARC.

TARC NOTES TENDER OFFER. On June 13, 1997, TARC completed a tender offer
("TARC Notes Tender Offer") for the (i) TARC Mortgage Notes for 112% of their
principal amount (plus accrued and unpaid interest) and (ii) TARC Discount
Notes for 112% of their accreted value. In connection with the TARC Notes
Tender Offer, TARC obtained consents from holders of the TARC Notes to certain
waivers under, and amendments to the indenture governing the TARC Notes (the
"TARC Notes Indenture"), which eliminate or modify certain of the covenants and
other provisions

<PAGE> 8

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

contained in the TARC Notes Indenture. TARC Mortgage Notes and TARC Discount
Notes with an aggregate carrying value of $423 million were tendered and
accepted by TARC at a cost to TARC of approximately $437 million (including
accrued interest, premiums and other costs). As a result of the TARC Notes
Tender Offer, $22.8 million of debt issuance costs were written off and TARC
recorded a total extraordinary charge of approximately $84 million during the
nine months ended October 31, 1997. As of October 31, 1997, TARC Mortgage Notes
and TARC Discount Notes with an aggregate carrying value of approximately $16.0
million remained outstanding.

TRANSTEXAS SHARE REPURCHASE PROGRAM. In June 1997, TransTexas implemented
a share repurchase program (the "TransTexas Share Repurchase Program") pursuant
to which it plans to repurchase common stock from its public stockholders and
from its affiliates, including TEC and TARC, in an aggregate amount of
approximately $399 million in value of stock purchased. Shares may be
purchased through open market purchases, negotiated transactions or tender
offers, or a combination of the above. It is anticipated that the price paid to
affiliated stockholders will equal the weighted average price paid to purchase
shares from the public stockholders. As of October 31, 1997, TransTexas had
repurchased approximately 3.9 million shares of common stock from public
stockholders for an aggregate purchase price of approximately $61.4 million,
and approximately 12.6 million shares had been repurchased from TARC and TEC
for an aggregate purchase price of approximately $201 million. TARC received
$136.2 million of the purchase price, of which $124.5 million (representing the
excess of the cash received over TARC's carrying value of the stock sold) was
recorded as a capital contribution.

TANK STORAGE AND TERMINAL ACQUISITION. In September 1997, TARC purchased a
tank storage facility located adjacent to the refinery for a cash purchase price
of $40 million (which does not include a $3.1 million liability recorded for
environmental remediation, as discussed below). Environmental investigations
conducted by the previous owner of the facilities have indicated soil and
groundwater contamination in several areas of the property. As a result, the
former owner submitted to the Louisiana Department of Environmental Quality (the
"LDEQ") plans for the remediation of any significant indicated contamination in
such areas. TARC has analyzed these investigations and has carried out further
Phase II Environmental Assessments to verify their results. TARC intends to
incorporate any required remediation into its ongoing work at the refinery. In
connection with the purchase of the facilities, TARC agreed to indemnify the
seller from all cleanup costs and certain other damages resulting from
contamination of the property, and created a $5 million escrow account to fund
required remediation costs and indemnification claims by the seller. As a result
of TARC's Phase II Environmental Assessments, TARC believes that the amount in
escrow should be sufficient to fund the remediation costs associated with
identified contamination; however, because the LDEQ has not yet approved certain
of the remediation plans, there can be no assurance that the funds set aside in
the escrow account will be sufficient to pay all required remediation costs.
During the three months ended October 31, 1997, TARC recorded a liability of
$3.1 million for this contingency.

ACQUISITION NOTE. On December 10, 1997, TARC issued to an unaffiliated
third party a 13% Senior Secured Note due 2002 (the "Acquisition Note") in the
principal amount of $36 million to finance a portion of the purchase price of
the tank storage facility purchased in September 1997. The Acquisition Note is
secured by a mortgage on the tank storage facility, and is governed by a Note
Purchase Agreement containing restrictive covenants substantially similar to
those contained in the TARC Intercompany Loan and the TEC Indenture. The
Acquisition Note bears interest at 13%, payable semiannually on June 15 and
December 15, and matures on December 15, 2002.

3. CAPITAL IMPROVEMENT PROGRAM

TARC's refinery is located in the Gulf Coast region along the Mississippi
River, approximately 20 miles from New Orleans, Louisiana. TARC's business
strategy is to modify, expand and reactivate its refinery and to maximize
refining margins by converting low-cost, heavy, sour crude oils into
high-value, light petroleum products including primarily gasoline and heating
oil.

In February 1995, TARC began a construction and expansion program (the
"1995 Program") designed to reactivate the refinery and increase its
complexity. From February 1995 through April 1997, TARC spent approximately
$245 million on the 1995 Program, procured a majority of the equipment required
and completed substantially all of the process design engineering and a
substantial portion of the remaining engineering necessary for its completion.

In connection with the TEC Notes Offering, the TARC Intercompany Loan and
the TARC Notes Tender Offer, TARC has adopted a revised capital improvement
program designed to increase the capacity and complexity of the refinery
("Capital Improvement Program"). The most significant projects include: (i)
converting the visbreaker unit

<PAGE> 9

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

into a delayed coking unit to process vacuum tower bottoms into lighter
petroleum products, (ii) modernizing and upgrading a fluid catalytic cracking
unit to increase gasoline production capacity and allow the direct processing
of low-cost atmospheric residual feedstocks, and (iii) upgrading and expanding
hydrotreating, alkylation and sulfur recovery units to increase sour crude
processing capacity. In addition, TARC plans to expand, modify and add other
processing units, tankage and offsite facilities as part of the Capital
Improvement Program. The Capital Improvement Program includes expenditures
necessary to ensure that the refinery is in compliance with certain existing
air and water discharge regulations and that gasoline produced will comply with
federal standards. TARC will act as general contractor, but has engaged a
number of specialty consultants and engineering and construction firms to
assist TARC in completing the individual projects that comprise the Capital
Improvement Program. Each of these firms was selected because of its
specialized expertise in a particular process or unit integral to the Capital
Improvement Program.

The Capital Improvement Program will be executed in two phases. TARC
estimates that Phase I will be completed at a cost of $223 million, will be
tested and operational by September 30, 1998 and will result in the refinery
having the capacity to process up to 200,000 BPD of sour crude oil. Phase II of
the Capital Improvement Program includes the completion and start-up of the
Fluid Catalytic Cracking Unit utilizing state-of-the-art MSCC(SM) technology and
the installation of additional equipment expected to further improve operating
margins by allowing for a significant increase in the refinery's capacity to
produce gasoline. TARC estimates that Phase II will be completed at a cost of
$204 million and will be tested and operational by July 31, 1999. The proceeds
received or to be received by TARC from the TARC Intercompany Loan, the
TransTexas Share Repurchase Program and equity contributions from TEC will
include $427 million designated for use in the Capital Improvement Program,
which TARC believes is adequate to fund the completion of the project. As of
October 31, 1997, TARC had spent approximately $98.3 million on the Capital
Improvement Program with commitments for another approximately $67.7 million.
The foregoing estimates, as well as other estimates and projections herein, are
subject to substantial revision upon the occurrence of future events, such as
unavailability of financing, engineering problems, work stoppages, personnel
shortages and cost overruns over which TARC may not have any control, and there
can be no assurance that any such projections or estimates will prove accurate.

TARC believes, based on current estimates of refining margins and costs of
the expansion and modification of the refinery, that future undiscounted cash
flows will be sufficient to recover the cost of the refinery over its estimated
useful life. Management believes there have been no events or changes in
circumstances that would require the recognition of an impairment loss. However,
due to the inherent uncertainties in estimating future refining margins, and in
constructing and operating a large scale refinery, there can be no assurance
that TARC will ultimately recover the cost of the refinery. Management believes
that the book value of the refinery is in excess of its current estimated fair
market value.

TARC has incurred losses and negative cash flow from operations as a
result of limited refinery operations that did not cover the fixed costs of
maintaining the refinery, increased working capital requirements (including
debt service) and losses on refined product sales and processing arrangements.
In order to operate the refinery at expected levels after completion of
expansion and modification of the refinery, TARC will require additional
working capital and ultimately must achieve profitable operations. As a result,
there is substantial doubt about TARC's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.

4. DISBURSEMENT ACCOUNTS

Pursuant to a disbursement agreement (the "Disbursement Agreement") among
TARC, TEC, Firstar Bank of Minnesota, N.A., as trustee (the "TEC Indenture
Trustee"), Firstar Bank of Minnesota, N.A., as disbursement agent (the
"Disbursement Agent"), and Baker & O'Brien, Inc., as construction supervisor
(the "Construction Supervisor"), $208

<PAGE> 10

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

million of the net proceeds from the sale of the TEC Notes was placed into
accounts in the name of TARC ($135 million) and TEC ($73 million) (together, the
"TARC Disbursement Account") to be held and invested by the Disbursement Agent
until disbursed. TEC disbursements for TARC expenditures will be treated as
capital contributions. In addition, proceeds to TEC and TARC of approximately
$201 million from the TransTexas Share Repurchase Program have been deposited in
the TARC Disbursement Account. All funds in the TARC Disbursement Account are
pledged as security for the repayment of the TEC Notes.

The Disbursement Agent will make disbursements for the Capital
Improvement Program out of the TARC Disbursement Account in accordance with
requests made by TARC and approved by the Construction Supervisor. The
Construction Supervisor is required to review each such disbursement request by
TARC. No disbursements may be made from the TARC Disbursement Account for
purposes other than the Capital Improvement Program other than (i) up to $1.5
million per month (except for December 1997, in which disbursements may be up
to $4.5 million) to fund administrative costs and certain taxes and insurance
payments, not in excess of $25.5 million in the aggregate; provided, that if
less than $1.5 million is spent in any month (or less than $4.5 million is
spent in December 1997) the amounts that may be disbursed in one or more
subsequent months will be increased by the amount of such difference, (ii) up
to $50 million for feedstock upon certification by the Construction Supervisor
of the Mechanical Completion (as defined in the TEC Notes Indenture) of the
Delayed Coking Unit and associated facilities, (iii) up to $19 million to pay
interest on, and to redeem, repurchase, defease, or otherwise retire the
remaining TARC Notes and (iv) up to $7 million for outstanding accounts
payable. In addition, interest income from the TARC Disbursement Account may be
used for the Capital Improvement Program or disbursed to fund administrative
and other costs of TARC and TEC. As of October 31, 1997, $119 million had been
disbursed to TARC out of the TARC Disbursement Account for use in the Capital
Improvement Program and $13 million for general corporate purposes.

5. INVESTMENT IN TRANSTEXAS

TARC uses the equity method to account for its investment in TransTexas
and initially recorded this investment at TransAmerican's historical basis. The
equity in earnings or loss of TransTexas reflects TARC's 20.3% interest in
TransTexas until March 1996, when TARC's interest in TransTexas was reduced to
14.1% as a result of its sale of 4.55 million shares of TransTexas stock. As of
October 31, 1997, TransTexas repurchased approximately 8.5 million shares from
TARC, thereby reducing TARC's ownership of TransTexas to 3.4%. TARC received
$136.2 million in connection with the repurchase, of which $124.5 million
(representing the excess of the cash received over TARC's carrying value of the
stock) was recorded as a capital contribution. TARC continues to record its pro
rata share of income or losses using the equity method due to the common control
of TransTexas and TARC by TransAmerican and TEC. Summarized financial
information of TransTexas is as follows (in thousands of dollars):

<TABLE>
<CAPTION>
October 31, January 31,
1997 1997
---------- ----------
<S> <C> <C>
ASSETS
Total current assets .................... $ 61,865 $ 188,934
Property and equipment, net ............. 627,560 846,393
Other assets ............................ 154,440 17,825
---------- ----------
$ 843,865 $1,053,152
========== ==========
</TABLE>

<PAGE> 11

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

<TABLE>
<CAPTION>
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total current liabilities...................... $ 137,373 $ 117,348
Total noncurrent liabilities................... 667,112 1,086,599
Total stockholders' equity (deficit)........... 39,380 (150,795)
----------- -----------
$ 843,865 $ 1,053,152
=========== ===========
</TABLE>

<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
October 31, October 31,
----------------------- -------------------------
1997 1996 1997 1996
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Revenues............................................. $ 37,233 (1) $ 80,104 $ 695,004 (1) $ 262,794
Operating costs and expenses......................... 27,647 74,246 152,695 124,442
--------- --------- --------- ----------
Operating income.................................. 9,586 5,858 542,309 138,352
Other expense........................................ (11,621) (20,313) (51,537) (70,438)
--------- --------- --------- ----------
Income (loss) before income taxes
and extraordinary item........................... (2,035) (14,455) 490,772 67,914
Income taxes (benefit)............................... (712) (5,059) 171,771 2,729
--------- --------- ------- ----------
Income (loss) before extraordinary item........... (1,323) (9,396) 319,001 65,185
Extraordinary item................................... 74 -- (72,043) --
--------- --------- ------- ----------
Net income (loss)................................. $ (1,249) $ (9,396) $ 246,958 $ 65,185
========= ========= ========= ==========
Net income (loss) per share.......................... $ (0.02) $ (0.13) $ 3.52 $ 0.88
========= ========= ========= ==========
</TABLE>

(1) Revenues for the three months and nine months ended October 31, 1997
include a gain on sale of the stock of TransTexas Transmission Corporation
of $7,482 and $540,411, respectively.

6. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

EEOC. On September 30, 1997, the U.S. Equal Employment Opportunity
Commission ("EEOC") issued a Determination (the "Determination) as a result of
the Commissioner's Charge that had been filed in August 1995 against TARC and
Southeast Louisiana Contractors of Norco, Inc. ("Southeast Contractors")
pursuant to Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
Section 2000e et seq. ("Title VII"). In the Determination, the EEOC stated that
it found reasonable cause to believe that each of TARC and Southeast
Contractors had discriminated based on race and gender in its hiring and
promotion practices. Each violation of Title VII (for each individual allegedly
aggrieved), if proven, potentially could subject TARC and Southeast
Contractors to liability for (i) monetary damages for backpay and front pay
in an undetermined amount, and for compensatory damages and punitive damages
in an amount not to exceed $300,000 per plaintiff, (ii) injunctive relief,
(iii) attorney's fees, and (iv) interest. During the period covered by the
Commissioner's Charge and the Determination, TARC and Southeast Contractors
estimate that they received a combined total of approximately 23,000 to 30,000
employment applications and hired (or rehired) a combined total of
approximately 3,400 to 4,100 workers, although the total number of individuals
who ultimately are covered in any conciliation proposal or any subsequent
lawsuit may be higher. TARC and Southeast Contractors deny engaging in any
unlawful employment practices. TARC and Southeast Contractors intend vigorously
to defend against the allegations contained in the Commissioner's Charge and
the findings set forth in the Determination in any

<PAGE> 12

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

proceedings in state or federal court, regardless of whether any such lawsuit is
brought by the EEOC or any individual or groups of individuals. TARC is unable
to estimate the amount of liability, if any, related to these claims. If TARC or
Southeast Contractors is found liable for violations of Title VII based on the
matters asserted in the Determination, TARC can make no assurance that such
liability would not have a material adverse effect on its financial position,
results of operations or cash flows.

RINEHEART. On October 8, 1996, Carlton Gene Rineheart, et al., and as
representative of a class of persons similarly situated, filed suit against 84
individuals and corporations, including TARC, in the U.S. District Court,
Middle District of Louisiana alleging negligent and improper storage, handling,
treatment, and disposal of hazardous materials from 1976 to the present at two
sites in Iberville Parish, Louisiana. The suit claims damages for physical,
mental, and property damage in the communities of Bayou Sorrel, Bayou Pigeon
and Indian Village. TARC intends to vigorously defend this claim.

SHELL OIL. On September 27, 1996, Shell Oil filed a third party suit
against TARC in the U.S. District Court, Eastern District of Louisiana for
contribution and/or indemnity relating to alleged environmental contamination
of Bayou Trapagnier and surrounding lands near Norco, Louisiana. In March 1997,
TARC obtained a voluntary dismissal from Shell. Shell proceeded to trial on the
main case and settled with the plaintiffs during trial by purchasing their land
for $5 million. On June 27, 1997, Shell amended its third party action to bring
TARC back into the case. Shell has demanded $400,000 from TARC. TARC has
refused to pay such amount and is defending the case vigorously.

GENERAL. The litigation matters discussed above amount to significant
potential liability which, if adjudicated in a manner adverse to TARC in one
reporting period, could have a material adverse effect on TARC's financial
position, results of operations or cash flow for that period. TARC is also a
named defendant in other ordinary course, routine litigation incidental to its
business. Although the outcome of these lawsuits cannot be predicted with
certainty, TARC does not expect these matters to have a material adverse effect
on its financial position, results of operations or cash flow.

ENVIRONMENTAL MATTERS

COMPLIANCE MATTERS. TARC is subject to federal, state, and local laws,
regulations, and ordinances ("Pollution Control Laws"), which regulate
activities such as discharges to air and water, as well as handling and
disposal practices for solid and hazardous wastes. TARC believes that it is in
substantial compliance with applicable Pollution Control Laws. However, newly
enacted Pollution Control Laws, as well as increasingly strict enforcement of
existing Pollution Control Laws, may require TARC to make additional capital
expenditures. Environmental compliance and permitting issues are an integral
part of the capital expenditures anticipated in connection with the Capital
Improvement Program.

TARC uses (and in the past has used) certain materials, and generates
(and in the past has generated) certain substances or wastes that are or may be
deemed hazardous substances or wastes. In the past, the refinery has been the
subject of certain environmental enforcement actions, and has incurred certain
fines, as a result of certain of TARC's operations. TARC also was previously
subject to enforcement proceedings relating to its prior production of leaded
gasoline and air emissions. TARC believes that, with minor exception, all of
these past matters were resolved prior to or in connection with the resolution
of the bankruptcy proceedings of its predecessor in interest, TransAmerican, or
are no longer applicable to TARC's operations. As a result, TARC believes that
such matters will not have a material adverse effect on its financial position,
future results of operations or cash flow.

In September 1997, TARC purchased a tank storage facility adjacent to the
refinery. Environmental investigations conducted by the previous owner of the
facilities have indicated soil and groundwater contamination in several areas
of the property. As a result, the former owner submitted to the LDEQ plans for
the remediation of any significant indicated contamination in such areas. TARC
has analyzed these investigations and has carried out further Phase II
Environmental Assessments to verify their results. TARC intends to incorporate
any required remediation into its ongoing work at the refinery. In connection
with the purchase of the facilities, TARC agreed to indemnify the seller from
all costs and certain other damages resulting from contamination of the
property, and created a $5 million escrow

<PAGE> 13

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

account to fund required remediation costs and indemnification claims by the
seller. As a result of TARC's Phase II Environmental Assessments, TARC believes
that the amount in escrow should be sufficient to fund the remediation costs
associated with identified contamination; however, because the LDEQ has not yet
approved certain of the remediation plans, there can be no assurance that the
funds set aside in the escrow account will be sufficient to pay all required
remediation costs. During the three months ended October 31, 1997, TARC
recorded a liability of $3.1 million for this contingency.

REQUIREMENTS UNDER THE FEDERAL CLEAN AIR ACT. The National Emission
Standards for Hazardous Air Pollutants for Benzene Waste Operations (the
"Benzene Waste NESHAPS"), promulgated in January 1993 pursuant to the Clean Air
Act, regulate benzene emissions from numerous industries, including petroleum
refineries. The Benzene Waste NESHAPS require all existing, new, modified, or
reconstructed sources to reduce benzene emissions to a level that will provide
an ample margin of safety to protect public health. TARC will be required to
comply with the Benzene Waste NESHAPS as its refinery operations start up. At
this time, TARC cannot estimate the costs of such compliance. TARC believes
that compliance with the Benzene Waste NESHAPS will not have a material adverse
effect on its financial position, results of operations or cash flow. Until the
refinery is in full operation, however, there can be no assurance that the
regulations will not have such an effect.

In addition, the Environmental Protection Agency ("EPA") promulgated
National Emission Standards for Hazardous Air Pollutants for Hazardous Organics
(the "Hazardous Organics NESHAPS") regulations for petroleum refineries under
the Clean Air Act in 1995, and subsequently has amended such regulations. These
regulations set Maximum Achievable Control Technology ("MACT") standards for
petroleum refineries. The LDEQ has incorporated MACT standards into TARC's air
permits under federal and state air pollution prevention laws. TARC believes
that compliance with the Hazardous Organics NESHAPS will not have a material
adverse effect on TARC's financial position, results of operations or cash
flow. Until the refinery is in full operation, however, there can be no
assurance that the regulations will not have such an effect.

The EPA has promulgated federal regulations pursuant to the Clean Air Act
to control fuels and fuel additives (the "Gasoline Standards") that could have
a material adverse effect on TARC. Under the new regulations, only reformulated
gasoline can be sold in certain domestic geographic areas in which the EPA has
mandated or approved its use. Reformulated gasoline must contain a minimum
amount of oxygen, have a lower vapor pressure, and have reduced sulfur,
olefins, benzene and aromatics compared to the average 1990 gasoline. The EPA
recently promulgated final National Ambient Air Quality Standards ("NAAQS")
that revise the standards for particulate matter and ozone. The number and
extent of the areas subject to reformulated gasoline standards may increase in
the future after the NAAQs are implemented. Conventional gasoline may be used
in all other domestic markets; however, a refiner's post- 1994 average
conventional gasoline must not be more polluting than it was in 1990. With
limited exceptions, to determine its compliance as of January 1, 1995, a
refiner must compare its post-1994 and 1990 average values of controlled fuel
parameters and emissions. The Gasoline Standards recognize that many gasoline
refiners may not be able to develop an individual 1990 baseline for a number of
reasons, including, for example, lack of adequate data or the absence or
limited scope of operations in 1990. Under such circumstances, the refiner must
use a statutory baseline reflecting the 1990 industry average. The EPA has
authority, upon a showing of extenuating circumstances by a refiner, to grant
an individual adjusted baseline or other appropriate regulatory relief to that
refiner.

TARC filed a petition with the EPA requesting an individual baseline
adjustment or other appropriate regulatory relief based on extenuating
circumstances. The extenuating circumstances upon which TARC relied in its
petition include the fact that the refinery was not in operation in 1990 (and
thus there is no 1990 average for purposes of the necessary comparison) and the
fact that the start-up of the refinery is to occur on a phased-in basis. The
EPA has denied TARC's request for an individual baseline adjustment and other
appropriate regulatory relief. TARC will continue to

<PAGE> 14

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

pursue regulatory relief with the EPA. There can be no assurance that any
action taken by the EPA will not have a material adverse effect on TARC's
future results of operations, cash flow or financial position.

Title V of the Clean Air Act requires states to implement an Operating
Permit Program that codifies all federally enforceable limitations that are
applicable to a particular source. The EPA has approved Louisiana's Title V
Operating Permit Program. The deadline for a refinery to submit an Operating
Permit Application under the Louisiana program was October 12, 1996. TARC
timely submitted its Title V Operating Permit application and the LDEQ has
designated the application as being administratively complete. As yet, the LDEQ
has not responded further regarding the status of TARC's Title V Operating
Permit. TARC believes that its application will be approved. However, there can
be no assurance that additional expenditures required pursuant to Title V
Operating Permit obligations will not have a material adverse effect on TARC's
financial position, results of operations or cash flow.

CLEANUP MATTERS. TARC also is subject to federal, state, and local laws,
regulations, and ordinances that impose liability for the costs of clean up
relating to, and certain damages resulting from, past spills, disposals, or
other releases of hazardous substances ("Hazardous Substance Cleanup Laws").
Over the past several years, TARC has been, and to a limited extent continues
to be, engaged in environmental cleanup or remedial work relating to or arising
out of operations or activities at the refinery. In addition, TARC has been
engaged in upgrading its solid waste facilities, including the closure of
several waste management units. Similar to numerous other industrial sites in
the state, the refinery has been listed by the LDEQ on the Federal
Comprehensive Environmental Response, Compensation and Liability Information
System, as a result of TARC's prior waste management activities (as discussed
below).

In 1991, the EPA performed a facility assessment at TARC's refinery
pursuant to the Federal Resource Conservation and Recovery Act ("RCRA"). The
EPA performed a follow up assessment in March 1996, but has not yet issued a
report of its investigations. In July 1996, the EPA and LDEQ agreed that the
LDEQ would serve as the lead agency with respect to the investigation and
remediation of areas of concern identified in the investigation. TARC, under a
voluntary initiative approved by the LDEQ, has submitted a work plan to the
LDEQ to determine which areas may require further investigation and
remediation. The LDEQ has not yet responded to TARC's submission or issued any
further requests relating to this matter. As a result, TARC is unable at this
time to estimate what the costs, if any, will be if the LDEQ does require
further investigation or remediation of the areas identified.

TARC has been identified as a potentially responsible party ("PRP") under
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended ("CERCLA" or "Superfund"), for the cleanup of contamination
from hazardous substances at three Superfund sites (i.e. sites on the National
Priorities List ("NPL")) to which it has been alleged that TARC, or its
predecessors, sent hazardous substances in the past. CERCLA requires cleanup of
sites from which there has been a "release" or threatened release of "hazardous
substances" (as such terms are defined under CERCLA). CERCLA requires the EPA
to include sites needing long-term study and cleanup on the NPL based on their
potential effect on public health or the environment. CERCLA authorizes the EPA
to take any necessary response actions at NPL sites and, in certain
circumstances, to order PRPs liable for the release to take such actions. PRPs
are broadly defined under CERCLA to include past and present owners and
operators of a site, as well as generators and transporters of wastes to a site
from which hazardous substances are released.

The EPA may seek reimbursement of expenditures of federal funds from PRPs
under Superfund. Courts have interpreted CERCLA to impose strict, joint and
several liability upon all persons liable for the entire amount of necessary
cleanup costs. As a practical matter, at sites where there are multiple PRPs
for a cleanup, the costs of cleanup typically are allocated according to a
volumetric or other standard among the parties. CERCLA also provides that
responsible parties generally may recover a portion of the costs of cleaning up
a site from other responsible parties. Thus, if one party is required to clean
up an entire site, that party can seek contribution or recovery of such costs
from

<PAGE> 15

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

other responsible parties. A number of states have laws similar to Superfund,
pursuant to which cleanup obligations, or the costs thereof, also may be
imposed.

At one Superfund site, TARC has submitted information to the EPA
indicating that it should have no liability for this matter, and negotiations
with the EPA in this regard are continuing. With respect to the remaining two
sites, TARC's liability for each such matter has not been determined, and TARC
anticipates that it may incur costs related to the cleanup (and possibly
including additional costs arising in connection with any recovery or other
action brought pursuant or relating to such matters) at each such site. After a
review of the data available to TARC regarding the basis of TARC's alleged
liability at each site, and based on various factors, which depend on the
circumstances of the particular Superfund site (including, for example, the
relationship of TARC to each such site, the volume of wastes TARC is alleged to
have contributed to each such site in comparison to other PRPs without giving
effect to the ability of any other PRPs to contribute to or pay for any
liabilities incurred, and the range of likely cleanup costs at each such site),
TARC does not believe its ultimate environmental liabilities will be
significant; however, it is not possible to determine the ultimate
environmental liabilities, if any, that may arise from the matters discussed
above.

PURCHASE COMMITMENTS

TARC has various purchase commitments for materials, supplies and
services incidental to the ordinary course of business and for the Capital
Improvement Program. As of October 31, 1997, TARC had commitments for refinery
construction and maintenance of approximately $67.7 million. TARC is acting as
general contractor and can generally cancel or postpone capital projects.

PROCESSING AGREEMENTS

In April 1996, TARC entered into a processing agreement with a third party
to process feedstocks. Under the terms of the agreement, the processing fee
earned from the third party is based on the margin earned by the third party, if
any, after deducting all of its related costs such as feedstock acquisition,
hedging, transportation, processing and inspections plus a commission for each
barrel processed. As of October 31, 1997, TARC has processed 6.4 million
barrels of feedstocks under this agreement. TARC also entered into processing
agreements with this third party to process approximately 1.1 million barrels of
the third party's feedstocks for a fixed price per barrel. As of October 31,
1997 and January 31, 1997, TARC was storing approximately 0.7 million and 1.0
million barrels, respectively, of feedstock and intermediate or refined
products. For the nine months ended October 31, 1997 and 1996, TARC recorded
income (loss) from processing agreements of $3.1 million and $(8.6) million,
respectively. For the three months ended October 31, 1997 and 1996, TARC
recorded a loss from processing agreements of $0.1 million and $5.2 million,
respectively. Included in the 0.7 million barrels of product stored at the
refinery as of October 31, 1997, is approximately 0.6 million barrels of
feedstock related to a purchase commitment entered into in April 1997. The 0.6
million barrels have been sold to the third party involved in the processing
arrangement. For the nine months ended October 31, 1997, TARC incurred a loss of
approximately $4.8 million related to this purchase commitment.

POTENTIAL EFFECTS OF A CHANGE OF CONTROL

Pursuant to the terms of the TARC Intercompany Loan, upon the occurrence
of a Change of Control, TEC would have the right to require TARC to repay the
principal of the TARC Intercompany Loan in an amount equal to a pro rata share
of the amount TEC is required to pay under the TEC Indenture. Such pro rata
share would be calculated using the ratio of the accreted value of the
outstanding principal amount of the TARC Intercompany Loan to the sum of (i)
the outstanding principal amount of the TransTexas Intercompany Loan plus (ii)
the accreted value of the outstanding principal amount of the TARC Intercompany
Loan. A Change of Control would be deemed to occur under the TARC Intercompany
Loan in the case of certain changes or other events in respect of the ownership
or control of TEC, TARC or TransTexas including any circumstance pursuant to
which (i) any person or group, other than John R. Stanley (or his

<PAGE> 16

TRANSAMERICAN REFINING CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS, CONTINUED
(UNAUDITED)

heirs, his estate or any trust in which he or his immediate family members
have, directly or indirectly, a beneficial interest in excess of 50%) and his
subsidiaries or the TEC Indenture Trustee is or becomes the beneficial owner of
more than 50% of the total voting power of TEC's then outstanding voting stock,
or (ii) TEC or any of its subsidiaries own some of TARC's or TransTexas'
capital stock, respectively, but less than 50% of the total voting stock or
economic value of TARC or TransTexas, respectively, unless (in the case of
either (i) or (ii) above) the Notes have an investment grade rating for the
period of 120 days thereafter. The term "person," as used in the definition of
Change of Control, means a natural person, company, government or political
subdivision, agency or instrumentality of a government and also includes a
"group," which is defined as two or more persons acting as a partnership,
limited partnership or other group. In the event of a change of control under
the TEC Notes Indenture, there can be no assurance that TransTexas or TARC will
have sufficient funds to satisfy any such payment obligations. A change of
control or other event that results in deconsolidation of TransTexas and
TransAmerican for federal income tax purposes could result in acceleration of
a substantial amount of federal income taxes.

7. TRANSACTIONS WITH AFFILIATES

TARC purchases natural gas from TransTexas on an interruptible basis. The
total cost of natural gas purchased for the nine months ended October 31, 1997
and 1996 was approximately $0.4 million and $2.2 million, respectively. During
the quarter ended October 31, 1997, TARC paid TransTexas approximately $3.2
million which represented the payable to TransTexas for natural gas purchases.

Southeast Contractors, a subsidiary of TransAmerican, provides
construction personnel to TARC in connection with the Capital Improvement
Program. These construction workers are temporary employees, and the number and
composition of the workforce will vary throughout the Capital Improvement
Program. Southeast Contractors charges TARC for the direct costs it incurs
(which consist solely of employee payroll and benefits) plus administrative
costs and fees of up to $2.0 million per year. Total labor costs charged by
Southeast Contractors for the nine months ended October 31, 1997 and 1996 were
$26.8 million and $13.5 million, respectively, of which $3.9 million and $1.8
million were payable at October 31, 1997 and January 31, 1997, respectively.

On June 13, 1997, the Company entered into a services agreement with
TransAmerican, TransTexas and TEC. Under the agreement, TransTexas provides
accounting, legal, administrative and other services to TARC, TEC and
TransAmerican and its affiliates. TransAmerican provides advisory services
to TransTexas, TARC and TEC. TARC will pay TransTexas approximately $300,000
per month for services rendered to, and for allocated expenses paid by
TransTexas on behalf of, TARC and TEC. TEC and its subsidiaries will pay $2.5
million in the aggregate per year to TransAmerican for advisory services and
benefits provided by TransAmerican. As of October 31, 1997, $1.2 million and
$1.0 million was payable to TransTexas and TransAmerican, respectively,
pursuant to the services agreement.

In July and September 1997, TEC advanced an aggregate of $46 million to
TARC. All of the advances are governed by the terms of a promissory note that is
due June 14, 2002 bearing interest at a rate that, when added to the interest
paid by TransTexas on the TransTexas Intercompany Loan, will equal the amount of
interest payable on the TEC Notes. In November and December 1997, TARC repaid
approximately $33.9 million in principal and interest to TEC.

For the nine months ended October 31, 1997, TEC has contributed $6 million
to TARC for operating expenses.

<PAGE> 17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion should be read in conjunction with the condensed
financial statements and notes thereto included elsewhere in this report.

RESULTS OF OPERATIONS

GENERAL

TARC's refinery was inoperative from January 1983 through February 1994.
During this period, TARC's revenues were derived primarily from tank rentals
and its expenses consisted of maintenance and repairs, tank rentals, general
and administrative expenses and property taxes. TARC commenced partial
operations at the refinery in March 1994 and has operated the No. 2 Vacuum Unit
intermittently since that time. TARC may operate the No. 2 Crude Unit and the
No. 2 Vacuum Unit if market conditions are favorable. TARC's decision to
commence or suspend operations will depend on the availability of working
capital, current operating margins and the need to tie-in units as they are
completed. TARC does not consider its historical results to be indicative of
future results.

TARC's results of operations are dependent on the operating status of
certain units within its refinery, which determines the types of feedstocks
processed and refined product yields. The results are also affected by the unit
costs of purchased feedstocks and the unit prices of refined products, which
can vary significantly. The Capital Improvement Program is designed to
significantly change TARC's throughput capacity, the feedstocks processed, and
refined product yields.

TARC believes, based on current estimates of refining margins and
costs of the expansion and modification of the refinery, that future
undiscounted cash flows will be sufficient to recover the cost of the refinery
over its estimated useful life. Management believes there have been no events or
changes in circumstances that would require the recognition of an impairment
loss. However, due to the inherent uncertainties in estimating future refining
margins, and in constructing and operating a large-scale refinery, there can be
no assurance that TARC will ultimately recover the cost of the refinery.
Management believes that the book value of the refinery is in excess of its
current estimated fair market value.

THREE MONTHS ENDED OCTOBER 31, 1997, COMPARED WITH THE THREE MONTHS ENDED
OCTOBER 31, 1996

Other revenues of $0.6 million for the three months ended October 31,
1997 were from operations of TARC'S terminal facility acquired in September
1997.

Processing arrangements reflect a loss of $0.1 million and $5.2 million
for the three months ended October 31, 1997 and 1996, respectively. Losses were
primarily due to unfavorable prices for refined products and price management
activities.

Operations and maintenance expense for the three months ended October 31,
1997 decreased to $2.8 million from $3.0 million for the same period in 1996,
primarily due to increased amounts of labor costs capitalized in connection
with the Capital Improvement Program partially offset by the expensing of
certain prepaid costs for storage and related facilities.

Depreciation and amortization expense for the three months ended October
31, 1997 increased to $2.0 million from $1.7 million for the same period in
1996, primarily due to depreciation related to the terminal facility acquired
in September 1997.

General and administrative expenses increased to $6.0 million for the
three months ended October 31, 1997 from $1.7 million for the same period in
1996, primarily due to the write-off of certain intangibles related to the
terminal facility acquired in September 1997 and increased Services Agreement
fees.

Taxes other than income taxes for the three months ended October 31, 1997
remained at the same level as in 1996.

<PAGE> 18

Interest income for the three months ended October 31, 1997 increased to
$2.0 million as compared to the same period in 1996, primarily due to the
investment of proceeds from the TARC Intercompany Loan. Interest expense, net
for the three months ended October 31, 1997, increased $6.1 million, due
primarily to interest on the TARC Intercompany Loan. During the three months
ended October 31, 1997, TARC capitalized approximately $23.3 million of
interest related to property and equipment additions at TARC's refinery
compared to $17.7 million for the three months ended October 31, 1996.

Equity in income of TransTexas before extraordinary items for the three
months ended October 31, 1997 increased $1.3 million as compared to the same
period in 1996. In September 1997, TARC sold approximately 8.5 million shares
of TransTexas common stock pursuant to the TransTexas Share Repurchase Program.
TARC received $136.2 million in connection with the repurchase, of which $124.5
million (representing the excess of the cash received over TARC's carrying
value of the stock) was recorded as a capital contribution.

NINE MONTHS ENDED OCTOBER 31, 1997, COMPARED WITH THE NINE MONTHS ENDED
OCTOBER 31, 1996

There were no product sales for the nine months ended October 31, 1997 as
compared to $10.9 million for the same period in 1996, primarily as a result of
processing the majority of refinery throughput for third parties under
processing agreements.

Other revenues of $0.6 million for the nine months ended October 31, 1997
were from operations of TARC's terminal facility acquired in September 1997.

There were no costs of products sold for the nine months ended October
31, 1997 as compared to $12.4 million for the same period in 1996, due
primarily to the Company's use in 1997 of processing arrangements pursuant to
which TARC processed feedstock owned by third parties (as opposed to TARC's
purchase of feedstock and sale of product).

Processing arrangements reflect income of $3.1 million and a loss of $8.6
million for the nine months ended October 31, 1997 and 1996, respectively.
Income and losses were primarily due to unfavorable prices for refined products
and price management activities.

Operations and maintenance expense for the nine months ended October 31,
1997 increased $1.1 million to $10.7 million from $9.6 million for the same
period in 1996, primarily due to the increase of the Company's labor force in
connection with the Capital Improvement Program.

Depreciation and amortization expense for the nine months ended October
31, 1997 increased $0.1 million to $5.4 million from $5.3 million for the same
period in 1996, primarily due to depreciation related to the terminal facility
acquired in September 1997.

General and administrative expenses increased $3.6 million to $11
million for the nine months ended October 31, 1997 from the $7.4 million for
the same period in 1996, primarily due to the write-off of certain intangibles
related to the terminal facility acquired in September 1997, increased services
agreement fees and an offsetting decrease in insurance expense and professional
fees.

Taxes other than income taxes for the nine months ended October 31, 1997
decreased $1.1 million to $2.7 million from $3.8 million for the same period in
1996, primarily due to decreased property tax expense.

Loss on purchase commitments for the nine months ended October 31, 1997
consists of a $4.8 million loss related to a commitment to purchase 0.6 million
barrels of feedstock. These barrels have been sold to a third party and are now
subject to a processing agreement.

Interest income for the nine months ended October 31, 1997 increased $2.8
million as compared to the same period in 1996, primarily due to the investment
of proceeds from the TARC Intercompany Loan. Interest expense for the nine
months ended October 31, 1997 increased $10.8 million, primarily due to
interest on the TARC Intercompany Loan. During the nine months ended October
31, 1997, the Company capitalized approximately $64.9 million of interest
related to property and equipment additions at the Company's refinery compared
to $51.0 million for the nine months ended October 31, 1996.

Equity in income of TransTexas before extraordinary item for the nine
months ended October 31, 1997 increased to $45.2 million as compared to $9.8
million for the same period in 1996, due primarily to a $540 million gain on the
sale by TransTexas of a subsidiary. In September 1997, TARC sold approximately
8.5 million shares of TransTexas common stock pursuant to the TransTexas Share
Repurchase Program. TARC received $136 million in connection with the
repurchase, of which $124.5 million (representing the excess of the cash
received over TARC's carrying value of the stock) was recorded as a capital
contribution. TARC recognized equity in an extraordinary item of TransTexas of
$(10.2) million for the nine months ended October 31, 1997. The extraordinary
loss of TransTexas is attributable to a loss on the early extinguishment of debt
as a result of the repurchase by TransTexas of its Senior Secured Notes and the
Subordinated Notes Exchange Offer. The gain on the sale of TransTexas stock of
$56.2 million for the nine months ended October 31, 1996 was a result of TARC's
sale of 4.55 million shares of TransTexas common stock in March 1996.

<PAGE> 19

The loss on the early extinguishment of debt of $84.4 million for the
nine months ended October 31, 1997 is a result of the completion of the TARC
Notes Tender Offer as described in Note 2 of Notes to Condensed Financial
Statements.

LIQUIDITY AND CAPITAL RESOURCES

Although TARC may operate the No. 2 Crude Unit and the No. 2 Vacuum
Unit if it obtains a favorable processing arrangement, TARC anticipates that,
until completion of the Delayed Coking Unit, its capital needs will be limited
to expenditures for the Capital Improvement Program, general and administrative
expenses and refinery maintenance costs.

On June 13, 1997, TEC completed a private offering (the "TEC Notes
Offering") of $475 million aggregate principal amount of 11 1/2% Senior Secured
Notes due 2002 (the "TEC Senior Secured Notes") and $1.13 billion aggregate
principal amount of 13% Senior Secured Discount Notes due 2002 (the "TEC Senior
Secured Discount Notes" and, together with the TEC Senior Secured Notes, the
"TEC Notes") for net proceeds of approximately $1.3 billion.

With a portion of the proceeds of the TEC Notes Offering, TEC made an
intercompany loan to TARC in the original amount of $676 million (the "TARC
Intercompany Loan"). The TARC Intercompany Loan will accrete principal at the
rate of 16% per annum, compounded semi-annually until June 15, 1999 to a final
accreted value of $920 million, and cash interest will thereafter accrue at a
rate of 16% per annum, payable semi-annually. The TARC Intercompany Loan will
mature on June 1, 2002. The TARC Intercompany Loan Agreement contains certain
restrictive covenants including, among others, limitations on incurring
additional debt, asset sales, dividends and transactions with affiliates. If
TARC's cash flow from operations is insufficient to pay interest as it becomes
payable on the TARC Intercompany Loan, TARC may be required to attempt to sell
debt or equity securities of TARC. There can be no assurance that proceeds from
such sales would be adequate to pay interest due. TARC used approximately $103
million of the proceeds from the TARC Intercompany Loan to repay certain
indebtedness, including $36 million of senior secured notes issued in March
1997 and $66 million of advances and notes payable owed to an affiliate, and
used approximately $437 million to complete the TARC Notes Tender Offer
described below. Remaining proceeds will be used for the Capital Improvement
Program described in Note 3 of Notes to Condensed Financial Statements and for
general corporate purposes. See Note 2 of Notes to Condensed Financial
Statements.

Following completion of the transactions described in Note 2 of Notes to
Condensed Financial Statements, TARC and TEC will have deposited approximately
$529 million into accounts in the name of TARC and TEC (together, the "TARC
Disbursement Account") from which disbursements will be made pursuant to a
disbursement agreement (the "Disbursement Agreement") among TARC, TEC, the TEC
Indenture Trustee, Firstar Bank of Minnesota, N. A., as Disbursement Agent, and
Baker & O'Brien, Inc., as Construction Supervisor. See Note 4 of Notes to
Condensed Financial Statements. Of these funds, $427 million will be available
only for the Capital Improvement Program, approximately $25.5 million will be
available for general and administrative expenses, $7 million will be available
for outstanding accounts payable, $50 million will be available for working
capital upon completion of the Delayed Coking Unit and certain supporting units
and $19 million will be available for the payment of interest on, or the
redemption, purchase, defeasance or other retirement of, the outstanding TARC
Notes. TARC's estimated capital expenditures for the Capital Improvement
Program are $201 million, $210 million, and $16 million, respectively, during
the remainder of fiscal 1998, and the fiscal years ending January 31, 1999 and
2000. If engineering problems, cost overruns or delays occur and other
financing sources are not available, TARC may not be able to complete both
phases of the Capital Improvement Program. As of October 31, 1997, $119 million
had been disbursed to TARC out of the TARC Disbursement Account for use in the
Capital Improvement Program and $13 million for general corporate purposes.

On June 13, 1997, TARC completed a tender offer (the "TARC Notes Tender
Offer") for the (i) TARC Mortgage Notes for 112% of their principal amount
(plus accrued and unpaid interest) and (ii) TARC Discount Notes for 112% of
their accreted value. TARC Mortgage Notes and TARC Discount Notes with an
aggregate carrying value of $423 million were tendered and accepted by TARC at
a cost to TARC of approximately $437 million (including accrued interest,
premiums and other costs). As a result of the TARC Notes Tender Offer, $22.8
million in debt issuance costs were written off and TARC recorded a total
extraordinary charge of approximately $84 million during the nine months

<PAGE> 20

ended October 31, 1997. As of October 31, 1997, TARC Mortgage Notes and TARC
Discount Notes with a carrying value of approximately $16.0 million remained
outstanding.

In June 1997, TransTexas implemented the TransTexas Share Repurchase
Program pursuant to which it plans to repurchase common stock from its public
stockholders and from its affiliates, including TEC and TARC, in an aggregate
amount of approximately $399 million in value of stock purchased. Shares may be
purchased through open market purchases, negotiated transactions or tender
offers, or a combination of the above. It is anticipated that the price paid to
affiliated stockholders will equal the weighted average price paid to purchase
shares from the public stockholders. As of October 31, 1997, TransTexas had
repurchased approximately 3.9 million shares of common stock from public
stockholders for an aggregate purchase price of approximately $61.4 million, and
approximately 12.6 million shares had been purchased from TARC and TEC for an
aggregate purchase price of approximately $201 million. TARC received $136.2
million of the purchase price, of which $124.5 million (representing the excess
of the cash received over TARC's carrying value of the stock) was recorded as a
capital contribution.

The TEC Notes Indenture permits TARC to obtain a revolving credit
facility but places certain limitations on TARC's ability to incur other
indebtedness. In order to operate the refinery at expected levels after the
completion of Phase I of the Capital Improvement Program, TARC will require
additional working capital. Although TARC and a lender have engaged in
discussions concerning the terms of a revolving credit facility, there can be
no assurance TARC will be able to obtain such a facility.

In April 1996, TARC entered into a processing agreement with a third party
to process feedstocks. Under the terms of the agreement, the processing fee
earned by the third party is based on the margin earned by the third party, if
any, after deducting all of its related costs such as feedstock acquisition,
hedging, transportation, processing and inspections plus a commission for each
barrel processed. As of October 31, 1997, TARC has processed 6.4 million barrels
of feedstocks under this agreement. TARC also entered into processing agreements
with this third party to process approximately 1.1 million barrels of the third
party's feedstocks for a fixed price per barrel. As of October 31, 1997 and
January 31, 1997, TARC was storing approximately 0.7 million and 1.0 million
barrels, respectively, of feedstock and intermediate or refined products. For
the nine months ended October 31, 1997 and 1996, TARC recorded income (loss)
from processing agreements of $3.1 million and $(8.6) million, respectively. For
the three months ended October 31, 1997 and 1996, TARC recorded a loss from
processing arrangements of $0.1 million and $5.2 million, respectively. Included
in the 0.7 million barrels of product stored at the refinery as of October 31,
1997, is approximately 0.6 million barrels of feedstock related to a purchase
commitment entered into in April 1997. The 0.6 million barrels have been sold to
the third party involved in the processing arrangement. For the nine months
ended October 31, 1997, TARC incurred a loss of approximately $4.8 million
related to this purchase commitment.

In July and September 1997, TARC received advances from TEC in the
aggregate amount of $46 million. In November and December 1997, TARC repaid
approximately $31 million in principal, and in December 1997 paid
approximately $2.9 million in interest to TEC. See Note 7 of Notes to Condensed
Financial Statements.

In September 1997, TARC purchased a tank storage facility adjacent to the
refinery for a cash purchase price of $40 million (which does not include a
$3.1 million liability recorded for environmental remediation, as discussed
below). Environmental investigations conducted by the previous owner of the
facilities have indicated soil and groundwater contamination in several areas of
the property. As a result, the former owner submitted to the Louisiana
Department of Environmental Quality (the "LDEQ") plans for the remediation of
any significant indicated contamination in such areas. TARC has analyzed these
investigations and has carried out further Phase II Environmental Assessments to
verify their results. TARC intends to incorporate any required remediation into
its ongoing work at the refinery. In connection with the purchase of the
facilities, TARC agreed to indemnify the seller from all cleanup costs and
certain other damages resulting from contamination on the property, and created
a $5 million escrow account to fund required remediation costs and
indemnification claims by the seller. As a result of TARC's Phase II
Environmental Assessments, TARC believes that the amount in escrow should be
sufficient to fund the remediation costs associated with identified
contamination; however, because the LDEQ has not yet approved certain

<PAGE> 21

of the remediation plans, there can be no assurance that the funds set aside in
the escrow account will be sufficient to pay all required remediation costs.
During the three months ended October 31, 1997, TARC recorded a liability of
$3.1 million for this contingency.

On December 10, 1997, TARC issued to an unaffiliated third party a 13%
Senior Secured Note due 2002 (the "Acquisition Note") in the principal amount
of $36 million to finance a portion of the purchase price of the tank storage
facility purchased in September 1997. The Acquisition Note is secured by a
mortgage on the tank storage facility, and is governed by a Note Purchase
Agreement containing restrictive covenants substantially similar to those
contained in the TARC Intercompany Loan and TEC Indenture. The Acquisition Note
bears interest at 13%, payable semiannually on June 15 and December 15, and
matures on December 15, 2002.

Environmental compliance and permitting issues are an integral part of
the capital expenditures anticipated in connection with the expansion and
modification of the refinery. TARC does not expect to incur any additional
significant expenses for environmental compliance during fiscal 1998 or fiscal
1999 other than those budgeted for the Capital Improvement Program. There is no
assurance, however, that costs incurred to comply with environmental laws will
not have a material adverse effect on TARC's future results of operations, cash
flows or financial condition. TARC also has contingent liabilities with respect
to certain legal proceedings as more fully described in Note 7 of Notes to
Condensed Financial Statements.

FORWARD-LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
are included throughout this report. All statements other than statements of
historical facts included in this Quarterly Report on Form 10-Q regarding
TARC's financial position, business strategy, plans and objectives of
management for future operations and expansion and modification of the
refinery, including but not limited to words such as "anticipates," "expects,"
"believes," "estimates," "intends," "projects" and "likely" indicate
forward-looking statements. TARC's management believes that its current views
and expectations are based on reasonable assumptions; however, there are
significant risks and uncertainties that could significantly affect expected
results. Factors that could cause actual results to differ materially from
those in the forward-looking statements include, without limitation,
engineering problems, work stoppages, cost overruns, personnel or materials
shortages, fluctuations in commodity prices for petroleum and refined products,
casualty losses, conditions in the capital markets and competition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

<PAGE> 22

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

See Note 6 of Notes to Condensed Financial Statements for a
discussion of TARC's legal proceedings.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

10.1 - Asset Purchase Agreement dated September 19, 1997 between
GATX Terminals Corporation and TARC.

11.1 - Computation of Net Income per Share

27.1 - Financial Data Schedule

(b) Reports on Form 8-K

On August 18, 1997, the Company filed a current report on Form 8-K
dated June 13, 1997 to report under Item 5 the completion of the TEC
Notes Offering and related transactions. Pro forma financial
statements giving effect to the TEC Notes Offering and related
transactions were included in the report.

<PAGE> 23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

TRANSAMERICAN REFINING CORPORATION
(Registrant)

December 15, 1997 By: /s/ JOHN R. STANLEY
--------------------------------------------
John R. Stanley, Chief Executive Officer

December 15, 1997 By: /s/ ED DONAHUE
--------------------------------------------
Ed Donahue, Vice President and Secretary
(Principal Financial and Accounting Officer)

<PAGE> 24

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------ -------
<S> <C>
10.1 - Asset Purchase Agreement dated September 19, 1997 between GATX
Terminals Corporation and TARC.

11.1 - Computation of Net Income per Share

27.1 - Financial Data Schedule
</TABLE>

<PAGE> 1

EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

BETWEEN

GATX TERMINALS CORPORATION

AND

TRANSAMERICAN REFINING CORPORATION

DATED AS OF SEPTEMBER 19, 1997
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
RECITALS

ARTICLE 1 Definitions

Section 1.1 Acquired Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.2 Act of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.3 Actual Knowledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.4 Assigned Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.5 Assigned Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.6 Assumed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.7 Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.8 Cancellation Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.9 Casualty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.10 Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.11 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.12 Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.13 Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.14 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.15 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.16 Disbursement Confirmation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.17 Dock No. 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.18 Dock No. 1 Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.19 Dock No. 1 Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.20 Dock No. 1 Put Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.21 Docks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.22 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.23 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.24 Environmental Consultant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.25 Environmental Consulting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.26 Environmental Continuation Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.27 Environmental Escrow Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.28 Environmental Escrow Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.29 Environmental Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.30 Environmental Escrow Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.31 Environmental Indemnity Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.32 Environmental Liability(ies) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.33 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.34 ERISA Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.35 Excluded Environmental Liabilities(ies) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
PAGE
<S> <C>
Section 1.36 Excluded Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.37 Existing Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.38 Fifteenth Anniversary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.39 FTC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.40 GATC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.41 GATC Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.42 General Indemnity Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.43 Hazardous Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.44 HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.45 Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.46 Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.47 Land Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.48 Legal Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.49 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.50 Material Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.51 Operating Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.52 Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.53 Permitted Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.54 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.55 Purchaser Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.56 Purchaser Indemnitees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.57 Qualified Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.58 Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.59 Refinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.60 Refinery Parcel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.61 Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.62 Remediation Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.63 Remediation Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.64 Retained Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.65 Retained Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1.66 Retained Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.67 Retained Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.68 Scheduled Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.69 Seller Indemnitees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.70 Servitudes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.71 Shell Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.72 Stanley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.73 Stanley Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.74 Subcontract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.75 Survey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
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Section 1.76 Tank Car Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.77 Tanks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.78 Terminal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.79 Terminal Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1.80 Title Objections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.81 Warehousing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.82 WARN Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.83 Wharfage Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1.84 Withdrawal Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE 2 Purchase and Sale

Section 2.1 Purchase and Sale of Acquired Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.2 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.3 The Nonrefundable Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.4 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.5 Seller's Dock No. 1 Put Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.6 Stanley Guaranty Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.7 Pro Rations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.8 Payments Under Existing Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.9 Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.10 Assumed and Retained Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.11 Like-Kind Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 3 Representations and Warranties and Agreements of Seller

Section 3.1 Title to the Terminal Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.2 Environmental Condition of the Terminal Assets . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.3 Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.4 Authority of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.5 Articles of Incorporation and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.6 No Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.7 Assigned Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.8 HSR Act Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.9 Seller's Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.10 Collective Bargaining Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.12 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
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Section 3.13 WARN Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.14 Union Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.15 Existing Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.17 Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.18 No Rescission of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.19 Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.20 Events Prior to Closing and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 4 Representations, Warranties and Agreements of
Purchaser

Section 4.1 Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.3 Articles of Incorporation and Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.4 No Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.5 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.6 Purchaser's Hiring Decisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.7 GATC Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.8 Dock Services Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.9 HSR Act Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.10 Existing Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.11 Seller's Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.12 Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.13 Events Prior to Closing and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 5 Title, Survey, Purchaser's Inspection and Condition
of Terminal Assets

Section 5.1 Title and Survey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 5.2 Purchaser's Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.3 Condition of Terminal Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.4 Assumption of Liabilities and Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.5 No Obligation to Improve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.6 Contents of Tanks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE 6 Action Prior to the Closing Date

Section 6.1 Preserve Accuracy of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

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<TABLE>
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Section 6.2 Maintenance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.3 New Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.4 No Negotiations with Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.5 Reservation of Servitude . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.6 No New Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.7 Cancellation Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.8 Gauging of the Tanks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.9 Equipment, Spare Parts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.10 Tank Car Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.11 Judgment Preventing Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.12 Title Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE 7 Conditions Precedent to Closing

Section 7.1 Representations and Warranties Accurate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.2 Performance by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.3 Performance by Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.4 Approvals and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.5 Contractual Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.6 Environmental Escrow Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.7 Seller's Performance at Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 7.8 Purchaser's Performance at Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE 8 Assumption of Environmental Liabilities;
Environmental Indemnification

Section 8.1 Definition of Environmental Liability(ies) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 8.2 Due Diligence by Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.3 Environmental Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.4 Environmental Release and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.5 Environmental Escrow Account; Environmental Escrow Agreement;
Environmental Consulting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 8.6 Purchaser's Remediation Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE 9 Default and Remedies

Section 9.1 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 9.2 Purchaser's Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
</TABLE>
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<TABLE>
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Section 9.3 Seller's Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 9.4 Sole Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE 10 Actions to be Taken Subsequent to the Closing Date

Section 10.1 Mutual Cooperation with Respect to Taxes and Other Financial Matters . . . . . . . . . . . . . . 37
Section 10.2 Cooperation in Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.3 Uncured Title Objections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.4 Performance Under Assigned Contracts; Indemnification . . . . . . . . . . . . . . . . . . . . . . 37
Section 10.5 Seller's Assigned Contracts Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.6 Seller's Representative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.7 Dock Use Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.8 Payments under Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.9 Conveyances or Leases to Purchaser Affiliates . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.10 Removal of Retained Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE 11 Other Provisions

Section 11.1 Survival Claims for Breaches of Representations,
Warranties and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.2 Transfer, Sales and Property Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.3 Preservation of Right to Contest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.4 Certificates and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.5 Attorney Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.6 Claims Under Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.7 Complete Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 11.8 Passage of Title and Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 11.9 Waiver, Discharge, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 11.10 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 11.11 Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 11.12 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 11.13 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.14 No Recordation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.15 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.16 Titles and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.17 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 11.18 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 11.19 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>
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Section 11.20 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 11.21 TransTexas Gas Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 11.22 No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 11.23 Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>

EXHIBITS:

<TABLE>
<S> <C> <C>
Exhibit "A" - description of Real Estate
Exhibit "B" - description of real estate included in Dock No. 1
Exhibit "C" - the Dock No. 1 Survey
Exhibit "D" - form of Pipeline Servitude Agreement (Dock No. 1)
Exhibit "E" - form of Access Servitude Agreement (Dock No. 1)
Exhibit "F" - form of Stanley Guaranty
Exhibit "G" - existing Environmental Liabilities
Exhibit "H" - form of GATC Lease
Exhibit "I" - form of Dock Services Agreement
Exhibit "J" - form of reservation of servitude over Dock No. 1
Exhibit "K" - form of Act of Sale
Exhibit "L" - form of Assignment and Assumption Agreement
Exhibit "M" - form of Subcontract
Exhibit "N" - form of Environmental Release and Indemnity Agreement
Exhibit "O" - form of General Release and Indemnity Agreement
Exhibit "P" - form of Cancellation Agreements
Exhibit "Q" - form of Environmental Consulting Agreement
Exhibit "R" - form of Environmental Escrow Agreement
Exhibit "S" - form of Seller's Officer's Certificate
Exhibit "T" - form of Purchaser's Officer's Certificate
Exhibit "U" - form of Dock Use Certificate
</TABLE>

SCHEDULES:

<TABLE>
<S> <C> <C>
Schedule 1.4 - list of Assigned Contracts
Schedule 1.52 - list of Permits
Schedule 1.53 - list of Permitted Exceptions
Schedule 1.64 - list of Retained Assets
Schedule 1.65 - list of Retained Contracts
Schedule 1.67 - description of Retained Litigation
Schedule 2.1(e) - list of personal property at the Terminal
Schedule 3.7 - Assigned Contracts exceptions
</TABLE>

<PAGE> 9

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), entered into as of
the 19th day of September, 1997, between GATX Terminals Corporation, a Delaware
corporation ("Seller") and TransAmerican Refining Corporation, a Texas
corporation ("Purchaser") with respect to certain property located in St.
Charles Parish, Louisiana.

R E C I T A L S

A. Seller is the owner of a bulk liquid terminal facility at
Norco, St. Charles Parish, Louisiana.

B. Seller's real estate at Norco includes approximately 240.8
acres within the fence line of Seller's Norco terminal facility between the
Mississippi River and U.S. Highway #61 and approximately 463 acres of wetlands,
the majority of which wetlands are on the north side of U.S. Highway #61 and
approximately 1.149 acres subject to a 50' I.C. Railroad right of way (the
"Real Estate"). The Real Estate is more particularly described on Exhibit "A"
attached hereto and made a part hereof. Approximately 84 above ground storage
tanks with a shell capacity of approximately 5.5 million barrels (the "Tanks")
are located on the Real Estate.

C. Purchaser has constructed and operated an oil refinery and
related facilities (the "Refinery") on certain property (the "Refinery Parcel")
owned by Purchaser and located adjacent to the Real Estate.

D. Purchaser warehoused certain of its commodities in certain of
the Tanks at various times since 1971 under a Warehousing Agreement and an
Operating Agreement with Seller in connection with Purchaser's operation of the
Refinery.

E. John R. Stanley, a resident of Texas ("Stanley") is an
indirect shareholder of Purchaser, and is an officer of Purchaser.

F. Seller has entered or expects to enter into an asset purchase
agreement (the "Dock No. 1 Purchase Agreement") with Shell Norco Refining
Company (the "Dock No. 1 Purchaser"), pursuant to which Seller may convey Dock
No. 1 (as hereinafter defined) to the Dock No. 1 Purchaser or an affiliate of
the Dock No. 1 Purchaser.

G. Purchaser desires to acquire from Seller the Real Estate, the
Tanks, the Docks and the other Acquired Assets (as hereinafter defined), all
in accordance with the terms and conditions contained in this Agreement.
<PAGE> 10
H. General American Transportation Corporation, a New York
corporation ("General American") is the parent of Seller. The transactions
contemplated under this Agreement will benefit General American.

I. Therefore, in consideration of the mutual covenants,
agreements, benefits and burdens hereinafter set forth, and other good and
valuable consideration, Purchaser and Seller agree as follows:

ARTICLE 1

DEFINITIONS

For purposes of this Agreement the following terms shall have the
following respective meanings:

1.1 Acquired Assets: shall have the meaning set forth in Section
2.1 hereof.

1.2 Act of Sale: shall have the meaning set forth in Section
7.7(a) hereof.

1.3 Actual Knowledge: shall mean the actual knowledge of (i) Mr.
Bruce Thompson, formerly General Manager of the Norco Business Unit, currently
Director of Global and National Accounts, (ii) Mr. Tony Thevenot, Manager of
the Norco Terminal, (iii) Mr. Richard Rykosky, EHS Manager of the Norco
Terminal, or (iv) Ms. Usha Mehra, Environmental Health and Safety Manager, Gulf
Region, and shall not be construed to refer to the knowledge of any other
officer, agent or employee of Seller or any affiliate of Seller.

1.4 Assigned Contracts: shall mean all Contracts designated on
Schedule 1.4, which, at Seller's option, will be either assigned or
subcontracted to Purchaser.

1.5 Assigned Records: shall mean the records to be transferred by
Seller to Purchaser as described in Section 2.1(i).

1.6 Assumed Liabilities: shall have the meaning set forth in
Section 2.10 hereof.

1.7 Bonds: shall have the meaning ascribed thereto in the
Financing Documents as that term is defined in the Trust Indenture between the
South Louisiana Port Commission and Harris Trust and Savings Bank dated as of
December 1, 1992 regarding $13,330,000 Principal Amount South Louisiana Port
Commission Terminal Revenue Refunding Bonds, Series 1993.

1.8 Cancellation Agreements: shall have the meaning set forth in
Section 6.7 hereof.

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1.9 Casualty: shall mean any (1) fire, explosion; or (2) Act of
God, including hurricane, cyclone or flood; (3) any other acts of a similar
nature; or (4) any other act or event for which Seller currently has casualty
insurance coverage in effect.

1.10 Claim: shall have the meaning set forth in Section 11.6
hereof.

1.11 Closing: shall have the meaning set forth in Section 2.2
hereof.

1.12 Closing Date: shall have the meaning set forth in Section 2.2
hereof.

1.13 Commitment: shall have the meaning set forth in Section 5.1
hereof.

1.14 Contracts: shall mean all written contracts, instruments,
agreements, purchase orders, sales contracts, leases, licenses and franchises
between Seller (or Seller and/or one or more affiliates of Seller) and third
parties relating to the business, assets or operations of the Terminal.

1.15 Deposits: shall have the meaning set forth in Section 2.3(b)
hereof.

1.16 Disbursement Confirmation: shall have the meaning set forth
in the Environmental Consulting Agreement.

1.17 Dock No. 1: shall mean the real estate described in Exhibit
"B" attached hereto and made a part hereof, together with that certain dock
internally designated by Seller as "Ship Dock #1" and all component parts
thereof, substantially as shown on the survey attached hereto and made a part
hereof as Exhibit "C" (the "Dock No. 1 Survey"), including without limitation,
dockline numbers 23, 26, 27 and 40 and the 3" fresh water line paralleling
dockline number 26.

1.18 Dock No. 1 Purchase Agreement: shall have meaning set forth
in Recital F hereof.

1.19 Dock No. 1 Purchaser: shall have meaning set forth in Recital
F hereof.

1.20 Dock No. 1 Put Option: shall have the meaning set forth in
Section 2.5 hereof.

1.21 Docks: shall mean the three docks internally designated by
Seller as "Ship Docks #'s 2, 3 and 4" and all appurtenances thereto, situated
on and in the Mississippi River adjacent to the portion of the Real Estate
fronting on the Mississippi River, all as shown on the Survey.

1.22 Effective Time: shall mean 9:00 a.m. Central Daylight Time on
the Closing Date.

1.23 Employee Benefit Plans: shall mean all Employee Benefit Plans
(within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and all bonus, stock option, stock purchase,
restricted stock, incentive, deferred compensation, retiree medical or life
insurance, supplemental retirement, severance, vacation or other benefit plans,
programs or arrangements, or any collective bargaining agreement, with respect
to which

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Seller or any member of Seller's controlled group (within the meaning of
Section 414(b), (c) or (m) of the Internal Revenue Code of 1986, as amended
(collectively, "ERISA Affiliates"), has any obligation or which are maintained,
contributed to or sponsored by Seller or any ERISA Affiliate for the benefit of
any current employee of Seller located at the Terminal.

1.24 Environmental Consultant: shall have the meaning set forth in
Section 8.5(a) hereof.

1.25 Environmental Consulting Agreement: shall mean an agreement
among Seller, Purchaser and the Environmental Consultant substantially in the
form of Exhibit "Q" attached hereto and made a part hereof.

1.26 Environmental Continuation Condition: shall mean a
determination made by the Environmental Consultant on or before the Fifteenth
Anniversary pursuant to the Environmental Consulting Agreement that, effective
on the Fifteenth Anniversary, Remediation Activities required by a Legal
Requirement respecting the Terminal Assets to satisfy an Environmental
Liability have not been completed.

1.27 Environmental Escrow Account: shall have the meaning set
forth in Section 8.5 (d) hereof.

1.28 Environmental Escrow Agent: shall have the meaning set forth
in Section 8.5(b).

1.29 Environmental Escrow Agreement: shall mean an agreement among
Seller, Purchaser and Environmental Escrow Agent substantially in the form of
Exhibit "R" attached hereto and made a part hereof.

1.30 Environmental Escrow Termination Date: shall mean the earlier
to occur of (i) the proper disbursement of all the funds in the Environmental
Escrow Account, (ii) the Fifteenth Anniversary provided that no Environmental
Continuation Condition exists on the Fifteenth Anniversary, or (iii) if an
Environmental Continuation Condition exists on the Fifteenth Anniversary, the
satisfaction of the Environmental Continuation Condition.

1.31 Environmental Release and Indemnity Agreement: shall mean an
agreement, substantially in the form of Exhibit "N" attached hereto and made a
part hereof, which sets forth all of Purchaser's environmental indemnity
obligations under this Agreement.

1.32 Environmental Liability(ies): shall have the meaning set
forth in Section 8.1 hereof.

1.33 ERISA: shall have the meaning set forth in Section 1.23
hereof.

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1.34 ERISA Affiliates: shall have the meaning set forth in Section
1.23 hereof.

1.35 Excluded Environmental Liability(ies): shall mean any
Environmental Liability relating to the Terminal Assets (i) that exists as of
the date of this Agreement or arises between the date of this Agreement and the
Effective Time, and (ii) of which Seller has Actual Knowledge, and (iii) that
is not disclosed on Exhibit "G" hereof, or, with respect to any such
Environmental Liability arising between the date of this Agreement and the
Effective Time, is not disclosed to Purchaser prior to the Closing hereunder.
In addition to the above, the term "Excluded Environmental Liability(ies)"
shall include any claim, exposure, liability, potential liability or obligation
for any damage to property other than the Terminal Assets and the Refinery
Parcel as a result of a Release from the Terminal Assets which occurred prior
to the Closing Date, including without limitation, any and all claims, demands
and liabilities (including any reasonable attorneys' fees in connection
therewith) arising from or in connection with the Guste v. Shell Oil Co.,
Civil Action No. 95-0601 pending in the U.S. District Court for the Eastern
District of Louisiana (the "Shell Litigation") and/or any other subsequent
action, proceeding, notice or cause of action that is brought in the future by
any private, public and/or governmental party in connection with or arising out
of the facts and circumstances which were the subject matter of the Shell
Litigation. Additionally, the term "Excluded Environmental Liability(ies)"
shall include any Liability arising out of wrongful death, personal injury,
mental anguish, fear of contracting disease or injury, cost of medical
monitoring or any other claims based on occurrences prior to the Closing Date,
to the extent the injury or exposure occurred prior to the Closing Date.

1.36 Excluded Fees: shall have the meaning set forth in Section
8.4(c) hereof.

1.37 Existing Agreements: shall have the meaning set forth in
Section 3.15 hereof.

1.38 Fifteenth Anniversary: shall mean the date which is fifteen
(15) years after the Closing Date.

1.39 FTC: shall have the meaning set forth in Section 3.8 hereof.

1.40 GATC: shall have the meaning set forth in Section 4.7 hereof.

1.41 GATC Lease: shall have the meaning set forth in Section 4.7
hereof.

1.42 General Release and Indemnity Agreement : shall mean an
agreement, substantially in the form of Exhibit "O" attached hereto and made a
part hereof, which sets forth all of Seller's and Purchaser's indemnity
obligations (other than environmental indemnity obligations) under this
Agreement.

1.43 Hazardous Materials: shall have the meaning set forth in
Section 8.1 hereof.

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1.44 HSR Act: shall mean the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended or modified.

1.45 Improvements: shall mean all buildings, improvements and
other constructions located on the Real Estate (other than the Tanks and the
Docks), and all component parts thereof.

1.46 Inventory: shall mean the contents of all of the Tanks,
together with all line fill, unit fill, and tank bottoms (except product owned
by Seller's customers).

1.47 Land Lease: shall mean that certain Amended and Restated Land
Lease Agreement (Contract No. 86-583) between Seller and Purchaser dated April
29, 1997.

1.48 Legal Requirement: shall have the meaning set forth in
Section 8.1 hereof.

1.49 Liabilities: shall mean, as to any person or entity, all
debts, adverse claims, liabilities and obligations, direct, indirect, absolute
or contingent of such person or entity, whether accrued, vested or otherwise,
whether in contract, tort or otherwise and whether or not actually reflected,
or required by generally accepted accounting principles to be reflected, in
such person's or entity's balance sheets or other books and records, including,
without limitation, (i) obligations arising under any law, rule or regulation
of any governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, or imposed by any court or any arbitrator
of any kind; and (ii) obligations arising in connection with products sold or
services rendered by, or under contracts, agreements (whether written or oral),
leases, commitments or undertakings of, such person or entity.

1.50 Material Event: shall have the meaning set forth in Section
11.8 hereof.

1.51 Operating Agreement: shall mean that certain Operating
Agreement between Seller and Purchaser dated January 11, 1989, as amended.

1.52 Permits: shall mean all permits, licenses, authorizations,
approvals or other indicia of authority issued by any governmental agency,
authority or other instrumentality of the United States or any state or
political subdivision thereof to Seller as of the Closing (i) to own, occupy
or operate the Terminal Assets, or (ii) to transport or store any substance
(including without limitation any Hazardous Material) in, on or through any of
the Terminal Assets.

1.53 Permitted Exceptions: shall mean (i) all servitudes and other
encumbrances (excluding liens) existing on the date of this Agreement on any of
the Terminal Assets noted on Schedule 1.53 attached hereto and made a part
hereof and any other servitudes or encumbrances existing on the date of this
Agreement and not shown on Schedule 1.53, of which Seller has no Actual
Knowledge; and (ii) any servitudes or other encumbrances (other than liens)
arising between the date of this Agreement and the Closing Date which do not
materially impair the value or utility of the Terminal Assets subject thereto,
including without limitation the Servitudes. Seller

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acknowledges that the term "Permitted Exceptions" shall not include any liens,
judicial mortgages or encumbrances arising from or in connection with the Tank
Car Litigation.

1.54 Purchase Price: shall have the meaning set forth in section
2.4(a) hereof.

1.55 Purchaser Affiliates: shall mean all present and future
corporations, partnerships, limited partnerships, limited liability companies
and unincorporated associations that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with, Purchaser.

1.56 Purchaser Indemnitees: shall mean Purchaser, its insurers,
its present, former and future officers, directors, stockholders, employees,
agents and direct or indirect parents and affiliated companies and their
successors and assigns, and the insurers of all of them.

1.57 Qualified Bank: shall have the meaning set forth in Section
8.5(b) hereof.

1.58 Real Estate: shall have the meaning set forth in Recital B
hereof.

1.59 Refinery: shall have the meaning set forth in Recital C
hereof.

1.60 Refinery Parcel: shall have the meaning set forth in Recital
C hereof.

1.61 Releases: shall have the meaning set forth in Section 8.1
hereof.

1.62 Remediation Activities: shall have the meaning set forth in
Section 8.5(f) hereof.

1.63 Remediation Costs: shall have the meaning set forth in
Section 8.5(f) hereof.

1.64 Retained Assets: shall mean the following assets of Seller:
(i) Seller's cash and bank accounts, (ii) accounts receivable owed to Seller by
reason of deliveries or services made by or for the Terminal prior to the
Effective Time, (iii) all Retained Contracts (including without limitation all
Employee Benefit Plans), and all rights thereunder, (iv) the books and records
of Seller which are not Assigned Records under Section 2.1(i) hereof, including
without limitation all of Seller's employee personnel files and records, and
all customer and Seller proprietary information and documents, (v) all computer
hardware and software systems such as Galahad (inventory and scheduling
system), Lawson (financial and purchasing systems) and CAS (Customer
Administrative System), and (vi) Seller's name, good will and tax attributes,
all of which assets and rights are not being sold and transferred to Purchaser
hereunder.

1.65 Retained Contracts: shall mean the Contracts designated on
Schedule 1.65 attached hereto and made a part hereof and all other Contracts,
agreements and undertakings between Seller and any third party not expressly
assumed by Purchaser as described on Schedule 1.4.

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1.66 Retained Liabilities: shall have the meaning set forth in
Section 2.10(b) hereof.

1.67 Retained Litigation: shall mean the litigation matters
described on Schedule 1.67 attached hereto and made a part hereof.

1.68 Scheduled Closing Date: shall have the meaning set forth in
Section 2.2 hereof.

1.69 Seller Indemnitees: shall mean Seller, its insurers, its
present, former and future officers, directors, stockholders, employees, agents
and direct or indirect parents and affiliated companies and their successors
and assigns, and the insurers of all of them.

1.70 Servitudes: shall mean the servitudes intended to be granted
by Seller to the Dock No. 1 Purchaser in connection with the consummation of
the transactions contemplated in the Dock No. 1 Purchase Agreement, which
servitudes (assuming that the transactions contemplated in the Dock No. 1
Purchase Agreement are consummated) shall be granted pursuant to (i) a Pipeline
Servitude Agreement substantially in the form of Exhibit "D" attached hereto
and made part hereof, and (ii) an Access Servitude Agreement substantially in
the form of Exhibit "E" attached hereto and made a part hereof.

1.71 Shell Litigation: shall have the meaning set forth in Section
1.35 hereof.

1.72 Stanley: shall have the meaning set forth in Recital E
hereof.

1.73 Stanley Guaranty: shall have the meaning set forth in Section
2.6 hereof.

1.74 Subcontract: shall have the meaning set forth in Section
7.7(b)(ii) hereof.

1.75 Survey: shall have the meaning set forth in Section 5.1
hereof.

1.76 Tank Car Litigation: shall mean the In Re New Orleans Tank
Car Leakage Fire Litigation, Civil Action No. 87-16374 pending in the Civil
District Court for the Parish of Orleans, State of Louisiana.

1.77 Tanks: shall have the meaning set forth in Recital B hereof.

1.78 Terminal: shall mean Seller's Norco terminal facility and all
related assets, including the Terminal Assets.

1.79 Terminal Assets: shall mean the Real Estate, (including the
immovable property conveyed by Seller to the South Louisiana Port Commission
pursuant to an act of sale dated August 4, 1981, recorded in C.O.B. 269, Folio
373, and an act of sale dated May 23, 1983, recorded in C.O.B. 296, Folio 688
of the conveyance records of St. Charles Parish, Louisiana), the Improvements,
the Docks, the Tanks, the Inventory, other storage facilities and equipment,

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pipelines, and other tangible personal property located on or used in
connection with any of the foregoing, but excluding, except as otherwise
expressly provided in Section 2.5 hereof, Dock No. 1, and excluding the
Retained Assets.

1.80 Title Objections: shall have the meaning set forth in Section
10.3 hereof.

1.81 Warehousing Agreement: shall mean that certain Revised and
Restated Warehousing Agreement between Seller and Purchaser dated January 11,
1989, as amended, and providing, among other things, for the warehousing by
Purchaser and one of its affiliates of certain commodities in the facilities
owned by Seller and located on the Real Estate, including in particular, the
Tanks.

1.82 WARN Act: shall mean the Worker's Adjustment Retraining and
Notification Act, as amended or modified.

1.83 Wharfage Fee: shall mean that certain wharfage fee payable to
the South Louisiana Port Commission under the terms of the Bonds. Said
wharfage fee is payable in lieu of dockage fees being levied on vessels
berthing at the Docks which are related to the project funded by the Bonds.
The wharfage fee is $2,500.00 per month to and including May 1, 2003 and
$1,200.00 per month thereafter until the Bonds are retired.

1.84 Withdrawal Date: shall have the meaning set forth in Section
8.5(h) hereof.

ARTICLE 2

PURCHASE AND SALE

2.1 Purchase and Sale of Acquired Assets. Subject to the terms
and conditions set forth in this Agreement, at the Closing (but effective as of
the Effective Time), Seller shall sell, assign, transfer, grant, convey and
deliver to Purchaser, and Purchaser shall purchase, acquire, assume and accept,
free and clear of all liens and security interests, but subject to all
Permitted Exceptions, all of Seller's right, title and interest in and to the
assets, properties, rights, obligations and contracts described in the
following paragraphs (a) through (l) (the "Acquired Assets"):

(a) The Real Estate;

(b) The Improvements;

(d) The Docks;

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(e) All the machinery, equipment, furniture, fixtures,
boats, trailers, trucks, automobiles, cranes, tools, spare parts and other
tangible personal property owned by Seller at the Terminal including without
limitation all the personal property listed or referenced in Schedule 2.1(e);

(f) The Inventory;

(g) All assignable rights of Seller, if any, under or
pursuant to all warranties, representations and guarantees made by suppliers,
licensors, manufacturers and contractors in connection with Terminal Assets to
the extent that such warranties, representations and guarantees (i) relate to
claims that accrue or arise on or after the Effective Time, (ii) create an
obligation to repair or replace Terminal Assets (or refund the purchase price
therefor), (iii) constitute warranties of title or (iv) relate to claims which
have not been asserted prior to the Effective Time (whether or not such claims
accrued or arose prior to the Effective Time);

(h) All rights, obligations and interests of Seller as of
the Closing Date in, to and under all Assigned Contracts that are assigned to
Purchaser (including without limitation all customer deposits and prepayments),
and all obligations of Seller as of the Closing Date under the Assigned
Contracts that are subcontracted to Purchaser;

(i) All of Seller's records directly relating to the
ownership, operation and maintenance of the Terminal Assets, including without
limitation all training, safety, and maintenance manuals, environmental
records, guidelines, procedures and manuals, and all records relating to the
Permits or the Assigned Contracts, but excluding the Retained Assets;

(j) All Permits, but only to the extent assignable, and
any pending applications therefor;

(k) the Assumed Liabilities; and

(l) the rights and benefits in favor of Purchaser under
the General Release and Indemnity Agreement.

2.2 Closing. The Closing of the transactions contemplated hereby
(the "Closing") shall take place at the offices of Phelps Dunbar, L.L.P. in New
Orleans, Louisiana, following the satisfaction or written waiver of the
conditions precedent set forth in Article 8, on or before October 1, 1997, or
such later date as provided for hereunder (the "Scheduled Closing Date"). The
date on which the Closing actually occurs shall be referred to herein as the
"Closing Date." If the Closing shall not have occurred on the Scheduled
Closing Date, or as same may be extended pursuant to the express terms of this
Agreement, then this Agreement shall be deemed to have terminated.

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2.3 The Nonrefundable Deposits.

(a) Seller acknowledges that Purchaser has heretofore
made to Seller a nonrefundable (except as provided in Section 9.1 hereof)
initial deposit (the "Initial Deposit") of FIVE MILLION AND NO/100
($5,000,000.00) DOLLARS in connection with the transactions contemplated by
this Agreement.

(b) Upon execution of this Agreement, Purchaser shall
make an additional nonrefundable (except as provided in Section 9.1 hereof)
deposit (the "Additional Deposit", and together with the Initial Deposit, the
"Deposits") of FIVE MILLION AND NO/100 ($5,000,000.00) DOLLARS. The Deposits
shall not include any interest which may be earned thereon. The Additional
Deposit shall be paid to Seller by wire transfer of immediately available funds
to Seller's account at the First National Bank of Chicago; and this Agreement
shall not be effective until the Additional Deposit is received by Seller. The
Deposits are not, and shall not be deemed to be, earnest money.
Notwithstanding the foregoing, Seller acknowledges that the Additional Deposit
will be paid as part of the Purchase Price at Closing.

2.4 Purchase Price.

(a) The Purchase Price shall be either

(i) FORTY MILLION AND NO/100 ($40,000,000.00)
DOLLARS cash if Seller does not exercise the Dock No.
1 Put Option, or

(ii) FORTY-SEVEN MILLION AND NO/100
($47,000,000.00) DOLLARS cash if Seller exercises the
Dock No. 1 Put Option,

(b) Purchaser acknowledges that the cash Purchase Price,
as described above in Section 2.4(a), reflects that Seller has and will receive
additional consideration from Purchaser for the conveyance by Seller to
Purchaser of the Acquired Assets, in the form of Purchaser's indemnity
obligations under the General Release and Indemnity Agreement and the
Environmental Release and Indemnity Agreement.

(c) At the Closing, Purchaser shall pay Seller, by wire
transfer of immediately available funds or other payment mechanism satisfactory
to Seller, an amount equal to the cash portion of the Purchase Price less the
Deposits, and subject to pro rations as set forth in Section 2.7 hereof.

2.5 Seller's Dock No. 1 Put Option. At any time between the date
of this Agreement and the Closing, Seller shall have the right (the "Dock No. 1
Put Option"), upon written notice to Purchaser, to include Dock No. 1 in the
Acquired Assets. In the event that Seller exercises the Dock No. 1 Put Option,
notwithstanding anything in this Agreement to the contrary, the terms

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"Acquired Assets", "Terminal Assets", and "Docks" shall be deemed to be
automatically amended to include Dock No. 1, and the applicable conveyance
documents referenced in Section 7.7 hereof shall be amended to include the
conveyance of all of Seller's right, title and interest in and to Dock No. 1.
Additionally, in the event that Seller exercises the Dock No. 1 Put Option
after September 5, 1997, Purchaser shall have the right, upon written notice to
Seller, to delay the Scheduled Closing Date for up to fourteen (14) days in
order to arrange for funding of the incremental portion of the Purchase Price
relating to Dock No. 1; provided, however, that nothing herein shall be
construed to make Purchaser's obligations under this Agreement, including
without limitation Purchaser's obligation to purchase Dock No. 1 if Seller
exercises the Dock No. 1 Put Option, in any way conditioned upon Purchaser's
ability to secure financing or funding for any portion of the Purchase Price.

2.6 Stanley Guaranty Obligation. Contemporaneously with the
execution of this Agreement, Purchaser shall cause Stanley to execute and
deliver to Seller a Guaranty Agreement (the "Stanley Guaranty") substantially
in the form of Exhibit "F" attached hereto and made a part hereof. Also, prior
to the date of this Agreement, Stanley shall have delivered to Seller evidence
reasonably satisfactory to Seller of Stanley's ability or, in lieu thereof,
Purchaser's ability to satisfy his obligations under the Stanley Guaranty.

2.7 Pro Rations. The amount of any prepayments paid to Seller by
customers under Assigned Contracts shall be prorated as of the Closing Date.
Additionally, any expense paid by Seller prior to Closing directly related to
services to be rendered on or under Assigned Contracts subsequent to Closing
shall be netted against any amounts due Purchaser. If the net of all such
adjustments produces an amount owing to Purchaser, such amount shall be
credited against the Purchase Price at Closing; or if the net of all such
adjustments produces an amount owing to Seller, such amount shall be added to
the Purchase Price at Closing.

In addition, adjustment and proration of real estate and
personal property taxes shall be handled between the parties as provided in
Section 11.2(b). Further, nothing contained herein shall serve to alter and/or
modify Seller's obligations under Section 2.10(b).

2.8 Payments Under Existing Agreements. At the Closing, Purchaser
shall pay to Seller, in immediately available funds, all amounts due and owing
to Seller under the Existing Agreements for services provided prior to Closing.
Further, this Section is subject to the proration provisions of Section 2.7
hereof.

2.9 Accounts. Any payments made by wire transfer of immediately
available funds to a party hereto shall be made to an account or accounts which
shall be designated by such party to the other party at least two business days
prior to payment.

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2.10 Assumed and Retained Liabilities.

(a) On the terms and subject to the conditions set forth in
this Agreement, Purchaser agrees to assume at the Closing (i) all of Seller's
Liabilities under the Assigned Contracts (other than any Liability to customers
for shortages in customer products stored in the Tanks at Closing), (ii)
Seller's obligation to pay the Wharfage Fee from and after the Closing Date,
(iii) all Liabilities for occurrences on or after the Closing Date and arising
out of the condition (except for Environmental Liabilities and Excluded
Environmental Liabilities, which are addressed in Section 8.4 hereof) of the
Terminal Assets at Closing and thereafter, and (iv) all Environmental
Liabilities, other than Excluded Environmental Liabilities (collectively, the
"Assumed Liabilities").

(b) Purchaser will not assume, and Seller shall retain,
(i) any Liabilities of Seller under the Retained Contracts, (ii) any
Liabilities of Seller under the Bonds (with the exception of the obligation to
pay the Wharfage Fee from and after the Closing Date), (iii) any Liabilities of
Seller under the Retained Litigation, (iv) the Excluded Environmental
Liabilities, (v) Liability to customers for shortages in customer product
stored in the Tanks at Closing as determined by the gauging of the Tanks to be
conducted pursuant to Section 6.8 hereof, (vi) fines, penalties and fees
incurred by Seller prior to the Closing, and (vii) any other Liabilities of
Seller which are not Assumed Liabilities (collectively, the"Retained
Liabilities").

2.11 Like-Kind Exchange.

(a) It is Seller's intention to exchange all or a portion
of the Acquired Assets for other property of like-kind in a non-simultaneous
exchange (the "Non-Simultaneous Exchange") under such terms and conditions as
qualify for the nonrecognition of gain pursuant to Section 1031 of the Internal
Revenue Code of 1986, as amended. At Seller's election, made to Purchaser
prior to the transfer of the Acquired Assets to Purchaser at the Closing, and
pursuant to an assignment in the form of Exhibit "V" attached hereto and made a
part hereof, (the "Exchange Assignment"), Purchaser's obligation to pay the
Purchase Price to Seller at Closing shall be fulfilled by Purchaser's deposit
of such amount at the Closing in immediately available funds by bank wire
transfer in a trust established with Cole Taylor Bank as trustee (the
"Trustee"), pursuant to an exchange trust agreement between Seller and the
Trustee.

(b) Purchaser shall execute a copy of the Exchange
Assignment and return such copy to Seller solely for the purposes of
acknowledging receipt of the notice from Seller that Seller intends to
effectuate the Non- Simultaneous Exchange. The like-kind exchange referred to
in Section 2.11(a) hereof shall not affect any obligations of Seller under the
terms of this Agreement, or other closing documents, including without
limitation the General Release and Indemnity Agreement.

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ARTICLE 3

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER

Seller represents and warrants to Purchaser and agrees as follows:

3.1 Title to the Terminal Assets. Seller has not, by its own act
or acts, (i) conveyed (except for conveyances to the South Louisiana Port
Commission referred to in Section 1.79 hereof, which have been redeemed) the
Terminal Assets, or any part thereof, to any party other than Purchaser, (ii)
granted or created any encumbrances on the Terminal Assets or any part thereof,
except for the Permitted Exceptions, or (iii) granted any lien on the Terminal
Assets or any part thereof or pledged the Terminal Assets or any part thereof
as collateral or security for any debt or obligation (including without
limitation, the Bonds). Seller warrants that title to the Terminal Assets is
not encumbered by a judicial mortgage arising from or in connection with the
Tank Car Litigation. Seller has no Actual Knowledge of any liens, security
interests, servitudes or other encumbrances existing on the date of this
Agreement on any of the Terminal Assets, other than those shown on Schedule
1.53 hereof.

3.2 Environmental Condition of the Terminal Assets. To Seller's
Actual Knowledge, all existing Environmental Liabilities arising out of the
Terminal Assets and their prior use or operation are set forth on Exhibit "G",
attached hereto and made a part hereof.

3.3 Existence. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
the right, power and authority to enter into this Agreement and to sell the
Acquired Assets in accordance with the terms and conditions of this Agreement.

3.4 Authority of Seller. This Agreement and all instruments and
documents delivered or to be delivered by Seller hereunder have been duly
authorized pursuant to resolutions of Seller's board of directors, a certified
copy of which was delivered to Purchaser contemporaneously with the execution
of this Agreement, and do and shall constitute valid and binding agreements of
Seller.

3.5 Articles of Incorporation and Bylaws. The execution of this
Agreement and the consummation of the transactions contemplated herein do not
violate any provision of the Articles of Incorporation or Bylaws of Seller.

3.6 No Defaults. Neither the execution of this Agreement, nor the
consummation of the transactions contemplated hereby will conflict with, or
result in a breach of, the terms, conditions or provisions of, or constitute a
default under, any agreement, decree, order, judgment, or instrument to which
the Seller is bound.

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<PAGE> 23
3.7 Assigned Contracts. Schedule 1.4 lists all of the Assigned
Contracts. Except as otherwise disclosed on Schedule 3.7, all Assigned
Contracts are in full force and effect, are valid and enforceable in accordance
with their terms, all requisite consents for the assignments have been
obtained, and no condition exists or event has occurred which, with notice or
lapse of time or both, would constitute a material default on the part of
Seller under any thereof.

3.8 HSR Act Exemption. Seller agrees that transactions
contemplated in this Agreement are not reportable under the HSR Act.

3.9 Seller's Employees. The employment of Seller's employees at
the Terminal will end effective before the Effective Time on the Closing Date,
and at or after the Effective Time none of Seller's employees, other than
Seller's representative referenced in Section 10.6 hereof, will be employed by
Seller at the Terminal.

3.10 Collective Bargaining Agreements. Seller's current union
contract with OCAW, Local 4-447 is the only collective bargaining agreement in
effect with respect to Seller's employees at the Terminal.

3.11 Employee Benefit Plans. Seller hereby agrees to indemnify and
hold Purchaser harmless at all times from and after the Closing Date against
and in respect of any losses, liabilities, and damages incurred by Purchaser
(including reasonable out-of-pocket costs, charges and expenses resulting from
participation of officers or employees of the Purchaser in defense thereof)
that result or arise from any ERISA claim, unfunded vested benefit claim or
withdrawal liability claim, which is made by or on behalf of any current
employee of Seller and relates to any of the Employee Benefit Plans.

3.12 Taxes. All real estate and ad valorem taxes and any other tax
assessments against the Terminal Assets for all calendar years prior to the
calendar year of Closing have been paid in full.

3.13 WARN Act. Seller acknowledges that it understands that the
WARN Act may be applicable to the transactions contemplated by this Agreement.
Seller agrees that, with respect to the transactions contemplated by this
Agreement, it will be solely responsible for complying with the WARN Act and
any rules or regulations promulgated thereunder. Seller agrees to indemnify
and hold Purchaser Indemnitees harmless at all times from and after the Closing
Date against and in respect of any losses, liabilities and damages incurred by
Purchaser Indemnitees that result or arise from any violation or alleged
violation by Seller of the WARN Act or any rules or regulations promulgated
thereunder, and from all claims, suits, actions, proceedings, demands,
assessments, judgments, costs, attorney's fees and expenses incident to such
violations or alleged violations, including those out-of-pocket costs, charges
and expenses resulting from the participation of officers or employees of
Purchaser in defense thereof.

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3.14 Union Contract. Seller agrees to indemnify and hold Purchaser
Indemnitees harmless at all times from and after the Closing Date against and
in respect of any losses, liabilities and damages incurred by Purchaser
Indemnitees that result or arise from any breach or alleged breach of Seller's
current union contract with OCAW, Local 4-447, and from all claims, suits,
actions, proceedings, demands, assessments, judgments, costs, attorney's fees
and expenses incident to such breach or alleged breach by Seller, including
those out-of-pocket costs, charges and expenses resulting from the
participation of officers or employees of Purchaser in defense thereof.

3.15 Existing Agreements. Seller agrees that any and all existing
Contracts between Seller and Purchaser and/or one or more of Purchaser's
affiliates relating to or involving the use of any of the Terminal Assets
(including without limitation the Land Lease, the Warehousing Agreement and the
Operating Agreement, collectively, the "Existing Agreements") shall terminate
upon the Closing; and Purchaser and its affiliates shall have no further
liability to Seller under any of the Existing Agreements with the exception of
the payment of all amounts which are due and owing to Seller for services
provided prior to Closing. Further, this Section is subject to the proration
provisions of Section 2.7 hereof.

3.16 Insurance. Contemporaneously with the execution of this
Agreement, Seller has furnished Purchaser with a certificate evidencing that
the Terminal Assets are covered by property insurance at replacement value.
Purchaser has been added to such policies as a loss payee, and such policies
may not be canceled except upon thirty (30) days advance written notice to
Purchaser.

3.17 Permits. Schedule 1.52 lists all of the Permits. Seller
makes no representation or warranty, however, that the Permits are all of the
permits, licenses, authorizations or approvals required in connection with the
ownership or operation of the Terminal Assets.

3.18 No Rescission of Sale. In the event that the Closing occurs,
Seller agrees that, except in the event of a failure by Purchaser to pay the
Purchase Price (as set forth in Section 2.4(a) hereof), Seller shall not have
any right, and Seller hereby waives any right that it may have, to rescind the
sale of the Acquired Assets by Seller to Purchaser.

3.19 Finders. Seller has not paid or become obligated to pay any
fee or commission to any broker, finder or intermediary for or on account of
the transactions provided for in this Agreement.

3.20 Events Prior to Closing and Other Information. Seller shall
immediately notify Purchaser in writing of any event or condition known to
Seller, which occurs prior to Closing hereunder, which causes a change in the
facts relating to, or the truth of, any of the above representations and
warranties contained in this Article 3.

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ARTICLE 4

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER

Purchaser represents and warrants to Seller and agrees as follows:

4.1 Existence. Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Texas, and has
the right, power, and authority to enter into this Agreement and to purchase
the Acquired Assets in accordance with the terms and conditions of this
Agreement.

4.2 Authority. This Agreement and all instruments and documents
delivered or to be delivered by Purchaser hereunder have been duly authorized
pursuant to resolutions of Purchaser's board of directors, a certified copy of
which was delivered to Seller, contemporaneously with the execution of this
Agreement, and do and shall constitute valid and binding agreements of
Purchaser.

4.3 Articles of Incorporation and Bylaws. The execution of this
Agreement and the consummation of transactions contemplated hereby do not
violate any provision of the Articles of Incorporation or Bylaws of Purchaser.

4.4 No Defaults. Neither the execution of this Agreement, nor the
consummation of the transactions contemplated hereby will conflict with, or
result in a breach of, the terms, conditions or provisions of, or constitute a
default under, any agreement, decree, order, judgment, or instrument to which
Purchaser is a party or by which Purchaser is bound.

4.5 Approvals. Prior to Closing, the Purchaser shall obtain all
amendments, approvals, consents, waivers, notices, and authorizations required
for the consummation by Purchaser of the transactions contemplated herein from
any governmental authorities, and any other persons or entities, other than
approvals relating to the assignment by Seller to Purchaser of the Assigned
Contracts.

4.6 Purchaser's Hiring Decisions. Purchaser agrees to indemnify
and hold Seller Indemnitees harmless at all times from and after the date of
this Agreement against and in respect of any losses, liabilities and damages
incurred by Seller Indemnitees that result or arise from any claims brought by
any of Seller's employees based upon Purchaser's unlawful or alleged unlawful
refusal to hire such employees, and from all suits, actions, proceedings,
demands, assessments, judgments, costs, attorney's fees and expenses incident
to such claims, including those out-of- pocket costs, charges and expenses
resulting from the participation of officers or employees of Seller in defense
thereof.

4.7 GATC Lease. Purchaser recognizes that Seller's affiliate,
General American Transportation Corporation ("GATC") is currently using a
portion of the Terminal as a railcar

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<PAGE> 26
facility. Purchaser agrees to enter into a lease (the "GATC Lease") with GATC
at Closing in substantially the form of Exhibit "H" attached hereto and made a
part hereto.

4.8 Dock Services Agreement. In the event that the transactions
contemplated in the Dock No. 1 Purchase Agreement are consummated, Purchaser
agrees that the Dock Services Agreement between Seller and Dock No. 1 Purchaser
substantially in the form of Exhibit "I" attached hereto and made a part hereof
shall be an Assigned Contract under this Agreement.

4.9 HSR Act Exemption. Purchaser agrees that the transactions
contemplated in this Agreement are not reportable under the HSR Act.

4.10 Existing Agreements. Purchaser agrees that the Existing
Agreements shall terminate upon the Closing; and Seller shall have no further
liability to Purchaser or any of Purchaser's affiliates under any of the
Existing Agreements.

4.11 Seller's Records. Purchaser acknowledges that Seller has made
and makes no representations or warranties regarding the Assigned Records.
Purchaser agrees that it is not entitled to and will not rely on (i) any
information contained in the Assigned Records, or (ii) training provided by
Seller to any employees of Purchaser in connection with Purchaser's ownership,
operation and maintenance of the Terminal Assets.

4.12 Finders. Purchaser has not paid or become obligated to pay
any fee or commission to any broker, finder or intermediary for or on account
of the transactions provided for in this Agreement.

4.13 Events Prior to Closing and Other Information. Purchaser
shall immediately notify Seller in writing of any event or condition known to
Purchaser which occurs prior to Closing hereunder, which causes a change in the
facts relating to, or the truth of, any of the above representations and
warranties.

ARTICLE 5

TITLE, SURVEY, PURCHASER'S INSPECTION AND
CONDITION OF TERMINAL ASSETS

5.1 Title and Survey. Purchaser and Seller have received and
reviewed copies of the title commitment (the "Commitment") issued by First
American Title Insurance Company, Serial No. 20154-F, dated August 8, 1997,
covering the Real Estate and the Improvements. Purchaser and Seller have also
received and reviewed copies of surveys (collectively, the "Survey") of the
Real Estate, and also depicting the Docks and the Tanks, prepared by BFM
Corporation dated July 30, 1997, September 12, 1997, September 14, 1997,
September 16, 1997 and September 17, 1997. Without limiting the breadth of the
term "Permitted Exceptions," as defined in Section 1.53

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hereof, Purchaser agrees that all matters set forth on Schedule B Part 2 of the
Commitment, such matters being incorporated into Schedule 1.53 hereof, and all
matters reflected by the Survey, shall be deemed "Permitted Exceptions"
hereunder.

5.2 Purchaser's Inspection. Purchaser is familiar with the
Acquired Assets. Purchaser has undertaken all inspections, examinations, and
other investigations of the Acquired Assets that it deems necessary (and as
allowed by Seller) for the consummation of the transactions described in this
Agreement. Purchaser waives any rights and actions (other than any rights or
actions arising out of any breach by Seller of the representation set forth in
Section 3.2 hereof) that it may have now or in the future as a result of any
limitations imposed by Seller on Purchaser's right to inspect any of the
Acquired Assets.

5.3 Condition of Terminal Assets. Purchaser hereby acknowledges
that, except as to the express representations and warranties described in
Sections 3.1 and 3.2 hereof, Seller has not and will not make any warranties or
representations, either express or implied, as to any matter whatsoever
relating to the Terminal Assets, including but not limited to any warranty of
title (except as provided in Section 3.1), absence of vices or defects (whether
apparent or latent, known or unknown, easily discoverable or hidden), fitness
for any ordinary use, or fitness for any intended use or particular purpose,
even for the return or reduction of the purchase price or otherwise, the sole
peril and risk of eviction being assumed by Purchaser, but with full
substitution and subrogation in and to all of the rights and actions of
warranty which Seller has or may have against all preceding owners or sellers;
it being understood that Purchaser will take the Terminal Assets "as is" and
"where is," Purchaser hereby acknowledging reliance solely on its own title
examination and inspection of the Terminal Assets and not on any warranties or
representations from Seller (except as provided in Sections 3.1 and 3.2). In
addition, Purchaser acknowledges that Seller has made no representations or
warranties of any kind or character, express or implied, with respect to
habitability, merchantability, zoning, tax consequences, physical or
environmental condition (except as provided in Section 3.2), utilities,
operation history or projections, valuation or governmental approvals of or
respecting the Terminal Assets, the compliance of the Terminal Assets with
governmental laws, including without limitation the Americans with Disabilities
Act of 1990, 42 U.S.C. 12101, et seq., the accuracy or completeness of any
materials, data, or information provided by or on behalf of Seller to
Purchaser, or any other matter or thing regarding the Terminal Assets. All
warranties with respect to the Terminal Assets (except as provided in Sections
3.1 and 3.2) are hereby disclaimed by Seller and expressly waived by the
Purchaser. Purchaser has not relied and will not rely on, and Seller is not
and will not be liable for or bound by, any express or implied warranties,
guaranties, statements, representations or information pertaining to the
Terminal Assets or relating thereto made or furnished by Seller, any party
acting or purporting to act for Seller, or any real estate broker or agent
purporting to represent Seller, to whomever made or given, directly or
indirectly, verbally or in writing. Purchaser shall have no right or cause of
action in warranty or otherwise against Seller in any controversy, claim,
demand, or litigation arising from or in connection with the Terminal Assets
(other than for a breach of Seller's limited warranty of title set forth in
Section 3.1 or Seller's representation in Section 3.2), and Purchaser hereby
waives any such right or cause of action. Without limiting the

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generality of the foregoing, Seller does not warrant that the Terminal Assets
are free from redhibitory or latent defects or vices. Purchaser waives any and
all rights, claims and causes of action and releases Seller from all liability
(1) for redhibition or for diminution of the purchase price or otherwise under
Louisiana Civil Code Articles 2520, et seq., as now existing or as hereafter
amended, or (2) for peaceable possession or restitution of the purchase price
under Louisiana Civil Code Articles 2500, et seq., as now existing or as
hereafter amended, or (3) for breach of the warranties imposed by Louisiana
Civil Code Article 2475, as now existing or as hereafter amended. The
foregoing provisions of this Section 5.3 shall be set forth, in extenso, in the
Act of Sale.

5.4 Assumption of Liabilities and Indemnification. Except with
respect to Environmental Liabilities and Excluded Environmental Liabilities,
which are addressed in Section 8.4 hereof, upon Closing Purchaser will assume
all Liabilities for occurrences on or after the Closing Date and arising out of
the condition of any of the Terminal Assets at the time of Closing, or
thereafter. Purchaser, on behalf of itself, its successors and assigns (this
specifically includes any joint venture, partnership, corporation or other
entity in which Purchaser has any ownership interest or from which Purchaser
derives any benefit and which is engaged in the operation of the Refinery or
the Terminal Assets or any portion thereof at any time) further agrees, upon
Closing, to indemnify, hold harmless and defend Seller Indemnitees against and
in respect of any claims, governmental or other orders, lawsuits, losses,
damages (including without limitation all punitive damages), costs (including
reasonable attorneys' fees), judgments and recoveries that result or arise from
any Liabilities (other than Environmental Liabilities) for occurrences on or
after the Closing Date and relating to the condition of any of the Terminal
Assets at the time of Closing, or thereafter, and from all claims, lawsuits,
losses, damages, costs, judgments or recoveries incident to such claims,
including those out of pocket costs, charges and expenses resulting from the
participation of officers or employees of Seller after the Closing Date in
defense thereof. Upon Closing, Purchaser will agree to release and forever
discharge Seller Indemnitees from any claim or right that Purchaser, including
the officers, agents, employees, directors, insurers, related companies,
successors and assigns of Purchaser (as to Purchaser this specifically includes
any joint venture, partnership, corporation or other entity in which Purchaser
has any ownership interest or from which Purchaser derives any benefit and
which is engaged in the operation of the Refinery or the Terminal Assets or any
portion thereof at any time), have or may have against Seller Indemnitees or
any of them for, arising out of, or relating to any Liabilities (other than
Environmental Liabilities and Excluded Environmental Liabilities) for
occurrences on or after the Closing Date and relating to the condition of any
of the Terminal Assets at the time of Closing, or thereafter, whether any such
right is direct or indirect, by way of contribution, subrogation or indemnity,
and whether created by statute, regulation, contract, action of law or
otherwise. Reference is hereby made to Article 8 hereof, with respect to
Purchaser's assumption of Environmental Liabilities (but not Excluded
Environmental Liabilities) and its indemnification of Seller with respect
thereto.

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5.5 No Obligation to Improve. Purchaser acknowledges that Seller
is under no obligation to alter, repair or improve the Terminal Assets or any
portion thereof, subject to Section 6.2 hereof.

5.6 Contents of Tanks. All of the contents in the Tanks which are
owned by parties other than Seller as of the date hereof will continue to be
owned by such parties at and after the Closing. The Seller shall have no
obligation to remove the "tank bottoms" from any of the Tanks, and the Seller
shall likewise have no obligation to clean the Tanks.

ARTICLE 6

ACTIONS PRIOR TO THE CLOSING DATE

6.1 Preserve Accuracy of Representations and Warranties. Each of
the parties hereto shall refrain from taking or failing to take or permitting
or suffering to be taken any action within its control which would render any
representation and/or warranty contained in Articles 3 or 4 of this Agreement
inaccurate in any material respect as of the Closing Date. Seller will
promptly notify Purchaser, and Purchaser will promptly notify Seller, of all
lawsuits, claims, proceedings and investigations that may be threatened in
writing, brought, asserted or commenced against them or their respective
officers or directors (a) involving the transactions called for by this
Agreement or (b) which might have a material adverse effect on the Acquired
Assets.

6.2 Maintenance. Between the date of this Agreement and the
Closing Date, Seller shall operate the Terminal Assets in a manner consistent
with the current practice of Seller.

6.3 New Contracts. Seller agrees that it will not between the
date of this Agreement and the Closing Date enter into any new Contracts and/or
any renewals, extensions or modifications of any existing Contracts pertaining
to the Terminal Assets without the consent of Purchaser, which consent may not
be unreasonably delayed, conditioned or withheld.

6.4 No Negotiations with Third Parties. Seller agrees that it
will not engage in any negotiations pertaining to the sale of the Terminal
Assets (excluding Dock No. 1) with any third party so long as this Agreement is
in effect.

6.5 Reservation of Servitude. In the event that Seller
consummates the transactions contemplated in the Dock No. 1 Purchase Agreement,
Seller shall ensure that the act of sale to the Dock No. 1 Purchaser, which
shall be effective prior to the Effective Time, includes a reservation of a
servitude (substantially in the form of Exhibit "J" attached hereto and made a
part hereof) in favor of Seller and its successors and assigns (which will
include Purchaser upon the occurrence of the Effective Time under this
Agreement) over and across a portion of the real estate that is part of Dock
No. 1 for access to and from the Mississippi River for the purpose of loading
and unloading of terminal and/or refinery equipment via an access ramp which
Seller and its

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successors and assigns (i.e., Purchaser upon the occurrence of the Effective
Time under this Agreement) shall have the right, but not the obligation, to
construct and install.

6.6 No New Encumbrances. Seller agrees that it will not between
the date of this Agreement and the Closing Date grant any new servitudes, liens
and/or encumbrances affecting the Terminal Assets, other than the Servitudes.

6.7 Cancellation Agreements. Seller agrees that it will, on or
prior to the Closing Date, execute and record in the Conveyance Records of St.
Charles Parish agreements (the "Cancellation Agreements") substantially in the
form of Exhibit "P" attached hereto and made a part hereof, effecting the
cancellation of certain Title Objections.

6.8 Gauging of the Tanks. Purchaser and Seller agree that within
twenty-four (24) hours prior to the Effective Time, at a time and location
mutually acceptable to the parties, representatives of Purchaser and Seller
shall meet and jointly conduct (and record the results of) a gauging of the
contents of the Tanks, including without limitation the tank bottoms. Seller
agrees that between the time that said gauging commences and the Closing, no
product or commodities shall be moved into or out of any of the Tanks, except
as agreed to by Purchaser and Seller. The results of said joint gauging of the
contents of the Tanks shall be conclusively presumed to represent the amount of
customer product in the Tanks at Closing for which Purchaser is responsible
under the Assigned Contracts. Seller shall use reasonable efforts to have
representatives of all of its customers present during the gauging process in
order to assist and facilitate in the determination of any shortages in
customer product in the Tanks. Seller acknowledges that it is responsible for
any shortages in customer product stored in the Tanks at Closing.

6.9 Equipment, Spare Parts. Seller agrees that it will not
between the date of this Agreement and the Closing Date remove or relocate any
equipment, spare parts or other tangible personal property (other than Retained
Assets) located at, on or under the Terminal Assets on the date of this
Agreement.

6.10 Tank Car Litigation. In the event that any judicial mortgage
affecting the Terminal Assets is created or arises from or in connection with
the recordation of a judgment in the Tank Car Litigation prior to the Closing
Date, Seller shall have a right to delay the Closing for a period of up to 90
days for the purpose of curing, bonding over or protecting against such
judicial mortgage to Purchaser's reasonable satisfaction; and Seller shall use
reasonable, good faith efforts to effect such cure, bonding over or protection
against said judicial mortgage within such time period.

6.11 Judgment Preventing Closing. In the event that,
notwithstanding Seller's compliance with its obligations under Section 6.10
above, the Closing does not occur as a result of the recordation of a judgment
in the Tank Car Litigation, Purchaser shall be entitled to the return of the
Deposits.

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6.12 Title Insurance. At or immediately subsequent to the Closing,
Purchaser agrees that it will obtain title insurance in an amount no less than
the Purchase Price covering the Terminal Assets.

ARTICLE 7

CONDITIONS PRECEDENT TO CLOSING

The obligations of Seller and Purchaser under this Agreement shall be
subject to the satisfaction, on or prior to the Closing Date, of all of the
following conditions, any one or more of which may be waived by Seller or
Purchaser, as the case may be, in writing:

7.1 Representations and Warranties Accurate. All representations
and warranties of Seller and Purchaser contained in this Agreement shall be
true, complete and accurate in all material respects at and as of the Closing
Date as if made at and as of the Closing Date.

7.2 Performance by Seller. Seller shall have performed and
complied in all material respects with all agreements and conditions required
by this Agreement to be performed and complied with by it prior to or on the
Closing Date.

7.3 Performance by Purchaser. Purchaser shall have performed and
complied in all material respects with all agreements and conditions required
by this Agreement to be performed and complied with by it prior to or on the
Closing Date.

7.4 Approvals and Consents. All material consents and approvals
of third parties or governmental agencies which Seller or Purchaser reasonably
deems necessary shall have been obtained.

7.5 Contractual Obligations. All third parties to which Seller
has obligations with respect to the Terminal under any Contract shall have
consented to the release and discharge of Seller, or Seller and such third
parties shall have reached agreement with respect to their respective contracts
satisfactory to Seller, in its sole discretion. In the event that the
condition described in the immediately preceding sentence is not satisfied
prior to the Closing Date, Seller shall have the right to terminate this
Agreement, in which case Purchaser shall be entitled to the return of the
Deposits.

7.6 Environmental Escrow Account. Purchaser shall have
established the Environmental Escrow Account in accordance with Section 8.5
hereof.

7.7 Seller's Performance At Closing. At the Closing, Purchaser
shall be furnished the following documents:

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(a) Act of Sale, Bills of Sale, Assignments, Etc.. For
the Real Estate and Improvements, an Act of Sale (the "Act of Sale") executed
by Seller and substantially in the form of Exhibit "K" attached hereto and made
a part hereof; and for personal property and the other Acquired Assets, such
bill(s) of sale, endorsements, assignments and other good and sufficient
instruments of transfer, conveyance and assignment as may be necessary to
transfer all of Seller's right, title and interest in and to such other
Acquired Assets.

(b) Assigned Contracts. For Assigned Contracts, at
Seller's option, either (i) an Assignment and Assumption Agreement (the
"Assignment and Assumption Agreement") substantially in the form of Exhibit "L"
attached hereto and made a part hereof, under which all of Seller's rights
under the Assigned Contracts are transferred to Purchaser, and under which
Purchaser shall assume and agree to discharge all of Seller's obligations under
the Assigned Contracts; or (ii) a Subcontract Agreement (the "Subcontract")
substantially in the form of Exhibit "M" attached hereto and made a part
hereof, under which all or any part of Seller's obligations under one or more
Assigned Contracts are subcontracted to Purchaser on terms no less favorable to
Purchaser than the terms of the pertinent Assigned Contract(s) are to Seller.

(d) Environmental Escrow Agreement. The Environmental
Escrow Agreement executed by Seller.

(e) Other Documents. To the extent possessed by Seller,
the originals or copies of all agreements and documents directly affecting the
Acquired Assets such as, by way of example only, the Permits, real and personal
property tax bills, maintenance contracts, ad valorem tax records, utility
bills for prior periods, certificates of occupancy and inspection, and invoices
and bills for work and other improvements.

(f) Corporate Authorization. A certificate from Seller's
corporate secretary certifying that the resolutions referenced in Section 3.4
hereof remain in full force and effect and have not been modified or amended in
any way.

(g) Officer's Certificate. A certificate, substantially
in the form of Exhibit "S" attached hereto and made a part hereof, executed by
an officer of Seller confirming that all representations and warranties of
Seller contained in this Agreement are true, complete and accurate in all
material respects at and as of the Closing as if made at and as of the Closing.

(h) General Release and Indemnity Agreement. The General
Release and Indemnity Agreement executed by Seller and its parent, General
American Transportation Corporation.

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(i) GATC Lease. The GATC Lease executed by General
American Transportation Corporation.

(j) Miscellaneous. Such other instruments as may
reasonably be required to consummate the transactions contemplated by this
Agreement.

(k) Legal Opinion. Legal Opinion of Seller's legal
counsel, containing such provisions as shall be reasonably requested by
Purchaser.

7.8 Purchaser's Performance at Closing. At the Closing and
contemporaneously with Seller's compliance with the provisions of Section 7.7
above, Purchaser shall deliver or cause to be delivered to Seller all of the
following:

(a) Purchase Price. The cash portion of the Purchase
Price less the Initial Deposit.

(b) Funding of Environmental Escrow Account. Evidence of
the funding by Purchaser of the Environmental Escrow Account in the amount of
five million ($5,000,000.00) dollars.

(d) Assignment and Assumption Agreements. The Assignment
and Assumption Agreements executed by Purchaser.

(e) Subcontract. The Subcontract executed by Purchaser.

(f) GATC Lease. The GATC Lease executed by Purchaser.

(g) General Release and Indemnity Agreement. The General
Release and Indemnity Agreement executed by Purchaser and certain of the
Purchaser Affiliates.

(h) Environmental Release and Indemnity Agreement. The
Environmental Release and Indemnity Agreement executed by Purchaser and certain
of the Purchaser Affiliates.

(i) Environmental Consulting Agreement. The
Environmental Consulting Agreement executed by Purchaser.

(j) Officer's Certificate. A certificate, substantially
in the form of Exhibit "T" attached hereto and made a part hereof, executed by
an officer of Purchaser confirming that all representations and warranties of
Purchaser contained in this Agreement are true, complete and accurate in all
material respects at and as of the Closing as if made at and as of the Closing.

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(k) Corporate Authorization. A certificate from
Purchaser's corporate secretary certifying that the resolutions referenced in
Section 4.2 hereof remain in full force and effect and have not been modified
or amended in any way.

(l) Title Insurance Policy. A copy of Purchaser's title
insurance policy for the title insurance described in Section 6.12 hereof to be
delivered at Closing or immediately upon Purchaser's receipt thereof.

(m) Financing Statement. A UCC-1 Financing Statement
covering the Environmental Escrow Account, executed by Purchaser.

(n) Miscellaneous. Such other instruments as may
reasonably be required to consummate the transactions contemplated by this
Agreement.

(o) Legal Opinion. Legal Opinion of Purchaser's legal
counsel, containing such provisions as shall be reasonably requested by Seller.

ARTICLE 8

ASSUMPTION OF ENVIRONMENTAL LIABILITIES; ENVIRONMENTAL INDEMNIFICATION

8.1 Definition of Environmental Liability(ies). For purposes of
this Agreement, "Environmental Liability(ies)" shall mean any claim, exposure,
liability, potential liability or obligation that exists now or occurs in the
future (whether such claim, exposure, liability, potential liability or
obligation arises or allegedly arises out of alleged negligence, fault or
strict liability or otherwise) because of a Legal Requirement (as that term is
defined below) respecting the Terminal Assets or the Refinery Parcel.
Notwithstanding anything herein to the contrary, the term "Environmental
Liability(ies)" shall not include, and Purchaser shall not assume any liability
for, any Excluded Environmental Liability(ies). As used herein, "Legal
Requirement" shall mean any applicable federal, state, or local laws
(statutory, judicial or otherwise), ordinances and regulations, judgments,
orders, directives, injunctions, decrees, contracts, agreements, insurance
company requirements, arrangements or understandings with any federal, state or
local court, arbitrator or administrator or governmental authority, bureau or
agency, investigative inquiries, notices of deficiencies or other notices,
permits, authorizations, approvals, registrations, or other approvals and
licenses relating to the Refinery Parcel or the Terminal Assets and the
activities conducted thereon and therewith including, but not limited to those
(A) designed to protect persons (including, but not limited to, the health and
welfare of employees of Purchaser and Seller and the predecessors in interest
of any of them) from exposure to any toxic or Hazardous Materials (as defined
below), raw materials, refined products or wastes, and (B) designed to protect
the environment (including, but not limited to, wetlands, other protected
lands, wildlife or natural resources) or public health and welfare from water
pollution, air pollution, ground pollution, ground water pollution, the
manufacturing of toxic substances, solid wastes, petroleum

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compounds, Hazardous Materials, Releases (as defined below) or the substantial
threat of Releases of toxic or Hazardous Materials, transportation of Hazardous
Materials, or any pollutant or contaminant including, but not limited to, those
which may present an imminent and substantial danger to public health or
welfare. "Legal Requirement" shall further include any claims, lawsuits,
losses, damages, costs (including reasonable attorneys' fees), judgments and
recoveries for personal injuries, property damage, inconvenience, diminished
property value or other damages of any type claimed or sustained by any entity
or person (including, but not limited to, employees of Purchaser or Seller),
relating in any way to the operation of or past, present or future condition of
the Terminal Assets or the Refinery Parcel. Without limiting the foregoing,
Seller and Purchaser agree that Legal Requirements exist for all the
environmental conditions or exposures listed on Exhibit "G", and all such
matters are Environmental Liabilities as defined in this Agreement. As used
herein, the term "Releases" shall mean any actual or potential spill,
discharge, leak, emission, injection, escape, dispersal, seepage,
contamination, dumping or release of any kind whatsoever, including, but not
limited to, any defined under the Comprehensive Environmental Response,
Compensation and Liability Act, as amended from time to time, or the Louisiana
Environmental Quality Act, as amended from time to time, or under any other
federal, state or local laws or regulations. For purposes of this Agreement,
"Hazardous Materials" shall mean

(a) any "hazardous waste" as defined by either the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) or the
Louisiana Environmental Quality Act (La. R.S. 30:2001 et seq.), as amended from
time to time, and regulations promulgated thereunder;

(b) any "hazardous substance" as defined by either the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C.
Section 9601 et seq.) or the Louisiana Environmental Quality Act (La. R.S.
30:2001 et seq.), as amended from time to time, and regulations promulgated
thereunder;

(c) any "pesticide" as defined by the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.),
as amended from time to time, and regulations promulgated thereunder;

(d) any "chemical substance" as defined by the Toxic
Substance Control Act (15 U.S.C. Section 2601 et seq.), as amended from time
to time, and regulations promulgated thereunder;

(e) any naturally occurring radioactive materials, the
possession, use, transfer, processing, distribution, or disposal of which is
subject to regulation by the Louisiana Department of Environmental Quality
pursuant to the provisions of La. Adm. Code 33:XV, Chapter 14;

(f) asbestos;

(g) polychlorinated biphenyls;

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(h) petroleum or any fraction thereof;

(i) any "regulated substance" as defined under
Underground Storage Tank Regulations, 40 C.F.R. Section 280.12, or La. Adm.
Code 33:XI.103;

(j) any substance the presence of which on the Terminal
Assets, or any part thereof, is prohibited by any lawful rules or regulations
of legally constituted authorities from time to time in force and effect
relating to the Terminal Assets or any part thereof; and

(k) any other substance which by any such rule or
regulation requires special handling in its collection, storage, treatment, or
disposal.

8.2 Due Diligence by Purchaser. Purchaser, in entering into this
Agreement, has relied solely upon its own knowledge and examination regarding
the environmental condition of the Terminal Assets (including without
limitation its review of public records at the Environmental Protection Agency
and the Louisiana Department of Environmental Quality) and has not relied in
whole or in part on any information or representations regarding the
environmental condition of the Terminal Assets made by Seller or anyone acting
or purporting to act on behalf of Seller, with the exception of the
representation set forth in Section 3.2 hereof, upon which Purchaser is
entitled to rely. Purchaser waives any rights and actions (other than any
rights or actions arising out of any breach by Seller of the representation set
forth in Section 3.2 hereof) that it may have now or in the future as a result
of any limitations imposed by Seller on Purchaser's right to inspect the
Terminal Assets.

8.3 Environmental Compliance. Upon Closing, Purchaser shall be
responsible for compliance with all federal, state, and local requirements with
respect to air and water quality and with respect to handling, treatment,
storage, and disposal of wastes (including Hazardous Materials) at or in
connection with the ownership or operation of the Terminal Assets at the time
of Closing or thereafter.

8.4 Environmental Release and Indemnity.

(a) Upon Closing, Purchaser will agree to release and
forever discharge Seller Indemnitees from any claim or right that Purchaser,
including the officers, agents, employees, directors, insurers, related
companies, successors and assignees of Purchaser (as to Purchaser this
specifically includes any joint venture, partnership, corporation or other
entity in which Purchaser has any ownership interest or from which Purchaser
derives any benefit and which is engaged in the operation of the Refinery
Parcel or the Terminal Assets or any portion thereof at any time), has or may
have against Seller Indemnitees or any of them for, arising out of, or relating
to any Environmental Liability (other than any Excluded Environmental
Liability(ies)), whether any such claim or right is direct or indirect, by way
of contribution, subrogation or indemnity, and whether created by statute,
regulation, contract, action of law or otherwise, except any claim for Excluded
Fees. Specifically, but without limitation of the foregoing, Purchaser agrees
to release, discharge,

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hold harmless and not sue the Seller Indemnitees or any of them for any costs
involved in or related to any form of Remediation Activities of the Terminal
Assets or the Refinery Parcel, which Purchaser pays or becomes liable for at
any time in the future as the result of an Environmental Liability (other than
any Excluded Environmental Liability(ies)).

(b) Upon Closing, Purchaser, on behalf of itself, its
successors and assigns (this specifically includes any joint venture,
partnership, corporation or other entity in which Purchaser has any ownership
interest or from which Purchaser derives any benefit and which is engaged in
the operation of the Refinery Parcel or the Terminal Assets or any portion
thereof at any time) will (i) assume all Environmental Liabilities (other than
any Excluded Environmental Liability(ies)) relating to the Terminal Assets
except Seller's liability for Excluded Fees, and (ii) agree to indemnify, hold
harmless and defend the Seller Indemnitees against any claims, governmental or
other orders, lawsuits, losses, damages (including without limitation all
punitive damages or statutory remedial cost multipliers, if any), costs
(including reasonable attorneys' fees and environmental consulting fees),
judgments and recoveries arising out of or related to any Environmental
Liability (but not any Excluded Environmental Liability(ies)) of the Terminal
Assets or the Refinery Parcel or any portion thereof, including, but not
limited to, any such claims, lawsuits, losses, damages, costs, judgments or
recoveries involving Remediation Activities (including disposal) and any claims
of injuries or damage, except Seller's liability for Excluded Fees.

(c) For purposes of this Agreement, "Excluded Fees" shall
mean the Seller's share of the fees and expenses of the Environmental Escrow
Agent and the Environmental Consultant not paid from the Environmental Escrow
Account, such share being (i) one-half ( 1/2) of such ordinary fees and
expenses of the Environmental Escrow Agent, (ii) any expenses owed by Seller as
a non-prevailing party under Section 8(i) of the Environmental Escrow
Agreement, (iii) one-half ( 1/2) of such ordinary fees and expenses of the
Environmental Consultant, (iv) any extraordinary fees and expenses of the
Environmental Consultant owed by Seller under the Environmental Consulting
Agreement, and (v) any expenses owed by Seller as a non-prevailing party under
Section 13.2 of the Environmental Consulting Agreement.

8.5 Environmental Escrow Account; Environmental Escrow Agreement;
Environmental Consulting Agreement.

(a) For purposes of this Agreement, "Environmental
Consultant" shall mean G&E Engineering, a Division of TreaTek-CRA Company, a
New York Partnership, or such other person or company selected as the successor
environmental consultant under this Agreement in accordance with the following
provisions. Seller and Purchaser shall enter into an Environmental Consulting
Agreement with each Environmental Consultant substantially in the form of
Exhibit "Q" to this Agreement, with such changes as may be reasonably required
by the Environmental Consultant. Seller and Purchaser agree that neither party
shall hire the Environmental Consultant to perform any Remediation Activities
or other services with respect to the Terminal Assets except for the services
pursuant to the Environmental Consulting Agreement. In the event that an

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Environmental Consultant should resign, cease operations or become bankrupt or
insolvent, or be discharged by the mutual agreement of Seller and Purchaser,
then a successor Environmental Consultant under this Agreement shall be
selected as follows: Seller shall promptly recommend in writing to Purchaser a
proposed successor person or company to serve as Environmental Consultant under
this Agreement. Purchaser shall accept or reject such recommendation within
ten (10) days after such notice, provided that if Purchaser fails to reply to
Seller in writing within such time period then Purchaser shall be deemed to
have accepted such successor appointment. Purchaser shall not unreasonably
reject such recommendation. If Purchaser rejects Seller's first
recommendation, then Seller shall promptly recommend another proposed successor
environmental consultant to Purchaser by written notice. Purchaser shall
accept or reject such recommendation within ten (10) days after receipt of such
notice, provided that if Purchaser fails to reply to Seller in writing within
such time period then Purchaser shall be deemed to have accepted such successor
appointment. Purchaser shall not unreasonably reject such recommendation. If
Purchaser again rejects Seller's recommendation, then the selection of the
successor Environmental Consultant shall be settled by arbitration administered
by the American Arbitration Association under its Commercial Rules. If one but
not the other of Seller and Purchaser desire to discharge an Environmental
Consultant, then such decision shall be settled by arbitration administered by
the American Arbitration Association under its Commercial Rules. Such
arbitration shall determine whether that Environmental Consultant should be
replaced due to fraud, corruption, evident bias, misconduct in refusing to
receive pertinent and material evidence or other misconduct by such Consultant
by which the rights of either Seller or Purchaser have been prejudiced.

(b) For purposes of this Agreement, "Environmental Escrow
Agent" shall mean First National Bank of Commerce, or such other national bank
in the State of Louisiana (a "Qualified Bank") selected as the successor escrow
agent under this Agreement in accordance with the following provisions. Seller
and Purchaser shall enter into an Environmental Escrow Agreement with each
Environmental Escrow Agent substantially in the form of Exhibit "R" to this
Agreement, with such changes as may be reasonably required by the Environmental
Escrow Agent. In the event that an Environmental Escrow Agent should resign,
cease operations or become insolvent, or be discharged by the mutual agreement
of Seller and Purchaser, then a successor Environmental Escrow Agent under this
Agreement shall be selected as follows: Purchaser shall promptly recommend in
writing to Seller a proposed successor Qualified Bank to serve as escrow agent
under this Agreement. Seller shall accept or reject such recommendation within
ten (10) days after such notice, provided that if Seller fails to reply to
Purchaser in writing within such time period then Seller shall be deemed to
have accepted such successor appointment. Seller shall not unreasonably reject
such recommendation. If Seller rejects Purchaser's first recommendation, then
Purchaser shall promptly recommend another proposed Qualified Bank as successor
escrow agent to Seller by written notice. Seller shall accept or reject such
recommendation within ten (10) days after receipt of such notice, provided that
if Seller fails to reply to Purchaser in writing within such time period then
Seller shall be deemed to have accepted such successor appointment. Seller
shall not unreasonably reject such recommendation. If Seller again rejects
Purchaser's recommendation, then the selection of the successor Environmental

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Escrow Agent shall be settled by arbitration administered by the American
Arbitration Association under its Commercial Rules.

(c) Although Seller and Purchaser may be liable
solidarily to the Environmental Consultant for indemnity obligations to the
Environmental Consultant under the Environmental Consulting Agreement and for
the Environmental Consultant's fees and to the Environmental Escrow Agent for
indemnity obligations under the Environmental Escrow Agreement and for the
Environmental Escrow Agent's fees, as between Seller and Purchaser such fees
generally shall be paid out of the Environmental Escrow Account and such
indemnity payments (and, if there are insufficient funds in the Environmental
Escrow Account, such ordinary fees) shall be divided equally between Seller and
Purchaser, except as otherwise expressly provided in the Environmental
Consulting Agreement or the Environmental Escrow Agreement. If either Seller
or Purchaser pays more than its share of fees or indemnification to the
Environmental Consultant or the Environmental Escrow Agent, then the other
party shall pay such party's share of such fees or indemnification to the party
which paid the Environmental Consultant or the Environmental Escrow Agent
within thirty (30) days after receipt of written demand therefor.

(d) On the Closing Date, Purchaser shall establish the
Environmental Escrow Account with the Environmental Escrow Agent pursuant to
the Environmental Escrow Agreement and shall deposit therein five million
($5,000,000.00) dollars in immediately available funds. The Environmental
Escrow Account and all proceeds therefrom shall be in addition to the Purchase
Price. The Environmental Escrow Account shall be maintained until the
Environmental Escrow Termination Date. For purposes of this Agreement, the
"Environmental Escrow Account" shall mean such escrow account maintained by
Purchaser at the Environmental Escrow Agent, and all securities, security
entitlements, cash, financial assets and investment property in such account
from time to time, now or in the future, and all other rights of Purchaser
against the Environmental Escrow Agent arising out of such account, and
together with all interest, earnings and proceeds from, on or of all or any of
the foregoing, in whatever form, and all proceeds of such proceeds. Interest
and other proceeds earned on the escrow funds in the Environmental Escrow
Account shall be for the account of Purchaser, and shall be retained as part of
the escrow funds in the Environmental Escrow Account to be disbursed as
provided in this Agreement and the Environmental Escrow Agreement. Purchaser
shall grant to Seller a first priority security interest in the Environmental
Escrow Account as security for the payment and performance of Purchaser's
assumption and indemnification obligations under Section 8.4(b) of this
Agreement, now existing or hereafter arising. The escrow agreement with each
Environmental Escrow Agent shall contain control provisions in form and
substance satisfactory to Seller in order to perfect such security interest
whereby Purchaser directs the Environmental Escrow Agent to comply with
entitlement orders with respect to the Environmental Escrow Account originated
by Seller before the Environmental Escrow Termination Date which are in
accordance with this Agreement without further consent by Purchaser, and the
Environmental Escrow Agent agrees to so comply. Each Environmental Escrow
Agent shall waive any security interest or lien or right of setoff in the
Environmental Escrow Account. The funds in the Environmental Escrow Account
shall be invested only as permitted by the Environmental Escrow Agreement.
Funds shall be withdrawn

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from the Environmental Escrow Account only as provided in paragraphs (e), (g)
and (h) below. The existence of the Environmental Escrow Account shall not
lessen or limit in any manner Purchaser's obligations under Section 8.4 of this
Agreement or under the Environmental Release and Indemnity Agreement. The
obligation of Purchaser to establish and maintain the Environmental Escrow
Account, and the proceeds therein, are separate from (although also partial
accessory security for) the Purchaser's assumption and indemnity obligations
relating to Environmental Liabilities, and the obligation of Purchaser to
provide the Environmental Escrow Account shall survive any rejection,
discharge, disallowance or termination thereof or any dissolution or
liquidation of Purchaser. The Environmental Escrow Account shall remain
irrevocable until the Environmental Escrow Termination Date. The Environmental
Escrow Account and the proceeds therein are for the exclusive benefit of Seller
and Purchaser, and are not for the benefit of any other person.

(e) The Environmental Escrow Agreement shall permit
multiple, successive partial withdrawals from the Environmental Escrow Account,
but only in the following manner:

(i) upon receipt by the Environmental Escrow
Agent of written instructions signed by both Seller and Purchaser, then in
accordance with such instructions; or

(ii) to pay the fees and expenses of the
Environmental Escrow Agent in accordance with the Environmental Escrow
Agreement; or

(iii) upon receipt by the Environmental Escrow
Agent of an invoice from the Environmental Consultant for its fees and expenses
in accordance with the Environmental Consulting Agreement and this Section 8.5,
and the absence of receipt by the Environmental Escrow Agent within thirty (30)
days thereafter of a written objection thereto from either Seller or Purchaser,
then to the Environmental Consultant in the amount of such invoice; or

(iv) upon receipt by the Environmental Escrow
Agent of a Disbursement Confirmation from the Environmental Consultant, then in
accordance with such Disbursement Confirmation; or

(v) upon receipt by the Environmental Escrow
Agent of a written instruction by Seller certifying that Seller has obtained a
final, non-appealable judgment in Seller's favor in a specified amount on an
indemnification claim under Section 8.4(b) or under the Environmental Release
and Indemnity Agreement, and that Seller has sent a copy of this instruction to
Purchaser or other obligor, then after the tenth (10th) day following the
Environmental Escrow Agent's receipt of such instruction in accordance with
such instruction.

Seller and Purchaser shall cooperate in good faith, in each of the following
instances, to attempt to agree reasonably promptly upon mutual instructions
contemplated by subparagraph (i) above: to pay Remediation Costs as provided
in paragraph (f) below, to pay the fees and expenses of the Environmental
Consultant as determined in mediation or arbitration following an objection to
such

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fees and expenses by either Seller or Purchaser, to pay all the remaining funds
(if any) in the Environmental Escrow Account to Purchaser upon a determination
that the Environmental Escrow Termination Date has occurred as provided in
paragraph (g) below, or to pay a portion of the funds to Purchaser under the
circumstances provided in paragraph (h) below. Seller shall send a copy to
Purchaser of each written instruction under subparagraph (v) above at the same
time as it is sent to the Environmental Escrow Agent. The Environmental
Consulting Agreement shall require the Environmental Consultant to send a copy
of each Disbursement Confirmation to both Seller and Purchaser at the same time
it is sent to the Environmental Escrow Agent.

(f) Seller and Purchaser shall agree on mutual
instructions to pay Remediation Costs, and the Environmental Consultant shall
make its determinations for Disbursement Confirmations, in accordance with the
following provisions. For purposes of the Agreement, "Remediation Activities"
shall mean the remediation, treatment, transport, storage, removal or disposal
of contaminated soil, debris and ground water, and buried sludges (but not to
include Tank cleaning or management of Tank bottoms or other material deemed
waste upon transfer of assets), including but not limited to the containment of
contaminated groundwater, the capping of areas to minimize the infiltration of
surface waters or rainfall into the subsurface, landfarming, risk-based
corrective actions or alternatives, including no further action determinations
and natural attenuation, and any other similar activities. For purposes of
this Agreement, "Remediation Costs" shall mean the reasonable costs (including
without limitation the Environmental Consultant's fees and expenses) to satisfy
an Environmental Liability relating to Remediation Activities arising from
Hazardous Materials which existed with respect to the Terminal Assets on or
before the Closing Date (other than any Excluded Environmental Liability(ies)),
but shall not include general or administrative support costs, whether for
internal or external services, such as costs for accounting or legal services.

(i) As to each Remediation Activity that is
required or ordered pursuant to some governmental action or order involving
either Seller or Purchaser relating to the Terminal Assets, such party may
request the other party's agreement to a written claim setting forth the
nature, extent and other details of any proposed Remediation Activities which
the submitting party asserts will qualify, once undertaken, or if already
undertaken do qualify, as Remediation Costs. In the absence of such mutual
agreement within a reasonable time after submission of the claim to the other
party, either Seller or Purchaser, as applicable, then may submit such claim to
the Environmental Consultant. The submitting party shall simultaneously
provide a duplicate copy of such submission to the other party. Such
submission shall include copies of all pertinent written communications
pertaining to such matter between the submitting party and any governmental
authority. The non-submitting party shall have the right to provide written
comment on each submission promptly to the Environmental Consultant and the
submitting party. The Environmental Consultant shall evaluate such claim to
determine the extent to which such Remediation Activities involve Hazardous
Materials which existed with respect to the Terminal Assets on or before the
Closing Date and, if applicable, whether such Remediation Activities involve an
Excluded Environmental Liability(ies) because a Release from the Terminal
Assets prior to the Closing Date resulted in damage to property other than the
Terminal Assets. As to

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each such claim, the Environmental Consultant shall not have responsibility
for, and shall not make, any determination as to the reasonableness of the
governmental action or order or the scope of the Remediation Activities
required thereby or as to whether the governmental action or order covers an
Environmental Liability which is an Excluded Environmental Liability(ies)
because of Seller's non-disclosure of an Environmental Liability that existed
on the Closing Date and of which Seller had Actual Knowledge. Instead, Seller
and Purchaser hereby agree to the reasonableness for purposes of this Agreement
of such Remediation Activities which are required by any governmental action or
order, and further agree that any determination as to Seller's non-disclosure
of an Environmental Liability that existed on the Closing Date and of which
Seller had Actual Knowledge shall be made by mutual agreement of the parties or
as necessary by a court of competent jurisdiction as provided in Section 11.11.

(ii) Furthermore, even in the absence of an
existing governmental action or order Purchaser may request the Seller's
agreement to such a claim that proposed Remediation Activities will or do
qualify as Remediation Costs, and in the absence of such mutual agreement may
request the Environmental Consultant's determination, all by use of the
procedures set forth above in subparagraph (i). However, as to such Purchaser
voluntary claims, the Environmental Consultant shall also determine whether the
claimed Environmental Liability respecting the Terminal Assets exists and if so
the extent thereof (in addition to the determinations set forth in subparagraph
(i) above).

(iii) In any and all of the foregoing instances,
when the Environmental Consultant determines that Remediation Activities for an
Environmental Liability qualify as Remediation Costs, the actual expenses
incurred for such Remediation Activities shall be submitted by the applicable
party to the Environmental Consultant as provided in the Environmental
Consulting Agreement. To be actual, incurred Remediation Costs, if payments
are to be made directly to the environmental remediation contractor, such costs
need only have been billed by the environmental remediation contractor and need
not have been paid to such contractor; in the alternative, if Purchaser or
Seller is seeking reimbursement for the cost of Remediation Activities, that
party must have paid the environmental remediation contractor. The
Environmental Consultant shall issue a Disbursement Confirmation to the
Environmental Escrow Agent, with copies to both Seller and Purchaser, as to the
amount of such requested payment which the Environmental Consultant determines
is qualified and reasonable as set forth in the Environmental Consulting
Agreement, and such payments shall be made by the Environmental Escrow Agent as
set forth in the Environmental Escrow Agreement. Moreover, notwithstanding a
determination by the Environmental Consultant that an Environmental Liability
did not exist on or before the Closing Date, if a final, non-appealable order
or judgment of a governmental authority imposes liability upon Seller for such
expenses because such Environmental Liability is found by such governmental
authority to have existed on or before the Closing Date or otherwise includes
such a finding, then the Environmental Consultant thereafter shall grant
Disbursement Confirmations with respect thereto for otherwise qualified
Remediation Costs notwithstanding the Environmental Consultant's earlier
determination to the contrary.

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(g) Upon the Fifteenth Anniversary, if an Environmental
Continuation Condition exists, Purchaser may withdraw from the Environmental
Escrow Account any funds in excess of the amount certified by the Environmental
Consultant as the amount to be retained in the Environmental Escrow Account in
connection with such Environmental Continuation Condition. Upon the
Environmental Escrow Termination Date, the obligation of Purchaser to maintain
the Environmental Escrow Account shall expire, and Purchaser shall have the
right to withdraw any funds then remaining in the Environmental Escrow Account.
Purchaser shall not assign or encumber or attempt to assign or encumber these
rights under this Agreement or the corresponding rights under the Environmental
Escrow Agreement. Seller hereby waives any claim against Purchaser that funds
in the Environmental Escrow Account could or should have been used to satisfy
an Environmental Liability but were not so used because of a failure of
Purchaser to notify any governmental authority regarding such Environmental
Liability.

(h) In the event that, subsequent to the Closing Date,
Purchaser (i) has outstanding debt, and (ii) achieves and maintains a rating on
its outstanding debt of investment grade or better from either Moody's
Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P")
for the twenty-four consecutive month period immediately preceding the fifth
anniversary of the Closing Date or any twenty-four consecutive month period
thereafter, then beginning on the fifth anniversary of the Closing Date,
Purchaser may after such twenty-four consecutive month period make, and Seller
agrees to execute a joint certificate to the Environmental Escrow Agent for,
annual withdrawals from the Environmental Escrow Account in an amount equal to
the lesser of (x) One Million Dollars ($1,000,000) or (y) the then balance of
the Environmental Escrow Account. The date of Purchaser's first withdrawal is
hereinafter referred to as the "Withdrawal Date." Provided, however, if at any
time after the Withdrawal Date and prior to the Environmental Escrow
Termination Date either Moody's or S&P ceases to rate Purchaser's debt
investment grade or better, then within thirty (30) days thereafter Purchaser
shall commence making consecutive monthly deposits into the Environmental
Escrow Account in minimum amounts of Five Hundred Thousand Dollars ($500,000)
each until the balance of the Environmental Escrow Account is equal to the
balance that existed on the Withdrawal Date, prior to Purchaser's withdrawal.
In the event that the funds in the Environmental Escrow Account have been
depleted, then Purchaser shall reestablish an Environmental Escrow Account with
the payments required under the immediately preceding sentence pursuant to an
Environmental Escrow Agreement. Thereafter, no further withdrawals shall be
made pursuant to this Section 8.5(h), until Purchaser has again achieved and
maintained an investment grade or better rating on its outstanding debt from
either Moody's or S&P for a second twenty-four consecutive month period, after
which the above provisions regarding reduction and increase shall be applicable
again.

8.6 Purchaser's Remediation Activities. With respect to all
Environmental Liabilities (other than Excluded Environmental Liabilities), in
the event that Purchaser fails to initiate and diligently pursue to completion
in a timely manner any form of Remediation Activities relating to the Terminal
Assets that is required or ordered pursuant to some governmental action or
order, Seller shall have the right, but not the obligation, to evaluate, assess
and/or effect such

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Remediation Activities after giving Purchaser 120 days advance written notice
of Seller's intent to effect such Remediation Activities (or, if Purchaser is
in bankruptcy proceedings or the Legal Requirement is directed to or imposed on
Seller, after giving 60 days advance written notice). In such event, Purchaser
agrees to reimburse Seller, upon demand, for all reasonable costs and expenses
incurred by Seller in connection with such Remediation Activities; provided,
however, that Purchaser shall only be obligated to reimburse Seller after
Seller has first exhausted any then remaining funds in the Environmental Escrow
Account.

ARTICLE 9

DEFAULT AND REMEDIES

9.1 Deposits. At Closing, the Deposits shall be applied to the
payment of the Purchase Price. If Closing, as it may be delayed pursuant to
the terms of this Agreement, does not occur, and except as otherwise expressly
provided in Sections 6.11, 7.5, 9.3 and 11.8(b) herein, the Deposits shall be
retained by Seller.

9.2 Purchaser's Default. If Purchaser defaults in any of its
obligations under Sections 7.3 or 7.8 of this Agreement, Seller shall be
entitled to give Purchaser written notice of Purchaser's default, and
thereupon keep the Deposits, which shall be forfeited by Purchaser to Seller as
liquidated damages. The liquidated damages payable pursuant to this Section
9.2 are not a penalty; rather, they represent a bargained for measure of
damages specifically negotiated between Seller and Purchaser. The liquidated
damages are in consideration of the costs, liabilities and loss of business or
profits incurred by Seller in anticipation of the Closing. Seller shall not be
required to prove the extent of any such costs, liabilities or losses.
Alternatively, Seller shall have the right to demand specific performance.

9.3 Seller's Default. In the event Seller defaults in any of its
obligations under Sections 6.10, 7.2 or 7.7 of this Agreement, Purchaser shall
have the right upon Seller's default to demand the return of the Deposits
within 15 days thereafter. In any action by Purchaser to recover the Deposits,
the prevailing party shall be entitled to its enforcement costs, including
reasonable legal fees. Alternatively, Purchaser shall have the right to demand
specific performance.

9.4 Sole Remedies. The remedies set forth in Section 9.2 and 9.3
above shall be the sole and exclusive remedies available to Seller and
Purchaser respectively for any default under this Agreement, other than a
default under any of the obligations described in Article 10 below, or other
closing documents (including without limitation the General Release and
Indemnity Agreement and the Environmental Release and Indemnity Agreement) that
survive the Closing.

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<PAGE> 45
ARTICLE 10

ACTIONS TO BE TAKEN SUBSEQUENT TO THE CLOSING DATE

10.1 Mutual Cooperation With Respect to Taxes and Other Financial
Matters. Each of Purchaser and Seller will provide the other with such
assistance as may reasonably be requested by either of them in connection with
the preparation of any tax return, any audit or other examination by any taxing
or governmental authority, or any judicial or administrative proceedings
relating to liability or taxes or other governmental matters relating to the
transactions contemplated by this Agreement. The party requesting assistance
hereunder shall reimburse the other for reasonable out-of-pocket expenses
incurred in providing such assistance.

10.2 Cooperation in Litigation. In the event that, after the
Closing Date, Seller or Purchaser shall require the participation of officers
and employees employed by each other to aid in the defense or prosecution of
litigation or claims, and so long as there exists no conflict of interest
between the parties, each of Seller and Purchaser shall make such officers and
employees reasonably available to participate in such defense or prosecution
provided that, except as required pursuant to the indemnity provisions of this
Agreement, the party requiring the participation of such officers or employees
shall pay all reasonable out-of-pocket costs, charges and expenses arising from
such participation.

10.3 Uncured Title Objections. In the event that there are any
objections to the matters disclosed in the Commitment ("Title Objections")
which (i) were identified by Purchaser to Seller within five (5) business days
after Purchaser's receipt of the Commitment, and (ii) remained uncured at
Closing, then Seller shall, on the Closing Date, escrow an amount equal to
$50,000.00 LESS all funds previously expended by Seller (excluding Seller's
attorneys' fees) to cure the Title Objections. The funds in said escrow shall
be used by Purchaser to cure the Title Objections within one hundred eighty
(180) days after the Closing Date. Any funds remaining in said escrow upon the
expiration of the one hundred eighty (180) day period shall be returned to
Seller.

10.4 Performance Under Assigned Contracts; Indemnification.
Purchaser agrees that, upon and after the Closing hereunder, it will timely
pay, perform and discharge all of Seller's and its obligations under the
Assigned Contracts assigned to Purchaser and all of Purchaser's obligations
under the Subcontracts. Purchaser agrees to indemnify and hold Seller
Indemnitees harmless at all times from and after the Closing against and in
respect of any losses, liabilities and damages incurred by Seller Indemnitees
that result or arise from any claims brought by third parties based upon
Purchaser's failure or alleged failure to timely pay, perform and discharge
subsequent to Closing (i) any of Seller's or Purchaser's obligations under any
of the Assigned Contracts assigned to Purchaser or (ii) any of Purchaser's
obligations under any of the Subcontracts, and from all suits, actions,
proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees
and expenses incident to such claims, including those out-of-pocket costs,
charges and expenses resulting from the participation of officers or employees
of Seller in defense thereof.

-37-
<PAGE> 46
10.5 Seller's Assigned Contracts Indemnification. Seller agrees to
indemnify and hold Purchaser Indemnitees harmless at all times from and after
the Closing against and in respect of any losses, liabilities and damages
incurred by Purchaser Indemnitees that result or arise from any claims brought
by third parties based upon (i) Seller's default, prior to the Closing, under
any Assigned Contracts, or (ii) any of the matters disclosed on Schedule 3.7
hereof, and from all suits, actions, proceedings, demands, assessments,
judgments, costs, reasonable attorneys' fees and expenses incident to such
claims, including those out-of-pocket costs, charges and expenses resulting
from the participation of officers or employees of Purchaser in defense
thereof.

10.6 Seller's Representative. Purchaser agrees that, at Seller's
option and at Seller's expense, Seller shall be allowed to have a
representative at the Terminal for a period of up to six (6) months after the
Closing to facilitate post-Closing servicing of Seller's customers under the
Assigned Contracts. Purchaser shall provide such representative with office
space at the Terminal that is reasonably acceptable to Seller. The
representative shall act as a liaison only and shall have no right to interfere
in Purchaser's operation of the Terminal.

10.7 Dock Use Certificate. Upon written request of Seller, but not
more often than four (4) times in any calendar year, an officer of Purchaser
with knowledge of the use and operation of the Tanks listed on the Dock Use
Certificate attached hereto as Exhibit "U" shall complete such Dock Use
Certificate and return it to Seller at the address on Seller's request within
five (5) business days after Purchaser's receipt of such request. In addition,
such officer will provide such other information related to the use of the
Tanks listed on the Dock Use Certificate in connection with docks in the South
Louisiana Port District as Seller may reasonably request to supplement any Dock
Use Certificate submitted by Purchaser to Seller hereunder, provided that
Purchaser shall not be required to provide as part of such additional
information any information which is proprietary or otherwise confidential to
Purchaser.

10.8 Payments under Contracts. Seller and Purchaser agree that in
the event either party receives a payment under any Contract relating to the
Terminal Assets, which payment should have been made to the other party, the
party receiving such payment shall immediately forward such payment to the
other party.

10.9 Conveyances or Leases to Purchaser Affiliates. Purchaser
agrees that it will not convey or lease the Terminal Assets, in whole or in
part, to any Purchaser Affiliate that has not previously provided, or does not
contemporaneously with such lease or conveyance provide, Seller with releases
in favor of Seller, in the forms set forth in Section 4 of the Environmental
Release and Indemnity Agreement and Section 10 of the General Release and
Indemnity Agreement.

10.10 Removal of Retained Assets. Purchaser and Seller agree that,
for a period of seven (7) calendar days after the Closing Date, Seller shall
have the right to enter the Terminal for the purpose of removing any Retained
Assets therefrom.

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<PAGE> 47
ARTICLE 11

OTHER PROVISIONS

11.1 Survival Claims For Breaches of Representations, Warranties
and Agreements. For all purposes hereunder, all claims arising out of the
breach of any representations and warranties contained herein or out of a
breach of any of the obligations described in Article 10 hereof shall survive
the Closing indefinitely.

11.2 Transfer, Sales and Property Taxes.

(a) Purchaser will pay any transfer, sales, purchase, use
or similar tax under the laws of any nation, state or any parish, city or
political subdivision thereof arising out of the transactions contemplated by
this Agreement and any filing or recording fees payable in connection with the
instruments of transfer provided for herein.

(b) All real estate, personal property, and ad valorem
taxes, water charges and sewer rents, if any, and all other taxes, charges or
assessments levied or imposed upon the Terminal Assets by the State of
Louisiana, Parish of St. Charles, or any political subdivision of any of the
foregoing or of any other locale, shall be apportioned or prorated on a per
diem basis between Purchaser and Seller as of the close of business on the day
before the Closing Date. If the Closing Date shall occur before the assessment
rate for the year of Closing is fixed by the appropriate taxing authority, the
apportionment of any such taxes shall be upon the basis of the tax assessment
for the preceding calendar year and shall be readjusted promptly after such
taxes are known. Such obligation to readjust shall survive the Closing.

11.3 Preservation of Right to Contest. Seller reserves the right
to contest, after Closing, any taxes and assessments with respect to the
Terminal Assets and any interest or penalties pertaining thereto, to the extent
same are applicable to periods prior to Closing. Seller shall be entitled to
receive any refunds made with respect to such contested taxes. All taxes
imposed because of a change of use or ownership of the Terminal Assets after or
in connection with the Closing shall be for the account of Purchaser.

11.4 Certificates and Fees. The cost of usual and customary
mortgage and conveyance certificates and tax researches shall be borne by
Seller. All transfer and recordation fees and taxes arising from the
conveyance of the Acquired Assets shall be paid by Purchaser.

11.5 Attorney Fees. If either party institutes legal action to
enforce, or as a result of a breach of, the other party's obligations under
this Agreement, the non-prevailing party shall pay the prevailing party's
reasonable attorneys' fees and court costs.

11.6 Claims Under Indemnities. All claims made under any
indemnification under this Agreement shall be made in accordance with the
following procedures:

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<PAGE> 48
Within sixty (60) days after any indemnified party is served
with process in connection with the commencement of any claims, governmental or
other orders, or lawsuits related to any matter covered by an indemnification
under this Agreement (a "Claim"), such indemnified party shall, if a Claim
against the indemnifying party in respect thereof is to be made pursuant to an
indemnification under this Agreement, notify the indemnifying party in writing
of the commencement thereof. Failure to give timely notice to the indemnifying
party shall not relieve the indemnifying party of liability if the indemnifying
party has actual knowledge of the Claim. Each indemnified party shall have the
right to control, in its sole and absolute discretion, its defense of any Claim
against it, through attorneys selected by it and reasonably acceptable to the
indemnifying party. Such indemnified party shall not have the right to
compromise or settle any Claim for which indemnity is sought by it pursuant to
an indemnification under this Agreement without obtaining the prior written
consent of the indemnifying party, which consent shall not be unreasonably
withheld, delayed or conditioned; but an indemnified party shall have the right
to compromise or settle any Claim for which indemnity is sought pursuant to an
indemnification under this Agreement, without the consent of the indemnifying
party, if the indemnifying party (or its officers, agents, employees,
directors, insurers, related companies or successors) has asserted such Claim
or has brought or joined in such Claim in opposition to such indemnified party
or if the indemnifying party has denied, or failed to acknowledge expressly,
its obligation to indemnify under the terms of an indemnification under this
Agreement or has violated its obligation with respect to the payment of amounts
due under such indemnification, including without limitation fees and expenses.

11.7 Complete Agreement. This Agreement, including the Schedules
and Exhibits attached hereto and the documents referred to herein shall
constitute the entire agreement between the parties hereto with respect to the
subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter.

11.8 Passage of Title and Risk of Loss. Title and risk of loss to
the Acquired Assets shall pass from Seller to Purchaser at the Effective Time,
notwithstanding that the Closing shall take place later on the Closing Date.
If there is any material damage, destruction or loss to any material portion of
the Terminal Assets between the date of this Agreement and the Closing Date,
caused by a Casualty ("Material Event"), or if any condemnation proceeding
against any material portion of the Terminal Assets has been commenced prior to
the Closing Date ("Condemnation"), Purchaser and Seller shall have the
following rights with respect to such Material Event or Condemnation:

(a) Should a Material Event or Condemnation resulting, in either
case, in a loss that is less than one-third (1/3) of the Purchase Price occur
between the date of this Agreement and the Effective Time, Seller shall notify
Purchaser of such occurrence and Purchaser shall remain obligated under this
Agreement to complete the Closing and take possession of the Acquired Assets
without any reduction of the Purchase Price or of the other obligations of
Purchaser hereunder; provided, however, that Seller shall assign to Purchaser,
in respect to such Material Event or Condemnation, Seller's claim (and any cash
proceeds therefrom) against any third party

-40-
<PAGE> 49
including any condemning authority, or its right to recover under any insurance
policies maintained by Seller.

(b) Should a Material Event or Condemnation resulting, in either
case, in a loss equal to or greater than one-third (1/3) of the Purchase Price
occur between the date of this Agreement and the Effective Time, Seller shall
notify Purchaser of such occurrence and Purchaser may by notice to Seller given
within ten calendar days of its receipt of notice of such occurrence, elect to
either (i) complete the Closing and take possession of the Acquired Assets with
or without any reduction of the Purchase Price or of the other obligations of
Purchaser hereunder; provided, however, that Seller shall assign to Purchaser,
in respect to such Material Event or Condemnation, Seller's claim against any
third party including any condemning authority, or its right to recover under
any insurance policies maintained by Seller; or (ii) terminate this Agreement
and demand the return of the Deposits. If necessary, Purchaser shall have the
right to delay the Closing for a period of up to ten days after the date of
notice of occurrence of any such Material Event or Condemnation for the purpose
of determining whether to elect to complete the Closing or to terminate this
Agreement.

11.9 Waiver, Discharge, Etc.. This Agreement and its Exhibits and
Schedules may not be released, discharged, abandoned, changed or modified in
any manner, except by an instrument in writing signed on behalf of each of the
parties hereto by their duly authorized representatives. The failure of any
party hereto to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such provision, nor in any
way to affect the validity of this Agreement or any part thereof or the right
of any party thereafter to enforce each and every such provision. No waiver of
any breach of this Agreement shall be held to be a waiver of any other or
subsequent breach.

11.10 Severability. In the event that any provision of this
Agreement shall be determined to be invalid or unenforceable in any respect and
such determination does not have a material adverse effect on the interests of
Seller, or Purchaser, as the case may be, in the transactions contemplated
hereby, such determination shall not affect such provision in any other respect
or any other provision of this Agreement, which shall remain in full force and
effect.

11.11 Jurisdiction. Purchaser and Seller, by their execution of
this Agreement, each hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts of Louisiana over any action or proceeding
arising out of or relating to this Agreement, and Purchaser and Seller hereby
irrevocably agree that all claims in respect of such action or proceeding shall
be held and determined in such court. Purchaser and Seller hereby irrevocably
waive, to the fullest extent they may effectively do so, the defense of any
inconvenient forum to the maintenance of such action or proceeding. Purchaser
and Seller hereby irrevocably consent to the service of any and all process in
any such action or proceeding by the mailing of copies of such process to
either of Purchaser or Seller, at their address specified in Section 11.12.
Purchaser and Seller agree that a final judgment in any such action or
proceeding (all right of review or appeal having been exhausted or expired)
shall be conclusive and may be enforced in other jurisdictions by suit on the

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<PAGE> 50
judgment or in any other manner provided by law. Nothing in this paragraph
shall affect the parties' right to serve legal process in any other manner
permitted by law.

11.12 Notices. All notices or other communications required or
permitted hereunder shall be in writing and shall be validly given if delivered
personally, by telefax, or sent by courier or by certified mail addressed, if
to Purchaser to:

TransAmerican Refining Corporation
14902 River Road
New Sarpy, Louisiana 70078
Attention: Gary Karr

with a copy to:

TransAmerican Refining Corporation
1300 North Sam Houston Parkway East, Suite 310
Houston, Texas 77032-2949
Attention: Legal Agent

and with a copy to:

Campbell, McCranie, Sistrunk, Anzelmo
& Hardy, P.C.
3445 North Causeway Boulevard, Suite 802
Metairie, Louisiana 70002
Attention: Burgess E. McCranie, Jr.

or to such other person or at such other place as Purchaser shall furnish to
Seller in writing, and if to Seller to:

GATX Terminals Corporation
500 West Monroe Street
Chicago, Illinois 60661
Attention: Richard J. Desiderio

-42-
<PAGE> 51
with a copy to:

Phelps Dunbar, L.L.P.
400 Poydras Street, 30th Floor
New Orleans, Louisiana 70130
Attention: Harvey D. Wagar, III

or to such other person or at such other place as Seller shall furnish to
Purchaser in writing. Notice given by telex shall be deemed delivered when
received as evidenced by their answer back. Notice given by certified mail as
set out above shall be deemed delivered five business days after the date the
same is postmarked. Notice given by courier shall be deemed delivered on the
next business day after dispatch.

11.13 Public Announcements. No party hereto shall issue any press
release or public announcement in connection with this Agreement or the
transactions contemplated hereby unless (i) the text thereof has been agreed to
by the other party, or (ii) issuance therefor is required by law.

11.14 No Recordation. Neither Seller nor Purchaser shall record
this Agreement or any memorandum thereof in the real property records of the
State of Louisiana.

11.15 Expenses. Except as expressly provided herein, whether the
transactions contemplated by this Agreement are consummated or fail to be
consummated for any reason whatsoever, each of the parties hereto shall pay its
own expenses and the fees of its counsel, accountants and other experts.
Additionally, Purchaser shall be responsible for (i) all title insurance
premiums for title insurance, if required by Purchaser, (ii) all costs and
expenses relating to Purchaser's inspection of the Dock Assets, and (iii) all
costs and expenses relating to the survey. Seller shall be responsible for
abstracting and title examination fees and charges incurred in connection with
the Commitment, not to exceed Thirty Thousand ($30,000.00) and No/100 Dollars.

11.16 Titles and Headings. Title and headings to sections herein
are inserted for convenience or reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.

11.17 Construction. The parties acknowledge that the parties and
their counsel have reviewed and revised this Agreement and that the normal rule
of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of this
Agreement or any exhibits or amendments thereto.

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<PAGE> 52
11.18 Governing Law. THE VALIDITY, PERFORMANCE AND ENFORCEMENT OF
THIS AGREEMENT SHALL BE GOVERNED BY THE LAW OF THE STATE OF LOUISIANA.

11.19 Assignment. Purchaser may assign its rights under this
Agreement to any affiliate of Purchaser (an "Affiliate Assignee") upon advance
written notice to Seller; provided however in the event of such assignment,
Purchaser shall not be relieved of its obligations hereunder and Stanley shall
not be relieved of his obligations under the Stanley Guaranty. Purchaser may
not otherwise assign its rights or obligations under this Agreement. No sale
of the Acquired Assets subsequent to Closing, whether to an Affiliate Assignee
or to a third party, shall relieve or release Purchaser from its obligations
under this Agreement or under any closing documents (including without
limitation the obligations under the General Release and Indemnity Agreement
and the Environmental Release and Indemnity Agreement. Notwithstanding
anything in this Agreement to the contrary, in the event that (i) Purchaser or
an Affiliate Assignee sells all or substantially all of the Terminal Assets to
a third party subsequent to the Closing, and (ii) such third party expressly
assumes Purchaser's obligations under the Environmental Release and Indemnity
Agreement, and (iii) such third party establishes a substitute escrow account
acceptable to Seller, in Seller's sole discretion, for the Environmental Escrow
Account, and (iv) the financial condition of such third party is, in Seller's
sole discretion, acceptable to Seller, then Seller will release Purchaser from
its obligations under the Environmental Release and Indemnity Agreement.
Nothing in this Agreement shall be construed to limit, preclude or prohibit
Purchaser, subsequent to the Closing, from transferring all or part of the
Acquired Assets to a third party.

11.20 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

11.21 TransTexas Gas Corporation. Notwithstanding anything in this
Agreement to the contrary, Purchaser and Seller stipulate that, for purposes of
the indemnities granted by Purchaser in this Agreement, TransTexas Gas
Corporation is not a party to any such indemnity and is not otherwise bound by
any such indemnity.

11.22 No Third-Party Beneficiaries. Each of the provisions of this
Agreement is for the sole and exclusive benefit of Seller and Purchaser and not
for the benefit of any other person.

11.23 Execution in Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement, and shall become a binding agreement when one or more counterparts
have been signed by each of the parties.

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<PAGE> 53
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

PURCHASER:
TRANSAMERICAN REFINING CORPORATION

By:
------------------------------------
Name: R. Glenn McGinnis
Title: Vice President of Manufacturing

SELLER:
GATX TERMINALS CORPORATION

By:
------------------------------------
Name: Richard J. Desiderio
Title: Vice President

-45-

<PAGE> 1
EXHIBIT 11.1

TRANSAMERICAN REFINING CORPORATION

Computation of Net Income Per Share
(In thousands, except per share data)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
OCTOBER 31, 1996
------------------

<S> <C>
Weighted average shares outstanding 30,000

Common equivalent shares related to
common stock purchase warrants 7,458
----------

Weighted average common and common
equivalent shares 37,458
==========

Net income $ 27,197
==========

Net income per share $ 0.73
==========
</TABLE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited condensed balance sheet at October 31, 1997 and the unaudited
condensed statement of operations for the nine months ended October 31, 1997 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> OCT-31-1997
<CASH> 11,973
<SECURITIES> 0
<RECEIVABLES> 924
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,242
<PP&E> 777,232
<DEPRECIATION> 22,060
<TOTAL-ASSETS> 1,002,964
<CURRENT-LIABILITIES> 34,390
<BONDS> 0
0
0
<COMMON> 300
<OTHER-SE> 179,398
<TOTAL-LIABILITY-AND-EQUITY> 1,002,964
<SALES> 0
<TOTAL-REVENUES> 571
<CGS> 0
<TOTAL-COSTS> 31,445
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,870
<INCOME-PRETAX> 4,595
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,595
<DISCONTINUED> 0
<EXTRAORDINARY> (94,580)
<CHANGES> 0
<NET-INCOME> (89,985)
<EPS-PRIMARY> (3.00)
<EPS-DILUTED> 0.00

</TABLE>