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                                                                  EXECUTION COPY










                     FIRST AMENDED STOCK PURCHASE AGREEMENT

                                     between

                         GATX RAIL CORPORATION ("RAIL"),

                 GATX TERMINALS HOLDING CORPORATION ("HOLDINGS")

                                       and

                KINDER MORGAN ENERGY PARTNERS, L.P. ("PURCHASER")

                                February 28, 2001



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                                TABLE OF CONTENTS

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ARTICLE 1             PURCHASE AND SALE OF TERMINALS..............................................1

                  1.1      Purchase and Sale of Terminals Stock...................................1

                  1.2      Payment at the Terminals Closing.......................................1

                  1.3      Determination of Working Capital Adjustment............................1

                  1.4      Purchase Price Allocation..............................................4

                  1.5      Additional Payment at Terminals Closing................................4

                  1.6      General and Administrative Expenses Regarding the Terminals
                           Companies..............................................................4

         ARTICLE 1A            PURCHASE AND SALE OF GPL...........................................4

                           1A.1     Purchase and Sale of GPL Stock................................4

                           1A.2     Payment at Closing............................................4

                           1A.3     Determination of Working Capital Adjustment and Debt
                                    Adjustment....................................................5

                           1A.4     Purchase Price Allocation.....................................7

ARTICLE 2             REPRESENTATIONS AND WARRANTIES OF SELLER WITH
                      RESPECT TO THE TERMINALS COMPANIES..........................................8

                  2.1      Authority of Seller....................................................8

                  2.2      Capitalization; Seller's Ownership of Terminals Companies..............8

                  2.3      Organization...........................................................9

                  2.4      Consents and Approvals.................................................9

                  2.5      Personal Property.....................................................10

                  2.6      Real Property.........................................................10

                  2.7      Leased Real Property..................................................10

                  2.8      Intellectual Property.................................................10

                  2.9      Financial Statements..................................................11

                  2.10     No Material Adverse Change............................................12

                  2.11     Tax Matters...........................................................12

                  2.12     Laws and Regulations; Litigation......................................13

                  2.13     ERISA and Related Matters.............................................14

                  2.14     Material Contracts....................................................16

                  2.15     Brokers, Etc..........................................................18

                  2.16     Insurance.............................................................18
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                  2.17     Employees.............................................................18

                  2.18     Environmental.........................................................18

                  2.19     Environmental Permits.................................................19

                  2.20     Affiliate Transactions................................................20

                  2.21     Licenses; Permits.....................................................20

                  2.22     Hedging...............................................................20

                  2.23     Bankruptcy............................................................20

                  2.24     Other Disclosures.....................................................20

         ARTICLE 2A            REPRESENTATIONS AND WARRANTIES OF SELLER
                               WITH RESPECT TO THE CALNEV COMPANIES..............................20

                           2A.1     Authority of Seller..........................................20

                           2A.2     Capitalization; Seller's Ownership of the Calnev
                                    Companies....................................................21

                           2A.3     Organization.................................................21

                           2A.4     Consents and Approvals.......................................21

                           2A.5     Personal Property............................................22

                           2A.6     Real Property................................................22

                           2A.7     Leased Real Property.........................................22

                           2A.8     Intellectual Property........................................23

                           2A.9     Financial Statements.........................................23

                           2A.10    No Material Adverse Change...................................23

                           2A.11    Tax Matters..................................................24

                           2A.12    Laws and Regulations; Litigation.............................25

                           2A.13    ERISA and Related Matters ...................................26

                           2A.14    Material Contracts...........................................28

                           2A.15    Brokers, Etc.................................................29

                           2A.16    Insurance....................................................29

                           2A.17    Employees....................................................29

                           2A.18    Environmental................................................30

                           2A.19    Environmental Permits........................................31

                           2A.20    Affiliate Transactions.......................................31
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                           2A.21    Licenses; Permits............................................31

                           2A.22    Hedging......................................................31

                           2A.23    Bankruptcy...................................................31

                           2A.24    Other Disclosures............................................31

ARTICLE 3             REPRESENTATIONS AND WARRANTIES OF PURCHASER................................31

                  3.1      Authority of Purchaser................................................31

                  3.2      Brokers, Etc..........................................................32

                  3.3      Securities............................................................32

                  3.4      Financing.............................................................32

                  3.5      Independent Investigation.............................................32

ARTICLE 4             COVENANTS OF SELLER WITH RESPECT TO THE
                      TERMINALS COMPANIES........................................................33

                  4.1      Corporate and Other Actions...........................................33

                  4.2      Full Access...........................................................33

                  4.3      Ordinary Course of Business...........................................33

                  4.4      HSR Filings...........................................................34

                  4.5      [Intentionally omitted]...............................................34

                  4.6      Registration Statements and Periodic Reports..........................34

                  4.7      Intercompany Accounts and Contracts...................................34

                  4.8      Conversion into Single-Member Limited Liability Companies.............35

                  4.9      No Solicitations......................................................35

                  4.10     Confidentiality.......................................................35

                  4.11     Insurance.............................................................36

                  4.12     Excluded Companies....................................................36

                  4.13     No Solicitation of Continuing Employees...............................36

                  4.14     Consents..............................................................37

                  4.15     Argo Lease............................................................37

         ARTICLE 4A            COVENANTS OF SELLER WITH RESPECT TO THE
                               CALNEV COMPANIES..................................................38

                           4A.1     Corporate and Other Actions..................................38

                           4A.2     Full Access..................................................38
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                           4A.3     Ordinary Course of Business..................................38

                           4A.4     Intercompany Accounts and Contracts..........................39

                           4A.5     Conversion into Single-Member Limited Liability Companies....39

                           4A.6     No Solicitations.............................................39

                           4A.7     Confidentiality..............................................40

                           4A.8     Insurance....................................................40

                           4A.9     No Solicitation of Continuing Employees......................40

                           4A.10    Consents Prior to the Calnev Closing.........................41

                           4A.11    HSR Filing With Respect to the Calnev Companies..............41

ARTICLE 5             COVENANTS OF PURCHASER WITH RESPECT TO THE
                      TERMINALS COMPANIES........................................................41

                  5.1      Corporate and Other Actions...........................................41

                  5.2      Confidentiality.......................................................41

                  5.3      Terminals Employees and Benefit Plans.................................42
                  5.4      Full Access...........................................................47

                  5.5      HSR Filings...........................................................47

                  5.6      Directors' and Officers' Indemnification..............................47

                  5.7      Use of GATX Name......................................................48

                  5.8      Assumption of Obligations.............................................48

                  5.9      Services to Terminal de Productos Especializados S.A. de C.V.;
                           Other Services........................................................48

                  5.10     License Agreement with KTSB...........................................48

                  5.11     Agreement with Nippon GATX Company Limited............................48

                  5.12     License to the Calnev Companies.......................................49

         ARTICLE 5A            COVENANTS OF PURCHASER WITH RESPECT TO THE
                               CALNEV COMPANIES..................................................49

                           5A.1     Corporate and Other Actions..................................49

                           5A.2     Confidentiality..............................................49

                           5A.3     Calnev Employees and Benefit Plans...........................49

                           5A.4     Full Access..................................................54

                           5A.5     Directors' and Officers' Indemnification.....................54
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                           5A.6     Use of GATX Name.............................................54

                           5A.7     HSR Filing With Respect to the Calnev Companies..............55

                           5A.8     Assumption of Obligations....................................55

ARTICLE 6             CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER
                      WITH RESPECT TO TERMINALS SALE.............................................55

                  6.1      Warranties True as of Both Present Date and Closing Date..............55

                  6.2      Compliance with Agreements and Covenants..............................56

                  6.3      Competition Law Approvals.............................................56

                  6.4      Injunctions; Consents.................................................56

                  6.5      Deliveries by Seller..................................................56

         ARTICLE 6A            CONDITIONS PRECEDENT TO OBLIGATIONS OF
                               PURCHASER WITH RESPECT TO CALNEV SALE.............................56

                           6A.1     Warranties True as of Both Present Date and Closing Date.....56

                           6A.2     Compliance with Agreements and Covenants.....................57

                           6A.3     Competition Law Approvals....................................57

                           6A.4     Injunctions; Consents........................................57

                           6A.5     Deliveries by Seller.........................................58

ARTICLE 7             CONDITIONS PRECEDENT TO OBLIGATIONS OF
                      SELLER WITH RESPECT TO TERMINALS COMPANIES SALE ...........................58

                  7.1      Warranties True as of Both Present Date and Closing Date..............58

                  7.2      Compliance with Agreements and Covenants..............................58

                  7.3      Competition Law Approvals.............................................58

                  7.4      Injunctions; Consents.................................................58

                  7.5      Deliveries by Purchaser...............................................58

         ARTICLE 7A            CONDITIONS PRECEDENT TO OBLIGATIONS OF
                               SELLER WITH RESPECT TO CALNEV SALE................................58

                           7A.1     Warranties True as of Both Present Date and Closing Date.....59

                           7A.2     Compliance with Agreements and Covenants.....................59

                           7A.3     Competition Law Approvals....................................59

                           7A.4     Injunctions; Consents........................................59

                           7A.5     Deliveries by Purchaser......................................59

ARTICLE 8             TERMINALS CLOSING..........................................................59
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                  8.1      Terminals Closing.....................................................59

                  8.2      Seller's Deliveries...................................................59

                  8.3      Purchaser's Deliveries................................................60

                  8.4      Termination...........................................................60

         ARTICLE 8A            CALNEV CLOSING; ASSET DIVISION....................................61

                           8A.1     Calnev Closing...............................................61

                           8A.2     Seller's Deliveries..........................................61

                           8A.3     Purchaser's Deliveries.......................................61

                           8A.4     Termination..................................................62

                           8A.5     Asset Division...............................................62

                           8A.6     Actions Taken Contemporaneously with Asset Division..........64

                           8A.7     Special Severance Payment....................................67

ARTICLE 9             SURVIVAL AND INDEMNIFICATION RELATING TO
                      TERMINALS SALE.............................................................67

                  9.1      Survival..............................................................67

                  9.2      Indemnification by Seller.............................................67

                  9.3      Indemnification by Purchaser..........................................69

                  9.4      Schedule 9.2(a) Matters...............................................70

         ARTICLE 9A            SURVIVAL AND INDEMNIFICATION RELATING TO
                               CALNEV SALE.......................................................71

                           9A.1     Survival.....................................................71

                           9A.2     Indemnification by Seller....................................71

                           9A.3     Indemnification by Purchaser.................................73

         ARTICLE 9B            SURVIVAL AND INDEMNIFICATION GENERALLY............................74

                           9B.1     Claims.......................................................74

                           9B.2     Notice of Third Party Claims; Assumption of Defense..........74

                           9B.3     Settlement or Compromise.....................................75

                           9B.4     Time Limits..................................................75

                           9B.5     Net Losses and Subrogation...................................75

                           9B.6     Purchase Price Adjustments...................................76

                           9B.7     Limitations on Liability of Seller...........................76
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                           9B.8     Limitations on Liability of Purchaser........................78

ARTICLE 10            TAX MATTERS WITH RESPECT TO THE TERMINALS
                      COMPANIES..................................................................79

                  10.1     Liability for Taxes...................................................79

                  10.2     Tax Returns...........................................................80

                  10.3     Cooperation on Tax Matters............................................82

                  10.4     Carrybacks and Refunds................................................83

                  10.5     Survival..............................................................83

                  10.6     Conflict..............................................................83

                  10.7     Transfer Taxes........................................................83

         ARTICLE 10A           TAX MATTERS WITH RESPECT TO THE CALNEV............................84

                           10A.1    Liability for Taxes..........................................84

                           10A.2    Tax Returns..................................................85

                           10A.3    Cooperation on Tax Matters...................................87

                           10A.4    Carrybacks and Refunds.......................................88

                           10A.5    Survival.....................................................88

                           10A.6    Conflict.....................................................88

ARTICLE 11            MISCELLANEOUS..............................................................88

                  11.1     Expenses..............................................................88

                  11.2     Amendment.............................................................88

                  11.3     Notices...............................................................88

                  11.4     Waivers...............................................................89

                  11.5     Counterparts..........................................................89

                  11.6     Headings..............................................................89

                  11.7     Applicable Law........................................................89

                  11.8     Assignment............................................................89

                  11.9     No Third Party Beneficiaries..........................................89

                  11.10    Forum; Waiver of Jury Trial...........................................90

                  11.11    Schedules.............................................................90

                  11.12    Incorporation.........................................................90

                  11.13    Complete Agreement....................................................90
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                  11.14    Disclaimer............................................................90

                  11.15    Knowledge Defined.....................................................91

                  11.16    Public Announcements..................................................91

                  11.17    Defined Terms.........................................................91

                  11.18    Currency..............................................................91

                  11.19    References............................................................91

                  11.20    Employer Identification Numbers.......................................91
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                                    EXHIBITS

   Exhibit A - Confidentiality Agreement

   Exhibit B -Services Agreement

   Exhibit C - Terminals Closing Balance Sheet



                                    SCHEDULES

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<S>             <C>
   1.4          Terminals Asset Allocation

   1A.4         Calnev Asset Allocation

   2.2          Capitalization; Ownership

   2.3          Organization

   2.4          Consents and Approvals

   2.6          Real Property

   2.7          Real Property Leases

   2.8          Intellectual Property

   2.9(a)       Combined Financial Statements

   2.9(b)       Audited September 30th Balance Sheet

   2.9(c)       Terminals September 30th Balance Sheet

   2.9(d)       Terminals Companies December 31, 2000 Financial Statements

   2.9(e)       Bonds, Deposits, Financial Assurance and Insurance Coverage

   2.10         No Material Adverse Change

   2.11         Tax Matters

   2.12(a)      No Violations of Law

   2.12(b)      Litigation

   2.13         ERISA Matters

   2.13(a)      GATX Corporation Summary of Benefit Plans with Acceleration Provisions

   2.14         Material Contracts

   2.16         Insurance Policies

   2.17         Employee Matters

   2.18         Environmental Matters

   2.19         Environmental Permits

   2.20         Affiliate Transactions

   2.21         Licenses, Permits and Authorizations
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   2.24         Banks

   2A.9(b)      Calnev September 30th Balance Sheet

   2A.12(c)     Tariffs and Rates

   3.4          Purchaser's Financial Resources

   4.3          Ordinary Course

   4.7          Intercompany Payables and Agreements

   5.3(a)       Terminals Employees

   5.8          Parental Guarantees

   6.4(b)       Additional Consents Required for Closing

   9.2(a)       Special Indemnification Matters

   11.15(a)     Knowledge of Seller

   11.15(b)     Knowledge of Purchaser
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                     FIRST AMENDED STOCK PURCHASE AGREEMENT

         THIS FIRST AMENDED STOCK PURCHASE AGREEMENT is entered into on the 28th
day of February, 2001, between GATX RAIL CORPORATION, a corporation organized
under the laws of New York ("Rail"), GATX TERMINALS HOLDING CORPORATION, a
Delaware corporation and a wholly-owned subsidiary of Rail ("Holdings" and,
together with Rail, "Seller") and KINDER MORGAN ENERGY PARTNERS, L.P., a
Delaware limited partnership ("Purchaser").

         WHEREAS, subject to the terms and conditions set forth herein, Seller
desires to sell, assign and transfer to Purchaser, and Purchaser desires to
purchase and take assignment and delivery from Seller of, all of the issued and
outstanding shares of capital stock of GATX Terminals Corporation, a Delaware
corporation, which shall be converted into a single-member limited liability
company prior to the Terminals Closing Date ("Terminals"); and

         WHEREAS, subject to the terms and conditions set forth herein, Seller
desires to sell, assign and transfer to Purchaser, and Purchaser desires to
purchase and take assignment and delivery from Seller of, all of the issued and
outstanding shares of capital stock of GATX Pipe Line Company, a Delaware
corporation, which shall be converted into a single-member limited liability
company prior to the Calnev Closing Date ("GPL").

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, Purchaser and Seller agree as follows:

                                   ARTICLE 1
                         PURCHASE AND SALE OF TERMINALS

         1.1  Purchase and Sale of Terminals Stock. Subject to the terms and
conditions hereof, at the Terminals Closing (as defined below), Seller shall
sell, assign and deliver to Purchaser, and Purchaser shall purchase and take
assignment and delivery of, all of the issued and outstanding shares of capital
stock, such capital stock having been converted into a limited liability company
membership interest prior to the Terminals Closing Date, of Terminals (the
"Terminals Stock").

         1.2  Payment at the Terminals Closing. Subject to the terms and
conditions hereof, at the closing of the transactions contemplated by Section
1.1 hereof (the "Terminals Closing"), Purchaser shall pay, by wire transfer of
same-day funds, the amount of $784,000,000 less $168,970,000 (which is the
Terminals Aggregate Non-Current Balance Sheet Liability reflected on the
Terminals Closing Balance Sheet) (the "Terminals Purchase Price"). The Terminals
Purchase Price shall be payable to Seller to such accounts as Seller may direct
in advance of the Terminals Closing. The Terminals Purchase Price is subject to
adjustment pursuant to Section 1.3 below.

         1.3  Determination of Working Capital Adjustment.


              (a)    Closing Balance Sheet. In order to determine the Terminals
         Working Capital Adjustment, Seller has prepared and delivered to
         Purchaser the Terminals Closing Balance Sheet. The Terminals Closing
         Balance Sheet was prepared using accounting

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         principles and significant estimates in accordance with GAAP and
         consistent with those used in the preparation of the Terminals
         September 30th Balance Sheet and shall take into account the Terminals
         Adjustments. Seller shall permit Purchaser's accountants reasonable
         access (i) to Seller's accountants and (ii) to review all work papers
         and other pertinent information requested from time to time and used in
         connection with the preparation of the Terminals Closing Balance Sheet.

              (b)    Working Capital Adjustment. If Terminals Working Capital as
         shown on the Terminals Closing Balance Sheet is less than the Terminals
         Working Capital as shown on the Terminals September 30th Balance Sheet,
         then Seller shall remit to Purchaser the Terminals Working Capital
         Adjustment. Seller shall remit the undisputed portion of such amount,
         together with interest thereon at the prime interest rate as reported
         in The Wall Street Journal on the Terminals Closing Date (the "Prime
         Interest Rate") plus 2%, calculated on an annual basis (based on a
         365-day year) but prorated for the actual number of days for which
         interest is to be paid (i.e., the number of days from the Terminals
         Closing Date to the date of payment), by wire transfer of same-day
         funds, not later than the fifteenth (15th) business day after the
         Terminals Closing Date, to an account that Purchaser shall designate to
         Seller. Seller shall retain the disputed portion of such amount until
         the dispute is resolved pursuant to the procedures set forth in Section
         1.3(c) below. If Terminals Working Capital as shown on the Terminals
         Closing Balance Sheet is greater than the Terminals Working Capital as
         shown on the Terminals September 30th Balance Sheet, then Purchaser
         shall remit to Seller the Terminals Working Capital Adjustment.
         Purchaser shall remit the undisputed portion of such amount, together
         with interest thereon at the Prime Interest Rate plus 2% calculated on
         an annual basis (based on a 365-day year) but prorated for the actual
         number of days for which interest is to be paid (i.e., the number of
         days from the Terminals Closing Date to the date of payment), by wire
         transfer of same-day funds, not later than the fifteenth (15th)
         business day after the Terminals Closing Date, to an account that
         Seller shall designate to Purchaser. Purchaser shall retain the
         disputed portion of such amount until the dispute is resolved pursuant
         to Section 1.3(c) below.

              (c)    Disputes. If Purchaser notifies Seller in writing within
         fifteen (15) business days after the Terminals Closing Date that
         Purchaser disagrees with the determination of Terminals Working Capital
         as shown on the Terminals Closing Balance Sheet, for the reason that
         the determination does not meet the criteria set forth in Section
         2.9(c) ("Terminals Dispute Notice") and such Terminals Dispute Notice
         (i) states with reasonable specificity the basis for such disagreement
         and quantifies such dispute and (ii) seeks an adjustment to the
         Terminals Working Capital reflected on the Terminals Closing Balance
         Sheet of at least $340,000, Seller and Purchaser shall attempt in good
         faith to resolve such dispute as soon as possible. If the parties are
         unable to resolve such dispute within fifteen (15) days after Seller's
         receipt of such Terminals Dispute Notice, Seller and Purchaser shall,
         as soon as reasonably practicable thereafter, jointly submit such
         dispute for arbitration to an independent certified public accounting
         firm mutually acceptable to Seller and Purchaser (or, if the parties
         cannot agree within one week on such an arbitrating accounting firm, to
         the Chicago office of Arthur Andersen LLP (the "Terminals Arbitrating
         Accounting Firm")) for the purpose of resolving the dispute set forth
         in such Terminals Dispute Notice. The review performed by the Terminals


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         Arbitrating Accounting Firm shall be limited to the unresolved issues
         identified in the Terminals Dispute Notice, which issues shall relate
         only to the accounting determinations specified in the first sentence
         of this Section 1.3(c). The Terminals Arbitrating Accounting Firm shall
         review and decide the issue or issues that are the subject of such
         dispute as specified in such Terminals Dispute Notice within thirty
         (30) days after such submission. The decision of the Terminals
         Arbitrating Accounting Firm shall be set forth in writing and delivered
         to Seller and Purchaser. The decision of the Terminals Arbitrating
         Accounting Firm shall be final and binding on Seller and Purchaser, and
         the Terminals Working Capital reflected on the Terminals Closing
         Balance Sheet, as adjusted to reflect the determination of the
         Terminals Arbitrating Accounting Firm, shall constitute the final and
         binding "Terminals Working Capital" for purposes of Section 1.3(b);
         provided, that the Terminals Working Capital reflected on the Terminals
         Closing Balance Sheet shall not be adjusted unless and until the
         decision of the Terminals Arbitrating Accounting Firm would result in
         an adjustment to the Terminals Working Capital shown on the Terminals
         Closing Balance Sheet submitted by Seller of at least $340,000. If the
         final and binding Terminals Working Capital as determined by the
         Terminals Arbitrating Accounting Firm would result in a refund of
         certain of the amounts paid by Purchaser to Seller with respect to the
         delivery of the Terminals Closing Balance Sheet (the "Terminals Initial
         Payment"), then, not later than the third (3rd) business day after
         delivery of the decision of the Terminals Arbitrating Accounting Firm,
         Seller shall remit such refund, together with interest thereon at the
         Prime Interest Rate plus 2% calculated on an annual basis (based on a
         365-day year) but prorated for the actual number of days for which
         interest is to be paid (i.e., the number of days from the date of
         Terminals Initial Payment to the date of payment), by wire transfer of
         same-day funds to an account that Purchaser shall designate to Seller.
         If the final and binding Terminals Working Capital as determined by the
         Terminals Arbitrating Accounting Firm would result in an additional
         payment from Purchaser to Seller, then, not later than the third (3rd)
         business day after delivery of the decision of the Terminals
         Arbitrating Accounting Firm, Purchaser shall remit such additional
         amount, together with interest thereon at the Prime Interest Rate plus
         2%, calculated on an annual basis (based on a 365-day year) but
         prorated for the actual number of days for which interest is to be paid
         (i.e., the number of days from the Terminals Closing Date to the date
         of payment), by wire transfer of same-day funds to an account that
         Seller shall designate to Purchaser. The fees and costs of the
         Terminals Arbitrating Accounting Firm shall be shared equally by
         Purchaser and Seller.

              (d)    Adjustments Not Subject to Limitation. Any amounts paid to
         Purchaser as a result of adjustments under this Section 1.3 shall not
         be subject to, or impact in any way, any limitations, including without
         limitation any basket or cap, contained in this Agreement. The
         Terminals Purchase Price shall be deemed adjusted downwards or upwards,
         as the case may be, by the amounts, if any, remitted by Seller or
         Purchaser under this Section 1.3. Notwithstanding anything to the
         contrary contained in this Agreement, if and to the extent Seller pays
         a Terminals Working Capital Adjustment to Purchaser, then Seller shall
         have no additional liability to Purchaser whatsoever (pursuant to
         Section 2.9 or Section 9.2 hereof or otherwise) with respect to the
         Terminals Working Capital shortfall that resulted in a reduction in the
         Terminals Purchase Price pursuant to this Section 1.3.





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         1.4  Purchase Price Allocation. Seller and Purchaser agree to allocate
the Terminals Purchase Price for the Terminals Companies' assets as set forth on
Schedule 1.4 (the "Terminals Asset Allocation"). The Terminals Asset Allocation
shall be revised after all adjustments, if any, have been made to the Terminals
Purchase Price in accordance with Section 1.3. The Terminals Asset Allocation
shall be completed in the manner required by Section 1060 of the Code. Seller
and Purchaser further agree to comply with all filing, notice and reporting
requirements described in Section 1060 of the Code and the Treasury Regulations
promulgated thereunder, including the timely preparation and filing of Form 8594
based on the Terminals Asset Allocation. Seller and Purchaser hereby agree that
they will report the federal, state, foreign and other tax consequences of the
transactions contemplated by this Agreement in a manner consistent with the
Terminals Asset Allocation.

         1.5  Additional Payment at Terminals Closing. Subject to the terms and
conditions hereof, at the Terminals Closing, Purchaser shall pay to Seller, by
wire transfer of same-day funds to such accounts as Seller may direct in advance
of the Terminals Closing, in addition to any amounts payable pursuant to Section
1.2 or Section 1.3, an amount equal to the sum of $11,000,000. The parties
hereby agree that such amount represents an interest payment with respect to
indebtedness of the Terminals Companies.

         1.6  General and Administrative Expenses Regarding the Terminals
Companies. Seller shall either pay directly or reimburse Purchaser for all of
the general and administrative expenses of the Terminals Companies in connection
with the Chicago office of Seller that are billed or invoiced subsequent to
February 28, 2001, whether incurred directly by Seller and its Affiliates or
allocated indirectly by Seller or an Affiliate to any of the Terminals Companies
(it being understood that the obligation of reimbursement pursuant to this
sentence is in no way subject to or limited by the provisions of Section 9B.7).

                                   ARTICLE 1A
                            PURCHASE AND SALE OF GPL

         1A.1 Purchase and Sale of GPL Stock. Subject to the terms and
conditions hereof, at the Calnev Closing (as defined below), Seller shall sell,
assign and deliver to Purchaser, and Purchaser shall purchase and take
assignment and delivery of, all of the issued and outstanding shares of capital
stock, such capital stock having been converted into a limited liability company
membership interest prior to the Calnev Closing Date, of GPL (the "GPL Stock").

         1A.2 Payment at Closing. Subject to the terms and conditions hereof, at
the closing of the transactions contemplated by Section 1A.1 hereof (the "Calnev
Closing"), Purchaser shall pay, by wire transfer of same-day funds, the amount
of $375,000,000 less the Calnev Aggregate Non-Current Balance Sheet Liability
reflected on the Calnev September 30th Balance Sheet (the "Calnev Purchase
Price"). The Calnev Purchase Price shall be payable to Seller to such accounts
as Seller may direct in advance of the Calnev Closing. The Calnev Purchase Price
is subject to adjustment pursuant to Section 1A.3 below.




                                       4
<PAGE>   16

         1A.3 Determination of Working Capital Adjustment and Debt Adjustment.


              (a)    Closing Balance Sheet. In order to determine the Calnev
         Working Capital Adjustment and the Calnev Debt Adjustment, Seller shall
         prepare and deliver to Purchaser, within sixty (60) days following the
         Calnev Closing Date, the Calnev Closing Balance Sheet. The Calnev
         Closing Balance Sheet shall be prepared by Seller at its own expense
         with the assistance of personnel of Calnev as may be reasonably
         requested by Seller. The Calnev Closing Balance Sheet shall be prepared
         using accounting principles and significant estimates in accordance
         with GAAP and consistent with those used in the preparation of the
         Calnev September 30th Balance Sheet and shall take into account the
         Calnev Adjustments. During and after preparation of such Calnev Closing
         Balance Sheet, Seller shall permit Purchaser's accountants reasonable
         access (i) to Seller's accountants and (ii) to review all work papers
         and other pertinent information requested from time to time and used in
         connection with the preparation of the Calnev Closing Balance Sheet.

              (b)    Working Capital Adjustment. If Calnev Working Capital as
         shown on the Calnev Closing Balance Sheet is less than Calnev Working
         Capital as shown on the Calnev September 30th Balance Sheet, then
         Seller shall remit to Purchaser the Calnev Working Capital Adjustment.
         Seller shall remit the undisputed portion of such amount, together with
         interest thereon at the Prime Interest Rate plus 2%, calculated on an
         annual basis (based on a 365-day year) but prorated for the actual
         number of days for which interest is to be paid (i.e., the number of
         days from the Calnev Closing Date to the date of payment), by wire
         transfer of same-day funds, not later than the fifteenth (15th)
         business day after delivery to Purchaser of the Calnev Closing Balance
         Sheet, to an account that Purchaser shall designate to Seller. Seller
         shall retain the disputed portion of such amount until the dispute is
         resolved pursuant to the procedures set forth in Section 1A.3(d) below.
         If Calnev Working Capital as shown on the Calnev Closing Balance Sheet
         is greater than the Calnev Working Capital as shown on the Calnev
         September 30th Balance Sheet, then Purchaser shall remit to Seller the
         Calnev Working Capital Adjustment. Purchaser shall remit the undisputed
         portion of such amount, together with interest thereon at the Prime
         Interest Rate plus 2% calculated on an annual basis (based on a 365-day
         year) but prorated for the actual number of days for which interest is
         to be paid (i.e., the number of days from the Calnev Closing Date to
         the date of payment), by wire transfer of same-day funds, not later
         than the fifteenth (15th) business day after delivery to Purchaser of
         the Calnev Closing Balance Sheet, to an account that Seller shall
         designate to Purchaser. Purchaser shall retain the disputed portion of
         such amount until the dispute is resolved pursuant to Section 1A.3(d)
         below.

              (c)    Debt Adjustment. If the Calnev Aggregate Non-Current
         Balance Sheet Liability as shown on the Calnev Closing Balance Sheet is
         greater than the Calnev Aggregate Non-Current Balance Sheet Liability
         as shown on the Calnev September 30th Balance Sheet, then Seller shall
         remit to Purchaser the Calnev Debt Adjustment. Seller shall remit the
         undisputed portion of such amount, together with interest thereon at
         the Prime Interest Rate plus 2%, calculated on an annual basis (based
         on a 365-day year) but prorated for the actual number of days for which
         interest is to be paid (i.e., the number of days from the Calnev
         Closing Date to the date of payment), by wire transfer of same-day



                                       5
<PAGE>   17

         funds, not later than the fifteenth (15th) business day after delivery
         to Purchaser of the Calnev Closing Balance Sheet, to an account that
         Purchaser shall designate to Seller. Seller shall retain the disputed
         portion of such amount until the dispute is resolved pursuant to the
         procedures set forth in Section 1A.3(d) below. If the Calnev Aggregate
         Non-Current Balance Sheet Liability as shown on the Calnev Closing
         Balance Sheet is less than the Calnev Aggregate Non-Current Balance
         Sheet Liability as shown on the Calnev September 30th Balance Sheet,
         then Purchaser shall remit to Seller the Calnev Debt Adjustment.
         Purchaser shall remit the undisputed portion of such amount, together
         with interest thereon at the Prime Interest Rate plus 2% calculated on
         an annual basis (based on a 365-day year) but prorated for the actual
         number of days for which interest is to be paid (i.e., the number of
         days from the Calnev Closing Date to the date of payment), by wire
         transfer of same-day funds, not later than fifteenth (15th) business
         day after delivery to Purchaser of the Calnev Closing Balance Sheet, to
         an account that Seller shall designate to Purchaser. Purchaser shall
         retain the disputed portion of such amount until the dispute is
         resolved pursuant to the procedures set forth in Section 1A.3(d).

              (d)    Disputes. If Purchaser notifies Seller in writing within
         fifteen (15) business days after receipt of the Calnev Closing Balance
         Sheet that Purchaser disagrees with the determination of Calnev Working
         Capital or Calnev Aggregate Non-Current Balance Sheet Liability, in
         each case as shown on the Calnev Closing Balance Sheet, for the reason
         that the determination does not meet the criteria set forth in Section
         2A.9(b) ("Calnev Dispute Notice"), and such Calnev Dispute Notice (i)
         states with reasonable specificity the basis for such disagreement and
         quantifies such dispute and (ii) with respect to Calnev Working
         Capital, seeks an adjustment to the Calnev Working Capital reflected on
         the Calnev Closing Balance Sheet of at least $160,000, Seller and
         Purchaser shall attempt in good faith to resolve such dispute as soon
         as possible. If the parties are unable to resolve such dispute within
         fifteen (15) days after Seller's receipt of such Calnev Dispute Notice,
         Seller and Purchaser shall as soon as reasonably practicable thereafter
         jointly submit such dispute for arbitration to an independent certified
         public accounting firm mutually acceptable to Seller and Purchaser (or,
         if the parties cannot agree within one week on such an arbitrating
         accounting firm, to the Chicago office of Arthur Andersen LLP (the
         "Calnev Arbitrating Accounting Firm")) for the purpose of resolving the
         dispute set forth in such Calnev Dispute Notice. The review performed
         by the Calnev Arbitrating Accounting Firm shall be limited to the
         unresolved issues identified in the Calnev Dispute Notice, which issues
         shall relate only to the accounting determinations specified in the
         first sentence of this Section 1A.3(d). The Calnev Arbitrating
         Accounting Firm shall review and decide the issue or issues that are
         the subject of such dispute as specified in such Calnev Dispute Notice
         within thirty (30) days after such submission. Seller and Purchaser
         hereby agree, and the Calnev Arbitrating Accounting Firm shall be
         directed, that the Calnev Closing Balance Sheet estimates for reserves
         included in the Calnev Aggregate Non-Current Balance Sheet Liability
         shall be conclusive unless it is established that, based solely on
         information available at the Calnev Closing, there was no reasonable
         basis for the change (if any) in such estimates from September 30, 2000
         to the date of the Calnev Closing. The decision of the Calnev
         Arbitrating Accounting Firm shall be set forth in writing and delivered
         to Seller and Purchaser. The decision of the Calnev Arbitrating
         Accounting Firm shall be final and binding on Seller and Purchaser, and
         the Calnev Working Capital and/or the Calnev




                                       6
<PAGE>   18

         Aggregate Non-Current Balance Sheet Liability reflected on the Calnev
         Closing Balance Sheet, as adjusted to reflect the determination of the
         Calnev Arbitrating Accounting Firm, shall constitute the final and
         binding "Calnev Working Capital" for purposes of Section 1A.3(b) and/or
         "Calnev Aggregate Non-Current Balance Sheet Liability" for purposes of
         Section 1A.3(c) (as applicable); provided, that the Calnev Working
         Capital reflected on the Calnev Closing Balance Sheet shall not be
         adjusted unless and until the decision of the Calnev Arbitrating
         Accounting Firm would result in an adjustment to the Calnev Working
         Capital shown on the Calnev Closing Balance Sheet submitted by Seller
         of at least $160,000. If the final and binding Calnev Working Capital
         and/or Calnev Aggregate Non-Current Balance Sheet Liability as
         determined by the Calnev Arbitrating Accounting Firm would result in a
         refund of certain of the amounts paid by Purchaser to Seller with
         respect to the delivery of the Calnev Closing Balance Sheet (the
         "Calnev Initial Payment"), then, not later than the third (3rd)
         business day after delivery of the decision of the Calnev Arbitrating
         Accounting Firm, Seller shall remit such refund, together with interest
         thereon at the Prime Interest Rate plus 2% calculated on an annual
         basis (based on a 365-day year) but prorated for the actual number of
         days for which interest is to be paid (i.e., the number of days from
         the date of Calnev Initial Payment to the date of payment), by wire
         transfer of same-day funds to an account that Purchaser shall designate
         to Seller. If the final and binding Calnev Working Capital and/or
         Calnev Aggregate Non-Current Balance Sheet Liability as determined by
         the Calnev Arbitrating Accounting Firm would result in an additional
         payment from Purchaser to Seller, then, not later than the third (3rd)
         business day after delivery of the decision of the Calnev Arbitrating
         Accounting Firm, Purchaser shall remit such additional amount, together
         with interest thereon at the Prime Interest Rate plus 2%, calculated on
         an annual basis (based on a 365-day year) but prorated for the actual
         number of days for which interest is to be paid (i.e., the number of
         days from the Calnev Closing Date to the date of payment), by wire
         transfer of same-day funds to an account that Seller shall designate to
         Purchaser. The fees and costs of the Calnev Arbitrating Accounting Firm
         shall be shared equally by Purchaser and Seller.

              (e)    Adjustments Not Subject to Limitation. Any amounts paid to
         Purchaser as a result of adjustments under this Section 1A.3 shall not
         be subject to, or impact in any way, any limitations, including without
         limitation any basket or cap, contained in this Agreement. The Calnev
         Purchase Price shall be deemed adjusted downwards or upwards, as the
         case may be, by the amounts, if any, remitted by Seller or Purchaser
         under this Section 1A.3. Notwithstanding anything to the contrary
         contained in this Agreement, if and to the extent Seller pays a Calnev
         Working Capital Adjustment or a Calnev Debt Adjustment to Purchaser,
         then Seller shall have no additional liability to Purchaser whatsoever
         (pursuant to Section 2A.9 or Section 9A.2 hereof or otherwise) with
         respect to the Calnev Working Capital shortfall or the incremental
         Calnev Aggregate Non-Current Balance Sheet Liability that resulted in a
         reduction in the Calnev Purchase Price pursuant to this Section 1A.3.

         1A.4 Purchase Price Allocation. Seller and Purchaser agree to allocate
the Calnev Purchase Price for the assets of the Calnev Companies as set forth on
Schedule 1A.4 (the "Calnev Asset Allocation"). The Calnev Asset Allocation shall
be revised after all adjustments, if any, have been made to the Calnev Purchase
Price in accordance with Section 1A.3. The


                                       7
<PAGE>   19

Calnev Asset Allocation shall be completed in the manner required by Section
1060 of the Code. Seller and Purchaser further agree to comply with all filing,
notice and reporting requirements described in Section 1060 of the Code and the
Treasury Regulations promulgated thereunder, including the timely preparation
and filing of Form 8594 based on the Calnev Asset Allocation. Seller and
Purchaser hereby agree that they will report the federal, state, foreign and
other tax consequences of the transactions contemplated by this Agreement in a
manner consistent with the Calnev Asset Allocation.

                                   ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE TERMINALS COMPANIES

         Holdings and Rail jointly and severally represent and warrant to
Purchaser as follows (it being understood that, notwithstanding anything to the
contrary contained herein, Holdings and Rail are not making any representations
or warranties as to whether the conversion (whether by state law conversion or
merger) of the Terminals Companies into limited liability companies pursuant to
Section 4.8 hereof would result in a violation or breach of any of the matters
set forth in (i) the third sentence of Section 2.3, (ii) the first sentence of
Section 2.4, (iii) clause (b) of the second sentence of Section 2.7, (iv)
Section 2.9(c), (v) Section 2.10, (vi) Section 2.12(a) (solely as it relates to
foreign qualifications), (vii) Section 2.12(b), (viii) Section 2.13, (ix)
Section 2.14(c), (x) Section 2.16, (xi) Section 2.18(b), (xii) Section 2.19 or
(xiii) Section 2.21):

         2.1 Authority of Seller. Each of Rail and Holdings is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of New York and Delaware (as applicable) and has all requisite corporate
power and authority to enter into this Agreement and to carry out the
transactions contemplated herein. Terminals is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware
and, upon conversion into a single-member limited liability company, shall be a
duly organized and validly existing limited liability company in good standing
under the laws of the State of Delaware. The execution, delivery and performance
of this Agreement by Rail and Holdings has been duly authorized by all necessary
corporate action. This Agreement has been duly and validly executed and
delivered by Rail and Holdings and constitutes the legal, valid and binding
obligation of Rail and Holdings, enforceable against Rail and Holdings in
accordance with its terms, except as may be limited by (a) applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws from time to
time in effect which affect creditors' rights generally or (b) legal and
equitable limitations on the availability of specific remedies.

         2.2 Capitalization; Seller's Ownership of Terminals Companies.

              (a)    Schedule 2.2 sets forth each Person, other than certain
         Excluded Companies, of which Terminals, directly or indirectly, (i)
         owns all of the capital stock and (ii) upon conversion of such Persons
         into single-member limited liability companies prior to the Terminals
         Closing, will own all of the membership interests (all such Persons,
         both prior to and after having been converted into single-member
         limited liability companies, together with Terminals, being referred to
         as the "Terminals Companies" and each individually as a "Terminals
         Company"). The authorized, issued and outstanding capital stock of each
         of the Terminals Companies is as set forth on Schedule 2.2 (which



                                       8
<PAGE>   20

         Schedule for the purposes of this Section 2.2 shall be deemed to
         exclude the Calnev Companies) and the issued and outstanding capital
         stock of each of the Terminals Companies is duly authorized, fully paid
         and nonassessable. Upon conversion into single-member limited liability
         companies and at the Terminals Closing, the membership interests of
         each of the Terminals Companies will be fully paid and nonassessable,
         owned beneficially and of record by Holdings, with respect to
         Terminals, and, directly or indirectly, by Terminals, with respect to
         the Terminals Companies other than Terminals.

              (b)    There are no outstanding options, rights, warrants,
         Contracts or commitments for the issuance or sale by Seller or any of
         the Terminals Companies of, or any securities of any of the Terminals
         Companies convertible into or exchangeable for, any shares of capital
         stock of any of the Terminals Companies (whether treasury or issued and
         outstanding), and there is no agreement or arrangement not yet fully
         performed which would result in the creation of any of the foregoing.

              (c)    Holdings owns and has, and at the Terminals Closing shall
         transfer to Purchaser, good and valid title to the Terminals Stock,
         free and clear of all Liens. The Terminals Stock constitutes all the
         issued and outstanding capital stock of Terminals.

         2.3 Organization. Each of the Terminals Companies is a corporation or
other business entity validly existing under the laws of the jurisdiction of its
organization. Schedule 2.3 sets forth the jurisdictions in which each of the
Terminals Companies is incorporated and is duly licensed or qualified to do
business as a foreign corporation. Each of the Terminals Companies has all
requisite corporate power to own, lease and operate its properties and to carry
on its business as now being conducted, is duly qualified to do business and is
in good standing in each jurisdiction where the conduct of its business or
ownership of its properties requires such qualification, except where the
failure to qualify would not reasonably be expected to have a Terminals Material
Adverse Effect.

         2.4 Consents and Approvals. The execution and delivery of this
Agreement by Rail and Holdings does not, and the consummation of the
transactions contemplated by Section 1.1 hereof and performance by Rail and
Holdings of their obligations hereunder, assuming the receipt of the consents,
approvals and waivers listed on Schedule 2.4, will not: (a) violate or
constitute a default under any term, condition or provision of (i) the charter,
bylaws or analogous organizational documents of Rail, Holdings or any of the
Terminals Companies; or (ii) any Contract, lease, collective bargaining
agreement (or agreements relating thereto), instrument, mortgage, permit,
Governmental authorization, license or franchise to which Rail, Holdings or any
of the Terminals Companies is a party or by which any of their respective
properties are bound; (b) result in the creation of any Lien upon any of the
Terminals Companies' respective stock, securities, membership interests or
properties or give to others any interest or right in any of the Terminals
Companies' respective stock, securities, membership interests or properties,
including, but not limited to, a right to purchase any of such stock,
securities, membership interests or properties; (c) require any consent,
Governmental authorization or approval under any Law or any judicial,
administrative or arbitration order, award, judgment, writ, injunction or decree
applicable to Rail, Holdings or any of the Terminals Companies; or (d) result in
the suspension, modification, revocation or nonrenewal of any license, permit or
Governmental authorization issued or granted to any of the Terminals Companies
by Governmental Authorities




                                       9
<PAGE>   21

that are necessary for the conduct of the business of the Terminals Companies,
except, with respect of each of clauses (a)(ii)-(d), for matters that are not
reasonably expected to have a Terminals Material Adverse Effect. Except as set
forth on Schedule 2.4, the failure of any Person not a party hereto to authorize
or approve this Agreement will not give any Person the right to enjoin, rescind
or otherwise prevent or impede the sale of the Terminals Stock to Purchaser in
accordance with the terms of this Agreement or to reach in any fashion the
Terminals Stock in the hands of the Purchaser following the Terminals Closing or
to obtain damages from, or any other judicial relief against, Purchaser as a
result of the transactions carried out in accordance with the provisions of this
Agreement.

         2.5 Personal Property. The Terminals Companies have good and valid
title to their material respective personal properties reflected in the
Terminals Companies December 31, 2000 Financial Statements or acquired after the
date thereof (except for properties sold or otherwise disposed of since the date
thereof in the ordinary course of business) free and clear of all Liens, except
for Terminals Permitted Liens.

         2.6 Real Property. Schedule 2.6 contains a true and correct list of all
Terminals Real Property that is owned by the Terminals Companies. Except as set
forth on Schedule 2.6, to Seller's knowledge, the Terminals Real Property is
owned by a Terminals Company free and clear of all Liens, except for: (a) Liens
reflected in the Terminals Companies December 31, 2000 Financial Statements, (b)
Liens arising by operation of Law for taxes not yet due and payable, (c)
imperfections or irregularities of title and other Liens that would not
reasonably be expected to have a Terminals Material Adverse Effect and (d)
zoning, planning and other restrictions of record.

         2.7 Leased Real Property. Schedule 2.7 contains a true and correct list
of all Terminals Leased Real Property that is held by the Terminals Companies
under valid and subsisting leases. Except as set forth on Schedule 2.7, (a)
during the twelve (12) months prior to the date hereof, none of the Terminals
Companies has received any notice of default under any lease pertaining to any
Terminals Leased Real Property and (b) to Seller's knowledge, there are no
uncured defaults under any lease without regard to when notice may have been
given that would give the lessor the right to terminate the lease, in each case
that would reasonably be expected to result in a Terminals Material Adverse
Effect.

         2.8 Intellectual Property. Set forth on Schedule 2.8 is a list of all
Terminals Intellectual Property owned by any of the Terminals Companies. The
Terminals Companies own all right, title and interest in and to, or have a valid
right to use, all of the Terminals Intellectual Property. Except as set forth on
Schedule 2.8, and other than those matters that would not reasonably be expected
to have a Terminals Material Adverse Effect, (a) no claim adverse to the
interests of the Terminals Companies in the Terminals Intellectual Property is
pending or, to Seller's knowledge, has been threatened; (b) none of the
Terminals Companies has received notice of any infringement or other violation
of such party's right in any of the Terminals Intellectual Property; and (c) no
litigation is pending or, to Seller's knowledge, threatened, wherein the
Terminals Intellectual Property is alleged to infringe or violate the right of
any third party.




                                       10
<PAGE>   22
         2.9      Financial Statements.

                  (a) The Combined Financial Statements, as set forth in
         Schedule 2.9(a), fairly present, in accordance with GAAP consistently
         applied (except as noted therein), the combined financial condition of
         the Terminals Companies and the Calnev Companies as and at the date
         thereof and the results of their operations and cash flows for the
         periods covered thereby.

                  (b) The Audited September 30th Balance Sheet, as set forth in
         Schedule 2.9(b), fairly presents in accordance with GAAP consistently
         applied (except as noted therein) the combined financial condition of
         the Terminals Companies and the Calnev Companies as and at the date
         thereof.

                  (c) The Terminals September 30th Balance Sheet, as set forth
         in Schedule 2.9(c), (i) was derived from the books and records of the
         Terminals Companies and the Audited September 30th Balance Sheet, (ii)
         fairly presents in all material respects, in accordance with GAAP
         consistently applied (except for the absence of footnotes and other
         normal presentation items and subject to the Terminals Adjustments),
         the consolidated financial condition of the Terminals Companies as and
         at the date thereof, (iii) is unaudited, (iv) includes all adjustments
         consistent with GAAP consistently applied (which such adjustments shall
         consist only of normal recurring items which management reasonably
         considers necessary for a fair statement of the consolidated financial
         position for the applicable period) and (v) reflects the Terminals
         Adjustments.

                  (d) The Terminals Companies December 31, 2000 Financial
         Statements, as set forth in Schedule 2.9(d), (i) were derived from the
         books and records of Terminals and from the Combined Financial
         Statements, (ii) fairly present in all material respects, in accordance
         with GAAP consistently applied (except for the absence of footnotes and
         other normal presentation items and subject to the Terminals
         Adjustments), the consolidated financial condition of the Terminals
         Companies as and at the date thereof and the results of its operations
         for the period covered thereby, (iii) are unaudited, (iv) include all
         adjustments consistent with GAAP consistently applied (which such
         adjustments shall consist only of normal recurring items which
         management reasonably considers necessary for a fair statement of the
         consolidated financial position for the applicable period) and (v)
         reflect the Terminals Adjustments.

                  (e) To Seller's knowledge, no event has occurred which either
         entitles, or would, upon notice or lapse of time or both, entitle the
         holder of any indebtedness for borrowed money affecting the Terminals
         Companies to accelerate, or which does accelerate, the maturity of any
         indebtedness affecting the Terminals Companies.

                  (f) Schedule 2.9(f) contains a true and complete list and
         description of all bonds, deposits, financial assurance requirements
         and insurance coverage required to be submitted to regulatory
         authorities for the continued ownership and operation of the assets and
         properties of the Terminals Companies and for their continued business
         operations.



                                       11
<PAGE>   23

                  (g) Since January 1, 2001, no Terminals Company has incurred
         any indebtedness for borrowed money from any Person other than an
         Affiliate.

         2.10 No Material Adverse Change. Except (i) as set forth on Schedule
2.10 and (ii) for the transfer of the Excluded Companies, since December 31,
2000 (and giving effect to the matters described in Section 1.1) there has not
occurred: (a) any change in the consolidated financial condition or results of
operations of the Terminals Companies that constitutes a Terminals Material
Adverse Effect; (b) any loss of or damage to any of the properties of the
Terminals Companies which is reasonably anticipated to cost more than $1,000,000
to repair or replace; (c) any Lien placed on any of the properties of the
Terminals Companies, except as would be permitted by Section 2.5 or Section 2.6;
(d) any amendment to or change in the charter, bylaws or analogous
organizational documents of any of the Terminals Companies (other than pursuant
to the terms of this Agreement); (e) any change in the accounting methods or
practices used by any of the Terminals Companies; (f) any material strike or
work stoppage or material slowdown, or any known threat of the foregoing, by
employees of any of the Terminals Companies; or (g) any change in the assets or
liabilities of the Terminals Companies that constitutes a Terminals Material
Adverse Effect.

         2.11 Tax Matters. Except as set forth in Schedule 2.11:


                  (a) all Tax Returns required to be filed by or with respect to
         each of the Terminals Companies and any affiliated, consolidated,
         combined, unitary or similar group of which any of the Terminals
         Companies is or was a member have been duly filed on a timely basis
         (taking into account all extensions of due dates) and such Tax Returns
         are true, complete and correct except for such matters that would not
         have a Terminals Material Adverse Effect;

                  (b) all Taxes owed by any of the Terminals Companies and any
         affiliated, consolidated, combined, unitary or similar group of which
         any of the Terminals Companies is or was a member which are or have
         become due have been timely paid in full (whether or not shown on or
         reportable on such Tax Returns), except where the failure to pay such
         Taxes would not have a Terminals Material Adverse Effect, and except
         for the portion of such Taxes being contested in good faith;

                  (c) the amount of the Terminals Companies' liability for
         unpaid Taxes for all periods ending on or before the date of the
         Terminals Companies December 31, 2000 Financial Statements does not
         exceed the amount of the current liability accruals for Taxes
         (excluding reserves for deferred Taxes) reflected on the Terminals
         Companies December 31, 2000 Financial Statements and the amount of the
         Terminals Companies' liability for unpaid Taxes for all periods ending
         on or before the Terminals Closing Date will not exceed the amount of
         the current liability accruals for Taxes (excluding reserves for
         deferred Taxes) as such accruals are reflected on the Terminals Closing
         Balance Sheet;

                  (d) there have been no waivers or extensions of any statute of
         limitations filed with any Governmental Authority responsible for
         assessing or collecting Taxes in respect to any Tax Return of, or which
         includes, the Terminals Companies;




                                       12
<PAGE>   24

                  (e) all material Taxes which the Terminals Companies have been
         required to collect or withhold have been duly collected or withheld
         and, to the extent required when due, have been or will be duly paid to
         the proper Governmental Authority;

                  (f) there is no material action, suit, proceeding,
         investigation, audit, claim or assessment pending, or to Seller's
         knowledge proposed, with respect to any liability for Tax or with
         respect to any Tax Return for which the Terminals Companies could be
         liable;

                  (g) all Tax sharing agreements to which any of the Terminals
         Companies are subject will terminate as of the Terminals Closing Date;
         no payments under any such agreements will become due by any of the
         Terminals Companies upon such termination at the Terminals Closing or
         thereafter; and the Terminals Companies are not party to any similar
         arrangement with any other party and have no current contractual
         obligation to indemnify any other person or entity with respect to Tax;

                  (h) no Governmental Authority in a jurisdiction where any of
         the Terminals Companies or any affiliated, consolidated, combined,
         unitary or similar group of which any of the Terminals Companies is or
         was a member have not filed Tax Returns has made any material claim,
         assertion or threat that the Terminals Companies are or may be subject
         to taxation by such jurisdiction, except for such claims, assertions or
         threats that would not reasonably be expected to have a Terminals
         Material Adverse Effect;

                  (i) no Terminals Company has been a member of an affiliated
         group filing consolidated Tax Returns other than a group the common
         parent of which is GATX Corporation;

                  (j) none of the property of the Terminals Companies is subject
         to a safe-harbor lease (pursuant to section 168(f)(8) of the Internal
         Revenue Code of 1954 as in effect after the Economic Recovery Tax Act
         of 1981 and before the Tax Reform Act of 1986) or is "tax-exempt use
         property" (within the meaning of section 168(h) of the Code) or
         "tax-exempt bond financed property" (within the meaning of section
         168(g)(5)) of the Code; and

                  (k) no Terminals Company is required to make any adjustment
         under Section 481(a) of the Code by reason of a change in accounting
         method or otherwise.

         2.12 Laws and Regulations; Litigation.

                  (a) Except as set forth on Schedule 2.12(a), to Seller's
         knowledge, none of the Terminals Companies is in violation of or in
         default under any Law (other than any Environmental Law as matters
         related to Environmental Laws are addressed by Sections 2.18 and 2.19
         hereof) or any order of any court or federal, state, municipal or
         Governmental Authority applicable to them that would reasonably be
         expected to have a Terminals Material Adverse Effect.

                  (b) Except as set forth on Schedule 2.12(b), there is no
         demand, claim, suit, fine, investigation, charge, complaint, grievance,
         action, arbitration or legal,




                                       13
<PAGE>   25

         administrative or other proceeding pending or, to Seller's knowledge,
         threatened against or affecting the Terminals Companies or any of their
         respective officers, directors, employees, assets, properties or
         businesses and relating to the businesses or properties of the
         Terminals Companies (other than matters related to Environmental Laws
         as matters related to Environmental Laws are addressed by Sections 2.18
         and 2.19 hereof) that would reasonably be expected to have a Terminals
         Material Adverse Effect.

                  (c) With respect to the Terminals Companies that own or
         operate regulated common carriers, (i) such Terminals Companies have
         obtained from Governmental Authorities requisite approval of all
         tariffs and rates (which such tariffs and rates are currently in
         effect) and (ii) to Seller's knowledge, there is no complaint, protest
         or investigation pending or threatened with respect to such Terminals
         Companies' tariffs or rates.

         2.13     ERISA and Related Matters.


                  (a) Set forth on Schedule 2.13 is a list of all Benefit Plans
         that are maintained, contributed to or participated in by any of the
         Terminals Companies or with respect to which any of the Terminals
         Companies is a party (the "Terminals Companies Plans") on the date
         hereof. Any Terminals Companies Plan which covers only employees or
         former employees of the Terminals Companies (or any of them) is
         indicated on Schedule 2.13 and is referred to herein as a "Terminals
         Subsidiary Plan."

                  (b) With respect to all Terminals Companies Plans (other than
         a multiemployer plan as defined in Section 3(37) of ERISA), Seller has
         supplied to Purchaser a true and correct copy of each such plan and, to
         the extent applicable, all applicable related trusts and amendments
         thereto, the most recent summary plan descriptions and favorable
         determination letters and the annual reports most recently filed for
         the Terminals Subsidiary Plans.

                  (c) All the Terminals Companies Plans comply in form and
         operation in all material respects with their terms and all applicable
         requirements of Law; provided, however, that as to multiemployer plans,
         this representation is made as to Seller's knowledge.

                  (d) All Terminals Companies Plans which are employee pension
         benefit plans as defined in Section 3(2) of ERISA and which are
         intended to comply with Section 401(a) of the Code are the subject of a
         favorable determination letter from the IRS, and nothing has occurred
         since the date of the last such determination letter which resulted or
         is likely to result in the revocation of such determination; provided,
         however, that as to any such plans that are multiemployer plans, this
         representation is made as to Seller's knowledge.

                  (e) To Seller's knowledge, there have been no "prohibited
         transactions" (as described in Section 406 of ERISA or Section 4975 of
         the Code) with respect to any of the Terminals Companies Plans.



                                       14
<PAGE>   26


                  (f) Except as set forth on Schedule 2.13, all accrued
         obligations of the Terminals Companies, whether arising by operation of
         Law, by contract or by past custom, for compensation, including
         bonuses, to its officers, directors, employees, consultants or agents,
         for Taxes and other obligations to any Governmental Authority payable
         by any of the Terminals Companies in connection with such compensation,
         and for payments with respect to any Terminals Companies Plan, have
         been paid, or adequate accruals for such obligations have been and are
         being made by the Terminals Companies, and will be reflected on the
         Terminals Closing Balance Sheet.

                  (g) There are no actions, suits or claims pending or, to
         Seller's knowledge, threatened, other than routine claims for benefits
         and qualified domestic relations, medical or child support orders
         involving any Terminals Companies Plans; provided, however, that with
         respect to any multiemployer plan, this representation is made to
         Seller's knowledge.

                  (h) Except as set forth on Schedule 2.13, none of the
         Terminals Companies Plans are multiemployer plans (as defined in
         Section 3(37) of ERISA). To Seller's knowledge, based on the
         information described in Schedule 2.13, the withdrawal liability with
         respect to the multiemployer plans listed on Schedule 2.13 is as set
         forth in that schedule.

                  (i) No Terminals Company has received any claim or demand for
         withdrawal liability (within the meaning of Section 4201 of ERISA) from
         any multiemployer plan, the liability for which has not been satisfied.

                  (j) No termination or partial termination of any existing
         Terminals Companies Plan which is an employee pension benefit plan as
         defined in Section 3(2) of ERISA has occurred, nor has a notice of
         intent to terminate any such existing Terminals Companies Plan been
         issued by Seller or any of the Terminals Companies. The Pension Benefit
         Guaranty Corporation has not instituted, and is not expected to
         institute, any proceedings to terminate any Terminals Companies Plan.

                  (k) No Terminals Companies Plan that is a pension plan (with
         the meaning of Section 3(2) of ERISA) and that is not a multiemployer
         plan has suffered any "accumulated funding deficiency," within the
         meaning of Section 302 of ERISA and Section 412 of the Code, whether or
         not waived, and if any such Terminals Companies Plan were terminated on
         the Closing Date, none of the Terminals Companies would have any
         liability to any participants or beneficiaries as a result of the
         termination except to the extent of funds set aside for such purpose or
         reflected as reserved for such purpose on the Terminals Closing Balance
         Sheet.

                  (l) No termination liability to the Pension Benefit Guaranty
         has been or is expected to be incurred if any Terminals Companies Plan
         were terminated on the Terminals Closing Date. There has been no
         "reportable event," as defined in Section 4043 of ERISA, with respect
         to any Terminals Companies Plan that is not a multiemployer plan, for
         which notice has not been waived.



                                       15
<PAGE>   27

                  (m) None of the Terminals Companies has received notice that
         it is liable for any funding taxes under Sections 413(b)(6) or 4971 of
         the Code on account of an accumulated funding deficiency of any
         multiemployer plan to which any Terminals Company or ERISA Affiliate
         has contributed or is required to contribute.

                  (n) Except as specifically described on Schedule 2.13
         (including Schedule 2.13(a) or as required by Section 411(d)(3) of the
         Code, the consummation of the transactions contemplated hereby will not
         accelerate or increase any liability under any Terminals Companies Plan
         because of an acceleration or increase of any of the rights or benefits
         to which employees may be entitled thereunder.

                  (o) No breach or violation of or default under any Terminals
         Companies Plan which is not sponsored or maintained by any of the
         Terminals Companies (other than a multiemployer plan) will subject
         Purchaser or any of the Terminals Companies to any Taxes, Liens,
         encumbrances, penalties or any other liabilities.

                  (p) Except as specifically described on Schedule 2.13
         (including Schedule 2.13(a)) or as required by law, no Terminals
         Companies Plan provides health or welfare benefits for any retired or
         former employee, and no Terminals Company is obligated to provide
         health or welfare benefits to any active employee following such
         employee's retirement or other termination of service. To the extent
         that such obligations exist, such obligations (except with respect to
         (i) health and life insurance applicable to employees who terminate
         employment other than on account of retirement and (ii) severance
         benefits) are fully funded or adequately reserved for with respect to
         the Terminals Companies. Other than pursuant to a collective bargaining
         agreement, no Terminals Company has adopted or distributed a formal
         plan, policy or program representing, promising or affirming to any
         employees or former employees the duration of retiree health or welfare
         benefits.

         2.14     Material Contracts.

                  (a)   Schedule 2.14 contains a complete and accurate list of
         all Contracts of the following categories to which any of the Terminals
         Companies is a party or by which any of them is bound as of the date of
         this Agreement (the "Terminals Material Contracts"):

                        (i)   (1) continuing contracts for the purchase of
                  materials, supplies, or equipment (other than purchase
                  contracts and orders for inventory in the ordinary course of
                  business consistent with past practice), (2) management,
                  service, consulting, or other similar types of contracts or
                  (3) advertising agreements or arrangements, in any such case
                  that have an aggregate committed future liability to any
                  Person in excess of $1,000,000 and that is not terminable by
                  the applicable Terminals Company by notice of not more than 60
                  days for a cost of less than $1,000,000;

                        (ii)   material Terminals Intellectual Property licenses
                  (including any license or other agreement under which the
                  applicable Terminals Company is licensee or licensor of any
                  such Terminals Intellectual Property);



                                       16
<PAGE>   28

                        (iii)  agreements under which any of the Terminals
                  Companies has directly or indirectly guaranteed indebtedness
                  of any Person in the principal amount individually in excess
                  of $1,000,000;

                        (iv)   agreements under which any of the Terminals
                  Companies is obligated to advance, loan, extend credit, or
                  make a capital contribution to, or other investment in, any
                  Person (other than any of the Terminals Companies), in any
                  such case that, individually, is in excess of $1,000,000;

                        (v)    all Contracts, leases or easements involving
                  annual rental payments or receipts in excess of $1,000,000;

                        (vi)   all promissory notes, loans, agreements,
                  indentures, evidences of indebtedness or other instruments
                  providing for the lending of money, whether as borrower or
                  lender, in excess of $1,000,000 and all related security
                  agreements or similar agreements associated therewith;

                        (vii)  Contracts which limit the freedom of any of the
                  Terminals Companies to compete with any Person or operate at
                  any location, including, without limitation, any preferential
                  rights granted to third parties to purchase or lease such
                  location;

                        (viii) any Contract for a pending or completed
                  acquisition or disposition (by merger or otherwise) of all or
                  substantially all of the assets (other than inventory) or
                  capital stock of any Person (including, without limitation,
                  the Terminals Companies) under which any of the Terminals
                  Companies currently has (or in the case of a pending
                  acquisition or disposition may have) any liability;

                        (ix)   Contracts between the Terminals Companies, on one
                  hand, and Seller or any Affiliate of Seller (or any current or
                  former officer, director or employee of Seller or any
                  Affiliate of Seller) on the other hand;

                        (x)    all Contracts pertaining to the operation or
                  maintenance of any and all facilities of any Terminals Company
                  under which such Terminals Company has a committed aggregate
                  liability of at least $1,000,000; and

                        (xi)   to the extent not otherwise listed on Schedule
                  2.14, any Contract under which any of the Terminals Companies
                  is obligated to indemnify or otherwise make whole any Person
                  for any obligation or liability in liquidated amount in excess
                  of $1,000,000.

                  (b) True copies of the Terminals Material Contracts, and
         accurate written summaries of the oral Terminals Material Contracts,
         identified on Schedule 2.14 have been made available to Purchaser.

                  (c) Except as set forth on Schedule 2.14, to Seller's
         knowledge, no party to a Terminals Material Contract identified in
         Schedule 2.14 is in default under, or in breach or violation of (and no
         event has occurred which, with notice or the lapse of time or both,




                                       17
<PAGE>   29

         would constitute a default under, or a breach or violation or lapse of)
         any term, condition or provision of such Terminals Material Contract
         except for defaults, breaches, violations or events which, individually
         or in the aggregate, would not have a Terminals Material Adverse
         Effect.

         2.15 Brokers, Etc. Except for Salomon Smith Barney Inc. and J.P. Morgan
& Co. Incorporated, the fees and expenses of which shall be the responsibility
of Seller, no broker or investment banker acting on behalf of Seller or any of
the Terminals Companies or under the authority of any of them is or will be
entitled to any broker's or finder's fee or any other commission or similar fee
directly or indirectly from Seller or any of the Terminals Companies in
connection with any of the transactions contemplated herein.

         2.16 Insurance. To Seller's knowledge, the Terminals Insurance Policies
related to the Terminals Companies are valid and binding in accordance with
their terms, are in full force and effect and insure against risks and
liabilities to an extent and in a manner customary in the industry in which the
Terminals Companies operate. To Seller's knowledge, no Terminals Company is in
default with respect to any provision contained in any Terminals Insurance
Policy or has failed to give any notice of or present any claim reasonably
anticipated to exceed such Terminals Company's self-insurance retention under
any Terminals Insurance Policy in due and timely fashion.

         2.17 Employees. Except as set forth on Schedule 2.17, (a) no Terminals
Company is a party to a collective bargaining agreement, currently negotiating
any such agreement, or, to Seller's knowledge, the subject of any proceeding or
organizing activity seeking to compel it to bargain with any labor unions or the
subject of any pending or threatened arbitration, strike, labor dispute, work
slowdown or work stoppage; and (b) no charge of discrimination, grievance,
unfair labor practice, consent decree, conciliation agreement, settlement
agreement or other complaint against any Terminals Company is currently pending
or, to Seller's knowledge, threatened before the National Labor Relations Board,
the Equal Employment Opportunity Commission or any other Governmental Authority.
Seller has provided Purchaser with access to true and correct copies of (i) any
written material relating to the material personnel policies of any of the
Terminals Companies and (ii) any agreement of any employee of the Terminals
Companies who is paid or entitled to payment by any Terminals Company in an
amount exceeding, in the aggregate, $100,000 for fiscal year 2000, or expected
to exceed, in the aggregate, $100,000 for fiscal year 2001.

         2.18 Environmental.

                  (a) To Seller's knowledge, except as set forth on Schedule
         2.18, there is no uncured violation of any Environmental Law that (i)
         has given rise to a current obligation of any of the Terminals
         Companies to undertake a "Response Action" or a "Removal Action" (as
         such terms are defined pursuant to CERCLA) and (ii) would reasonably be
         expected to have a Terminals Material Adverse Effect at any site or
         facility currently owned or operated by any of the Terminals Companies.
         Except as set forth on Schedule 2.18 and other than those matters that
         would not reasonably be expected to have a Terminals Material Adverse
         Effect, during the last five years, to Seller's knowledge, there have
         been no notices or complaints received by any of the Terminals
         Companies




                                       18
<PAGE>   30

         alleging a violation of an Environmental Law at any current or former
         site or facility that was at any time owned or operated by the
         Terminals Companies.

                  (b) To Seller's knowledge, the Terminals Companies have timely
         filed all reports and notifications, and have generated and maintained
         all records and data concerning their operations as are required under
         applicable Environmental Laws, except where the failure to so file,
         generate or maintain would not reasonably be expected to have a
         Terminals Material Adverse Effect.

                  (c) Except as set forth on Schedule 2.18, there is no civil,
         criminal or administrative action, suit, demand, claim, notice of
         violation, investigation or proceeding pending or, to Seller's
         knowledge, threatened against the Terminals Companies in connection
         with the conduct of their business relating to or arising under any
         Environmental Laws.

                  (d) Except as disclosed on Schedule 2.18, since January 1,
         1990, the Terminals Companies have not owned, leased or operated a site
         that (i) pursuant to CERCLA or any similar state or foreign law, has
         been placed or is proposed to be placed by any Governmental Authority
         on the "National Priorities List" or similar state or foreign list, as
         in effect as of the Terminals Closing Date, or (ii) is involved with
         any voluntary cleanup program sponsored by a Governmental Authority.

                  (e) Except as disclosed on Schedule 2.18 and except as would
         not reasonably be expected to have a Terminals Material Adverse Effect,
         since January 1, 1990 none of the Terminals Companies has been
         identified by any Governmental Authority as a potentially responsible
         party under CERCLA or any similar state or foreign law with respect to
         any site, and no Hazardous Substances generated, transported or
         disposed of by or on behalf of the Terminals Companies have been found
         at any site where a Person has made written demand on any Terminals
         Company to conduct or pay for a remedial investigation, removal or
         other response action pursuant to any Environmental Law.

                  (f) Except as set forth on Schedule 2.18 and except as would
         not reasonably be expected to have a Terminals Material Adverse Effect,
         there is no provision of any lease, purchase agreement, sale agreement,
         joint venture or any similar agreement by or under which any of the
         Terminals Companies is currently bound to conduct or pay for a remedial
         investigation, removal or other response action pursuant to any
         Environmental Law.

         2.19 Environmental Permits. To Seller's knowledge, except as set forth
on Schedule 2.19, the Terminals Companies are in possession of all permits,
licenses, registrations and government authorizations ("Terminals Environmental
Permits") required under Environmental Laws for the current operation of their
business and are in compliance with the requirements and limitations included in
such Terminals Environmental Permits, except where the failure to so possess or
comply would not reasonably be expected to have a Terminals Material Adverse
Effect.




                                       19
<PAGE>   31

         2.20 Affiliate Transactions. Set forth on Schedule 2.20 is a list of
each written agreement pursuant to which (a) Rail, Holdings or any of their
Affiliates provides services to any of the Terminals Companies or (b) any of the
Terminals Companies provides services to Rail, Holdings or any of their
Affiliates.

         2.21 Licenses; Permits. Set forth on Schedule 2.21 is a true and
complete list of all material licenses, permits and authorizations issued or
granted to any of the Terminals Companies by Governmental Authorities that are
necessary for the conduct of the business of the Terminals Companies.

         2.22 Hedging. No Terminals Company engages in any futures or options
trading or is a party to any price swaps, hedges, futures or similar
instruments.


         2.23 Bankruptcy. There are no bankruptcy, reorganization or arrangement
proceedings pending against, being contemplated by, or to Seller's knowledge,
threatened against Rail, Holdings or the Terminals Companies.

         2.24 Other Disclosures. Set forth on Schedule 2.24 is a list of each
bank in which any of the Terminals Companies has an account, and the identity of
each such account, and each bank in which any of the Terminals Companies has a
safe deposit box, together with the names of all persons authorized to draw
thereon and have access thereto.


                                   ARTICLE 2A
          REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE
                                CALNEV COMPANIES

         Holdings and Rail jointly and severally represent and warrant to
Purchaser as follows (it being understood that, notwithstanding anything to the
contrary contained herein, Holdings and Rail are not making any representations
or warranties as to whether the conversion of the Calnev Companies into limited
liability companies pursuant to Section 4A.5 hereof would result in a violation
or breach of any of the matters set forth in (i) the third sentence of Section
2A.3, (ii) the first sentence of Section 2A.4, (iii) clause (b) of the second
sentence of Section 2A.7, (iv) Section 2A.9(c), (v) Section 2A.10, (vi) Section
2A.12(a) (solely as it relates to foreign qualifications), (vii) Section
2A.12(b), (viii) Section 2A.13, (ix) Section 2A.14(c), (x) Section 2A.16, (xi)
Section 2A.18(b), (xii) Section 2A.19 or (xiii) Section 2A.21):

         2A.1 Authority of Seller. Each of Rail and Holdings is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of New York and Delaware (as applicable) and has all requisite corporate
power and authority to enter into this Agreement and to carry out the
transactions contemplated herein. GPL is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware
and, upon conversion into a single-member limited liability company, shall be a
duly organized and validly existing limited liability company in good standing
under the laws of the State of Delaware. The execution, delivery and performance
of this Agreement by Rail and Holdings has been duly authorized by all necessary
corporate action. This Agreement has been duly and validly executed and
delivered by Rail and Holdings and constitutes the legal, valid and binding
obligation of Rail and Holdings, enforceable against Rail and Holdings in
accordance with its




                                       20
<PAGE>   32

terms, except as may be limited by (a) applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws from time to time in effect which
affect creditors' rights generally or (b) legal and equitable limitations on the
availability of specific remedies.

         2A.2 Capitalization; Seller's Ownership of the Calnev Companies.

                  (a) Schedule 2.2 sets forth each Person of which GPL, directly
         or indirectly, (i) owns all of the capital stock and (ii) upon
         conversion of such Persons into single-member limited liability
         companies prior to the Calnev Closing, will own all of the membership
         interests (all such Persons, both prior to and after having been
         converted into single-member limited liability companies, together with
         GPL, being referred to as the "Calnev Companies" and each individually
         as a "Calnev Company"). The authorized, issued and outstanding capital
         stock of each of the Calnev Companies is as set forth on Schedule 2.2
         (which Schedule for the purposes of this Section 2A.2 shall be deemed
         to exclude the Terminals Companies) and the issued and outstanding
         capital stock of each of the Calnev Companies is duly authorized, fully
         paid and nonassessable. Upon conversion into single-member limited
         liability companies and at the Calnev Closing, the membership interests
         of each of the Calnev Companies will be fully paid and nonassessable,
         owned beneficially and of record by Holdings, with respect to GPL, and,
         directly or indirectly, by GPL, with respect to the Calnev Companies
         other than GPL.

                  (b) There are no outstanding options, rights, warrants,
         contracts or commitments for the issuance or sale by Seller or any of
         the Calnev Companies of, or any securities of any of the Calnev
         Companies convertible into or exchangeable for, any shares of capital
         stock of any of the Calnev Companies (whether treasury or issued and
         outstanding), and there is no agreement or arrangement not yet fully
         performed which would result in the creation of any of the foregoing.

                  (c) Holdings owns and has, and at the Calnev Closing shall
         transfer to Purchaser, good and valid title to the GPL Stock, free and
         clear of all Liens. The GPL Stock constitutes all the issued and
         outstanding capital stock of GPL.

                  (d) The equity interests of Calnev and GATX Las Vegas
         Corporation are the only assets owned by GPL and GPL conducts no other
         business operations.

         2A.3 Organization. Each of the Calnev Companies is a corporation or
other business entity validly existing under the laws of the jurisdiction of its
organization. Schedule 2.3 sets forth the jurisdictions in which each of the
Calnev Companies is duly licensed or qualified to do business as a foreign
corporation. Each of the Calnev Companies has all requisite corporate power to
own, lease and operate its properties and to carry on its business as now being
conducted, is duly qualified to do business and is in good standing in each
jurisdiction where the conduct of its business or ownership of its properties
requires such qualification, except where the failure to qualify would not
reasonably be expected to have a Calnev Material Adverse Effect.

         2A.4 Consents and Approvals. The execution and delivery of this
Agreement by Rail and Holdings does not, and the consummation of the
transactions contemplated by Section 1A.1



                                       21
<PAGE>   33

hereof and performance by Rail and Holdings of their obligations hereunder,
assuming the receipt of the consents, approvals and waivers listed on Schedule
2.4, will not: (a) violate or constitute a default under any term, condition or
provision of (i) the charter, bylaws or analogous organizational documents of
any of the Calnev Companies; or (ii) any Contract, lease, collective bargaining
agreement (or agreements relating thereto), instrument, mortgage, permit,
Governmental authorization, license or franchise to which any of the Calnev
Companies is a party or by which any of its properties are bound; (b) result in
the creation of any Lien upon any of any of the Calnev Companies' stock,
securities, membership interests or properties or give to others any interest or
right in any of any of the Calnev Companies' stock, securities, membership
interests or properties, including, but not limited to, a right to purchase any
of such stock, securities, membership interests or properties; (c) require any
consent, Governmental authorization or approval under any Law or any judicial,
administrative or arbitration order, award, judgment, writ, injunction or decree
applicable to any of the Calnev Companies; or (d) result in the suspension,
modification, revocation or nonrenewal of any license, permit or Governmental
authorization issued or granted to any of the Calnev Companies by Governmental
Authorities that are necessary for the conduct of the business of the Calnev
Companies, except, with respect of each of clauses (a)(ii)-(d), for matters that
are not reasonably expected to have a Calnev Material Adverse Effect. Except as
set forth on Schedule 2.4, the failure of any Person not a party hereto to
authorize or approve this Agreement will not give any Person the right to
enjoin, rescind or otherwise prevent or impede the sale of the GPL Stock to
Purchaser in accordance with the terms of this Agreement or to reach in any
fashion the GPL Stock in the hands of the Purchaser following the Calnev Closing
or to obtain damages from, or any other judicial relief against, Purchaser as a
result of the transactions carried out in accordance with the provisions of this
Agreement.

         2A.5 Personal Property. The Calnev Companies have good and valid title
to their respective personal properties reflected in the Calnev September 30th
Balance Sheet or acquired after the date thereof (except for properties sold or
otherwise disposed of since the date thereof in the ordinary course of business)
free and clear of all Liens, except for Calnev Permitted Liens.

         2A.6 Real Property. Schedule 2.6 contains a true and correct list of
all Calnev Real Property that is owned by the Calnev Companies. Except as set
forth on Schedule 2.6, to Seller's knowledge, such Calnev Real Property is owned
by one of the Calnev Companies free and clear of all Liens, except for: (a)
Liens reflected in the Calnev September 30th Balance Sheet, (b) Liens arising by
operation of Law for taxes not yet due and payable, (c) imperfections or
irregularities of title and other Liens that would not reasonably be expected to
have a Calnev Material Adverse Effect and (d) zoning, planning and other
restrictions of record.

         2A.7 Leased Real Property. Schedule 2.7 contains a true and correct
list of all Calnev Leased Real Property that is held by any of the Calnev
Companies under valid and subsisting leases. Except as set forth on Schedule
2.7, (a) during the twelve (12) months prior to the date hereof, none of the
Calnev Companies has received any notice of default under any lease pertaining
to any Calnev Leased Real Property and (b) to Seller's knowledge, there are no
uncured defaults under any lease without regard to when notice may have been
given that would give the lessor the right to terminate the lease, in each that
would reasonably be expected to result in a Calnev Material Adverse Effect.






                                       22
<PAGE>   34

         2A.8 Intellectual Property. Set forth on Schedule 2.8 is a list of all
Calnev Intellectual Property owned by any of the Calnev Companies. The Calnev
Companies own all right, title and interest in and to, or have a valid right to
use, all of the Calnev Intellectual Property. Except as set forth on Schedule
2.8, and other than those matters that would not reasonably be expected to have
a Calnev Material Adverse Effect, (a) no claim adverse to the interests of the
Calnev Companies in the Calnev Intellectual Property is pending or, to Seller's
knowledge, has been threatened; (b) none of the Calnev Companies has received
notice of any infringement or other violation of such party's right in any of
the Calnev Intellectual Property; and (c) no litigation is pending or, to
Seller's knowledge, threatened wherein the Calnev Intellectual Property is
alleged to infringe or violate the right of any third party.

         2A.9 Financial Statements.


                  (a) [Intentionally omitted].

                  (b) The Calnev September 30th Balance Sheet, as set forth in
         Schedule 2A.9(b), (i) was derived from the books and records of the
         Calnev Companies and the Audited September 30th Balance Sheet, (ii)
         fairly presents in all material respects, in accordance with GAAP
         consistently applied (except for the absence of footnotes and other
         normal presentation items and subject to the Calnev Adjustments), the
         consolidated financial condition of the Calnev Companies as and at the
         date thereof, (iii) is unaudited, (iv) includes all adjustments
         consistent with GAAP consistently applied (which such adjustments shall
         consist only of normal recurring items which management reasonably
         considers necessary for a fair statement of the consolidated financial
         position for the applicable period) and (v) reflects the Calnev
         Adjustments.

                  (c) To Seller's knowledge, no event has occurred which either
         entitles, or would, upon notice or lapse of time or both, entitle the
         holder of any indebtedness for borrowed money affecting any Calnev
         Company to accelerate, or which does accelerate, the maturity of any
         indebtedness affecting any Calnev Company.

                  (d) Schedule 2.9(f) contains a true and complete list and
         description of all bonds, deposits, financial assurance requirements
         and insurance coverage required to be submitted to regulatory
         authorities for the continued ownership and operation of the assets and
         properties of the Calnev Companies and for their continued business
         operations.

         2A.10 No Material Adverse Change. Except as set forth on Schedule 2.10,
since September 30, 2000 (and giving effect to the matters described in Section
1A.1) there has not occurred: (a) any change in the consolidated financial
condition or results of operations of the Calnev Companies that constitutes a
Calnev Material Adverse Effect; (b) any loss of or damage to any of the
properties of any Calnev Company which is reasonably anticipated to cost more
than $320,000 to repair or replace; (c) any Lien placed on any of the properties
of any Calnev Company, except as would be permitted by Section 2A.5 or Section
2A.6; (d) any amendment to or change in the charter, bylaws or analogous
organizational documents of any Calnev Company (other than pursuant to the terms
of this Agreement); (e) any change in the accounting methods or practices used
by any of the Calnev Companies; (f) any material strike or work stoppage or





                                       23
<PAGE>   35

material slowdown, or any known threat of the foregoing, by employees of any of
the Calnev Companies; or (g) any change in the assets or liabilities of the
Calnev Companies that constitutes a Calnev Material Adverse Effect.

         2A.11 Tax Matters. Except as set forth in Schedule 2.11:


                  (a) all Tax Returns required to be filed by or with respect to
         each of the Calnev Companies and any affiliated, consolidated,
         combined, unitary or similar group of which any of the Calnev Companies
         is or was a member have been duly filed on a timely basis (taking into
         account all extensions of due dates) and such Tax Returns are true,
         complete and correct except for such matters that would not have a
         Calnev Material Adverse Effect;

                  (b) all Taxes owed by any of the Calnev Companies and any
         affiliated, consolidated, combined, unitary or similar group of which
         any of the Calnev Companies is or was a member which are or have become
         due have been timely paid in full (whether or not shown on or
         reportable on such Tax Returns), except where the failure to pay such
         Taxes would not have a Calnev Material Adverse Effect, and except for
         the portion of such Taxes being contested in good faith;

                  (c) the amount of the Calnev Companies' liability for unpaid
         Taxes for all periods ending on or before the date of the Calnev
         September 30th Balance Sheet does not exceed the amount of the current
         liability accruals for Taxes (excluding reserves for deferred Taxes)
         reflected on the Calnev September 30th Balance Sheet and the amount of
         the Calnev Companies' liability for unpaid Taxes for all periods ending
         on or before the Calnev Closing Date will not exceed the amount of the
         current liability accruals for Taxes (excluding reserves for deferred
         Taxes) as such accruals are reflected on the Calnev Closing Balance
         Sheet;

                  (d) there have been no waivers or extensions of any statute of
         limitations filed with any Governmental Authority responsible for
         assessing or collecting Taxes in respect to any Tax Return of, or which
         includes, any of the Calnev Companies;

                  (e) all material Taxes which any of the Calnev Companies have
         been required to collect or withhold have been duly collected or
         withheld and, to the extent required when due, have been or will be
         duly paid to the proper Governmental Authority;

                  (f) there is no material action, suit, proceeding,
         investigation, audit, claim or assessment pending or to Seller's
         knowledge proposed with respect to any liability for Tax or with
         respect to any Tax Return for which any of the Calnev Companies could
         be liable;

                  (g) all Tax sharing agreements to which any of the Calnev
         Companies are subject will terminate as of the Calnev Closing Date; no
         payments under any such agreements will become due by any of the Calnev
         Companies upon such termination at the Calnev Closing or thereafter;
         and no Calnev Company is party to any similar arrangement with any
         other party and has no current contractual obligation to indemnify any
         other person or entity with respect to Tax;





                                       24
<PAGE>   36


                  (h) no Governmental Authority in a jurisdiction where any of
         the Calnev Companies or any affiliated, consolidated, combined, unitary
         or similar group of which any of the Calnev Companies is or was a
         member have not filed Tax Returns has made any material claim,
         assertion or threat that the Calnev Companies are or may be subject to
         taxation by such jurisdiction, except for such claims, assertions or
         threats that would not reasonably be expected to have a Calnev Material
         Adverse Effect;

                  (i) no Calnev Company has been a member of an affiliated group
         filing consolidated Tax Returns other than a group the common parent of
         which is GATX Corporation;

                  (j) none of the property of any Calnev Company is subject to a
         safe-harbor lease (pursuant to section 168(f)(8) of the Internal
         Revenue Code of 1954 as in effect after the Economic Recovery Tax Act
         of 1981 and before the Tax Reform Act of 1986) or is "tax-exempt use
         property" (within the meaning of section 168(h) of the Code) or
         "tax-exempt bond financed property" (within the meaning of section
         168(g)(5)) of the Code; and

                  (k) no Calnev Company is required to make any adjustment under
         Section 481(a) of the Code by reason of a change in accounting method
         or otherwise.

         2A.12    Laws and Regulations; Litigation.

                  (a) Except as set forth on Schedule 2.12(a), to Seller's
         knowledge, none of the Calnev Companies is in violation of or in
         default under any Law (other than any Environmental Law as matters
         related to Environmental Laws are addressed by Sections 2A.18 and 2A.19
         hereof) or any order of any court or federal, state, municipal or
         Governmental Authority applicable to them that would reasonably be
         expected to have a Calnev Material Adverse Effect.

                  (b) Except as set forth on Schedule 2.12(b), there is no
         demand, claim, suit, fine, investigation, charge, complaint, grievance,
         action, arbitration or legal, administrative or other proceeding
         pending or, to Seller's knowledge, threatened against or affecting any
         of the Calnev Companies or any of their respective officers, directors,
         employees, assets, properties or businesses and relating to the
         businesses or properties of the Calnev Companies (other than matters
         related to Environmental Laws as matters related to Environmental Laws
         are addressed by Sections 2A.18 and 2A.19 hereof) that would reasonably
         be expected to have a Calnev Material Adverse Effect.

                  (c) With respect to the Calnev Companies that own or operate
         regulated common carriers, (i) such Calnev Companies have obtained from
         Governmental Authorities requisite approval of all tariffs and rates
         (which such tariffs and rates are currently in effect) and (ii) to
         Seller's knowledge, there is no complaint, protest or investigation
         pending or threatened with respect to such Calnev Companies' tariffs or
         rates other than as set forth on Schedule 2A.12(c).




                                       25
<PAGE>   37

         2A.13 ERISA and Related Matters .

                  (a) Set forth on Schedule 2.13 is a list of all Benefit Plans
         that are maintained, contributed to or participated in by any of the
         Calnev Companies or with respect to which any of the Calnev Companies
         is a party (the "Calnev Plans") on the date hereof. Any Calnev Plan
         which covers only employees or former employees of the Calnev Companies
         is indicated on Schedule 2.13 and is referred to herein as a "Calnev
         Subsidiary Plan."

                  (b) With respect to all Calnev Plans (other than a
         multiemployer plan as defined in Section 3(37) of ERISA), Seller has
         supplied to Purchaser a true and correct copy of each such plan and, to
         the extent applicable, all applicable related trusts and amendments
         thereto, the most recent summary plan descriptions and favorable
         determination letters and the annual reports most recently filed for
         the Calnev Subsidiary Plans.

                  (c) All Calnev Plans comply in form and operation in all
         material respects with their terms and all applicable requirements of
         Law; provided, however, that as to multiemployer plans, this
         representation is made as to Seller's knowledge.

                  (d) All Calnev Plans which are employee pension benefit plans
         as defined in Section 3(2) of ERISA and which are intended to comply
         with Section 401(a) of the Code are the subject of a favorable
         determination letter from the IRS, and nothing has occurred since the
         date of the last such determination letter which resulted or is likely
         to result in the revocation of such determination; provided, however,
         that as to any such plans that are multiemployer plans, this
         representation is made as to Seller's knowledge.

                  (e) To Seller's knowledge, there have been no "prohibited
         transactions" (as described in Section 406 of ERISA or Section 4975 of
         the Code) with respect to any Calnev Plans.

                  (f) Except as set forth on Schedule 2.13, all accrued
         obligations of the Calnev Companies, whether arising by operation of
         Law, by contract or by past custom, for compensation, including
         bonuses, to its officers, directors, employees, consultants or agents,
         for Taxes and other obligations to any Governmental Authority payable
         by any of the Calnev Companies in connection with such compensation,
         and for payments with respect to any Calnev Plan, have been paid, or
         adequate accruals for such obligations have been and are being made by
         the Calnev Companies, and will be reflected on the Calnev Closing
         Balance Sheet.

                  (g) There are no actions, suits or claims pending or, to
         Seller's knowledge, threatened, other than routine claims for benefits
         and qualified domestic relations, medical or child support orders
         involving any Calnev Plans; provided, however, that with respect to any
         multiemployer plan, this representation is made to Seller's knowledge.

                  (h) Except as set forth on Schedule 2.13, none of the Calnev
         Plans are multiemployer plans (as defined in Section 3(37) of ERISA).
         To Seller's knowledge based on the information described in Schedule
         2.13, the withdrawal liability with respect to the multiemployer plans
         listed on Schedule 2.13 is as set forth in that schedule.



                                       26
<PAGE>   38

                  (i) No Calnev Company has received any claim or demand for
         withdrawal liability (within the meaning of Section 4201 of ERISA) from
         any multiemployer plan, the liability for which has not been satisfied.

                  (j) No termination or partial termination of any existing
         Calnev Plan which is an employee pension benefit plan as defined in
         Section 3(2) of ERISA has occurred, nor has a notice of intent to
         terminate any such existing Calnev Plan been issued by Seller or any of
         the Calnev Companies. The Pension Benefit Guaranty Corporation has not
         instituted, and is not expected to institute, any proceedings to
         terminate any Calnev Plan.

                  (k) No Calnev Plan that is a pension plan (with the meaning of
         Section 3(2) of ERISA) and that is not a multiemployer plan has
         suffered any "accumulated funding deficiency," within the meaning of
         Section 302 of ERISA and Section 412 of the Code, whether or not
         waived, and if any such Calnev Plan were terminated on the Calnev
         Closing Date, none of the Calnev Companies would have any liability to
         any participants or beneficiaries as a result of the termination except
         to the extent of funds set aside for such purpose or reflected as
         reserved for such purpose on the Calnev Closing Balance Sheet.

                  (l) No termination liability to the Pension Benefit Guaranty
         has been or is expected to be incurred if any Calnev Plan were
         terminated on the Calnev Closing Date. There has been no "reportable
         event," as defined in Section 4043 of ERISA, with respect to any Calnev
         Plan that is not a multiemployer plan, for which notice has not been
         waived.

                  (m) None of the Calnev Companies has received notice that it
         is liable for any funding taxes under Sections 413(b)(6) or 4971 of the
         Code on account of an accumulated funding deficiency of any
         multiemployer plan to which either any Calnev Company or an ERISA
         Affiliate has contributed or is required to contribute.

                  (n) Except as specifically described on Schedule 2.13
         (including Schedule 2.13(a) or as required by Section 411(d)(3) of the
         Code, the consummation of the transactions contemplated hereby will not
         accelerate or increase any liability under any Calnev Plan because of
         an acceleration or increase of any of the rights or benefits to which
         employees may be entitled thereunder.

                  (o) No breach or violation of or default under any Calnev Plan
         which is not sponsored or maintained by any of the Calnev Companies
         (other than a multiemployer plan) will subject Purchaser or any of the
         Calnev Companies to any Taxes, Liens, encumbrances, penalties or any
         other liabilities.

                  (p) Except as specifically described on Schedule 2.13
         (including Schedule 2.13(a) or as required by law, no Calnev Plan
         provides health or welfare benefits for any retired or former employee,
         and no Calnev Company is obligated to provide health or welfare
         benefits to any active employee following such employee's retirement or
         other termination of service. To the extent that such obligations
         exist, such obligations (except with respect to (i) health and life
         insurance applicable to employees who terminate




                                       27
<PAGE>   39

         employment other than on account of retirement and (ii) severance
         benefits) are fully funded or adequately reserved for with respect to
         all of the Calnev Companies. Other than pursuant to a collective
         bargaining agreement, no Calnev Company has adopted or distributed a
         formal plan, policy or program representing, promising or affirming to
         any employees or former employees the duration of retiree health or
         welfare benefits.

         2A.14 Material Contracts.


                  (a) Schedule 2.14 contains a complete and accurate list of all
         Contracts of the following categories to which any of the Calnev
         Companies is a party or by which any of them is bound as of the date of
         this Agreement (the "Calnev Material Contracts"):

                           (i) (1) continuing contracts for the purchase of
                  materials, supplies, or equipment (other than purchase
                  contracts and orders for inventory in the ordinary course of
                  business consistent with past practice), (2) management,
                  service, consulting, or other similar types of contracts or
                  (3) advertising agreements or arrangements, in any such case
                  that have an aggregate committed future liability to any
                  Person in excess of $1,000,000 and that is not terminable by
                  the applicable Calnev Company by notice of not more than 60
                  days for a cost of less than $1,000,000;

                           (ii) material Calnev Intellectual Property licenses
                  (including any license or other agreement under which the
                  applicable Calnev Company is licensee or licensor of any such
                  Calnev Intellectual Property);

                           (iii) agreements under which any of the Calnev
                  Companies has directly or indirectly guaranteed indebtedness
                  of any Person in the principal amount individually in excess
                  of $1,000,000;

                           (iv) agreements under which any of the Calnev
                  Companies is obligated to advance, loan, extend credit, or
                  make a capital contribution to, or other investment in, any
                  Person, in any such case that, individually, is in excess of
                  $1,000,000;

                           (v) all Contracts, leases or easements involving
                  annual rental payments or receipts in excess of $1,000,000;

                           (vi) all promissory notes, loans, agreements,
                  indentures, evidences of indebtedness or other instruments
                  providing for the lending of money, whether as borrower or
                  lender, in excess of $1,000,000 and all related security
                  agreements or similar agreements associated therewith;

                           (vii) Contracts which limit the freedom of any of the
                  Calnev Companies to compete with any Person or operate at any
                  location, including, without limitation, any preferential
                  rights granted to third parties to purchase or lease such
                  location;




                                       28
<PAGE>   40

                           (viii) any Contract for a pending or completed
                  acquisition or disposition (by merger or otherwise) of all or
                  substantially all of the assets (other than inventory) or
                  capital stock of any Person (including, without limitation,
                  any Calnev Company) under which any of the Calnev Companies
                  currently has (or in the case of a pending acquisition or
                  disposition may have) any liability;

                           (ix) Contracts between any Calnev Company, on one
                  hand, and Seller or any Affiliate of Seller (or any current or
                  former officer, director or employee of Seller or any
                  Affiliate of Seller) on the other hand;

                           (x) all Contracts pertaining to the operation or
                  maintenance of any and all facilities of any of the Calnev
                  Companies under which any Calnev Company has a committed
                  aggregate liability of at least $1,000,000; and

                           (xi) to the extent not otherwise listed on Schedule
                  2.14, any Contract under which any of the Calnev Companies is
                  obligated to indemnify or otherwise make whole any Person for
                  any obligation or liability in liquidated amount in excess of
                  $1,000,000.

                  (b) True copies of the Calnev Material Contracts, and accurate
         written summaries of the oral Calnev Material Contracts, identified on
         Schedule 2.14 have been made available to Purchaser.

                  (c) Except as set forth on Schedule 2.14, to Seller's
         knowledge, no party to a Calnev Material Contract identified in
         Schedule 2.14 is in default under, or in breach or violation of (and no
         event has occurred which, with notice or the lapse of time or both,
         would constitute a default under, or a breach or violation or lapse of)
         any term, condition or provision of such Calnev Material Contract
         except for defaults, breaches, violations or events which, individually
         or in the aggregate, would not have a Calnev Material Adverse Effect.

         2A.15 Brokers, Etc. Except for Salomon Smith Barney Inc. and J.P.
Morgan & Co. Incorporated, the fees and expenses of which shall be the
responsibility of Seller, no broker or investment banker acting on behalf of
Seller or any of the Calnev Companies or under the authority of any of them is
or will be entitled to any broker's or finder's fee or any other commission or
similar fee directly or indirectly from Seller or any of the Calnev Companies in
connection with the Calnev Sale.

         2A.16 Insurance. To Seller's knowledge, the Insurance Policies related
to the Calnev Companies are valid and binding in accordance with their terms,
are in full force and effect and insure against risks and liabilities to an
extent and in a manner customary in the industry in which Calnev operates. To
Seller's knowledge, no Calnev Company is in default with respect to any
provision contained in any Insurance Policy or has failed to give any notice of
or present any claim reasonably anticipated to exceed such Calnev Company`s
self-insurance retention under any Insurance Policy in due and timely fashion.

         2A.17 Employees. Except as set forth on Schedule 2.17, (a) no Calnev
Company is a party to a collective bargaining agreement, currently negotiating
any such agreement, or, to


                                       29
<PAGE>   41

Seller's knowledge, the subject of any proceeding or organizing activity seeking
to compel it to bargain with any labor unions or the subject of any pending or
threatened arbitration, strike, labor dispute, work slowdown or work stoppage;
and (b) no charge of discrimination, grievance, unfair labor practice, consent
decree, conciliation agreement, settlement agreement or other complaint against
any Calnev Company is currently pending or, to Seller's knowledge, threatened
before the National Labor Relations Board, the Equal Employment Opportunity
Commission or any other Governmental Authority. Seller has provided Purchaser
with access to true and correct copies of (i) any written material relating to
the material personnel policies of Calnev and (ii) any agreement of any employee
of any Calnev Company who is paid or entitled to payment by any Calnev Company
in an amount exceeding, in the aggregate, $100,000 for fiscal year 2000, or
expected to exceed, in the aggregate, $100,000 for fiscal year 2001.

         2A.18 Environmental.

                  (a) To Seller's knowledge, except as set forth on Schedule
         2.18, there is no uncured violation of any Environmental Law that (i)
         has given rise to a current obligation of any of the Calnev Companies
         to undertake a "Response Action" or a "Removal Action" (as such terms
         are defined pursuant to CERCLA) and (ii) would reasonably be expected
         to have a Calnev Material Adverse Effect at any site or facility
         currently owned or operated by any of the Calnev Companies. Except as
         set forth on Schedule 2.18 and other than those matters that would not
         reasonably be expected to have a Calnev Material Adverse Effect, during
         the last five years, to Seller's knowledge, there have been no notices
         or complaints received by any of the Calnev Companies alleging a
         violation of an Environmental Law at any current or former site or
         facility that was at any time owned or operated by any Calnev Company.

                  (b) To Seller's knowledge, each of the Calnev Companies has
         timely filed all reports and notifications, and has generated and
         maintained all records and data concerning their operations as are
         required under applicable Environmental Laws, except where the failure
         to so file, generate or maintain would not reasonably be expected to
         have a Calnev Material Adverse Effect.

                  (c) Except as set forth on Schedule 2.18, there is no civil,
         criminal or administrative action, suit, demand, claim, notice of
         violation, investigation or proceeding pending or, to Seller's
         knowledge, threatened against any of the Calnev Companies in connection
         with the conduct of their business relating to or arising under any
         Environmental Laws.

                  (d) Except as disclosed on Schedule 2.18, since January 1,
         1990, no Calnev Company has not owned, leased or operated a site that
         (i) pursuant to CERCLA or any similar state or foreign law, has been
         placed or is proposed to be placed by any Governmental Authority on the
         "National Priorities List" or similar state or foreign list, as in
         effect as of the Calnev Closing Date, or (ii) is involved with any
         voluntary cleanup program sponsored by a Governmental Authority.

                  (e) Except as disclosed on Schedule 2.18 and except as would
         not reasonably be expected to have a Calnev Material Adverse Effect,
         since January 1, 1990 none of the



                                       30
<PAGE>   42

         Calnev Companies has been identified by any Governmental Authority as a
         potentially responsible party under CERCLA or any similar state or
         foreign law with respect to any site, and no Hazardous Substances
         generated, transported or disposed of by or on behalf of any of the
         Calnev Companies have been found at any site where a Person has made
         written demand on any Calnev Company to conduct or pay for a remedial
         investigation, removal or other response action pursuant to any
         Environmental Law.

                  (f) Except as set forth on Schedule 2.18 and except as would
         not reasonably be expected to have a Calnev Material Adverse Effect,
         there is no provision of any lease, purchase agreement, sale agreement,
         joint venture or any similar agreement by or under which any of the
         Calnev Companies is currently bound to conduct or pay for a remedial
         investigation, removal or other response action pursuant to any
         Environmental Law.

         2A.19 Environmental Permits. To Seller's knowledge, except as set forth
on Schedule 2.19, the Calnev Companies are in possession of all Calnev
Environmental Permits required under Environmental Laws for the current
operation of their business and are in compliance with the requirements and
limitations included in such Calnev Environmental Permits, except where the
failure to so possess or comply would not reasonably be expected to have a
Calnev Material Adverse Effect.

         2A.20 Affiliate Transactions. There are no Contracts between any of the
Calnev Companies on the one hand and Rail, Holdings, a Terminals Company or any
of their Affiliates on the other hand.

         2A.21 Licenses; Permits. Set forth on Schedule 2.21 is a true and
complete list of all material licenses, permits and authorizations issued or
granted to any of the Calnev Companies by Governmental Authorities that are
necessary for the conduct of the business of the Calnev Companies.

         2A.22 Hedging. No Calnev Company engages in any futures or options
trading and is not a party to any price swaps, hedges, futures or similar
instruments.

         2A.23 Bankruptcy. There are no bankruptcy, reorganization or
arrangement proceedings pending against, being contemplated by, or to Seller's
knowledge, threatened against Rail, Holdings or any of the Calnev Companies.

         2A.24 Other Disclosures. Set forth on Schedule 2.24 is a list of each
bank in which any of the Calnev Companies has an account, and the identity of
each such account, and each bank in which Calnev has a safe deposit box,
together with the names of all persons authorized to draw thereon and have
access thereto.


                                   ARTICLE 3
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser represents and warrants to Seller as follows:

         3.1 Authority of Purchaser. Purchaser is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware, with all requisite limited




                                       31
<PAGE>   43

partnership power and authority to own, lease and operate its properties and to
carry on its business as now being conducted. Purchaser has all requisite
limited partnership power to enter into this Agreement and to carry out its
obligations under this Agreement. The execution, delivery and performance of
this Agreement by Purchaser has been duly authorized by all necessary limited
partnership action. This Agreement has been duly and validly executed and
delivered by Purchaser and constitutes the legal, valid and binding obligation
of Purchaser enforceable against Purchaser in accordance with its terms, except
as may be limited by (a) applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws from time to time in effect that affect
creditors' rights generally or (b) legal and equitable limitations on the
availability of specific remedies. The execution and delivery of this Agreement
by Purchaser does not, and the consummation of the transactions contemplated
hereby and performance by Purchaser of its obligations hereunder will not,
violate or conflict with any provision of: (i) the certificate of limited
partnership or the Limited Partnership Agreement of Purchaser; (ii) any material
agreement, lease, instrument, mortgage, license or franchise to which Purchaser
is a party or by which any of its properties is bound; or (iii) any Law
applicable to Purchaser and which violation or conflict would reasonably be
expected to have a material adverse effect on the financial condition of
Purchaser. The failure of any Person not a party hereto to authorize or approve
this Agreement or the transactions contemplated hereby will not give any Person
the right to enjoin, rescind or otherwise prevent or impede the purchase of the
Stock by Purchaser in accordance with the terms of this Agreement or to obtain
damages from, or any other judicial relief against, Seller or Purchaser as a
result of any transactions carried out in accordance with the provisions of this
Agreement.

         3.2 Brokers, Etc. Except for Merrill Lynch & Co., the fees and expenses
of which shall be the responsibility of Purchaser, no broker or investment
banker acting on behalf of Purchaser is or will be entitled to any broker's or
finder's fee or any other commission or similar fee directly or indirectly in
connection with any of the transactions contemplated hereby.

         3.3 Securities. Purchaser hereby acknowledges that the Stock is not
registered under the Securities Act or registered or qualified for sale under
any applicable securities Law of the United States or any state or province of
the United States and cannot be resold without registration thereunder or
exemption therefrom. Purchaser is acquiring such Stock for its own account as
principal, for investment and has no present intention to dispose of the Stock,
in whole or in part, or of any interest in the Stock to any other person.
Purchaser has sufficient knowledge and experience in financial and business
matters to enable it to evaluate the risks of investment in such Stock and has
the ability to bear the economic risks of such investment.

         3.4 Financing. Purchaser has all necessary financial resources (which
resources are listed on Schedule 3.4) available in connection with the
acquisition of the Stock to consummate the transactions contemplated hereby. The
financial statements of Purchaser as of December 31, 1999 and for the period
then ended, which have been previously delivered to Seller, fairly present the
financial condition and results of operations of Purchaser as of the date and
for the period then ended in accordance with GAAP.

         3.5 Independent Investigation. In making the decision to enter into
this Agreement and the Related Agreements and to consummate the transactions
contemplated hereby and thereby, other than reliance on the representations,
warranties, covenants, obligations and



                                       32
<PAGE>   44

indemnities of Seller set forth in this Agreement and in Seller's Related
Agreements, Purchaser has performed its own independent investigation, analysis
and evaluation of the Terminals Companies and the Calnev Companies (including
Purchaser's own estimate and appraisal of the value of the business, financial
condition, assets, operations and prospects of the Terminals Companies and the
Calnev Companies). Purchaser confirms to Seller that Purchaser is sophisticated
and knowledgeable in the business of the Terminals Companies and the Calnev
Companies and is capable of evaluating the matters set forth above.


                                    ARTICLE
           COVENANTS OF SELLER WITH RESPECT TO THE TERMINALS COMPANIES

         Seller hereby covenants to and agrees with Purchaser as follows:

         4.1 Corporate and Other Actions. Prior to the Terminals Closing Date,
Seller shall use all commercially reasonable efforts to fulfill its obligations
under this Agreement relating to the Terminals Sale and to consummate the
Terminals Sale and the transactions contemplated thereby.

         4.2 Full Access. Prior to the Terminals Closing Date, Seller shall
cause the Terminals Companies to afford Purchaser and its counsel, accountants
and other authorized representatives, with reasonable prior notice, reasonable
access during normal business hours (when accompanied by an authorized
representative of the Terminals Companies) to the respective premises,
properties, personnel, books and records of the Terminals Companies and any
other assets or information that Purchaser reasonably deems necessary and shall
furnish Purchaser with such financial and operating data concerning the
Terminals Companies as Purchaser shall reasonably request; provided, however,
that Purchaser shall not be entitled to the access contemplated by this Section
4.2 until such time as Purchaser delivers to Seller a duly executed amended
Confidentiality Agreement as required by Section 5.2 hereof.

         4.3 Ordinary Course of Business. Prior to the Terminals Closing Date,
Seller shall cause the Terminals Companies to be operated in the ordinary course
of business; provided, however, that Seller shall not be obligated to cause the
Terminals Companies to make any capital expenditures prior to the Terminals
Closing other than Terminals Maintenance Capital Expenditures in the ordinary
course of business. In addition, prior to the Terminals Closing Date, other than
as contemplated by this Agreement (including, without limitation, Section 4.8
hereof), Seller shall not permit any of the Terminals Companies to do any of the
following without the prior written consent of Purchaser (which shall not be
unreasonably withheld): (a) make any change in its authorized capital stock,
certificate of incorporation or bylaws; (b) other than with respect to
intercompany transactions, pay any stock dividends or make any reclassification
with respect to its outstanding stock; (c) issue or sell any shares of its
capital stock or securities convertible into or exchangeable for its capital
stock; (d) purchase or otherwise acquire for consideration any outstanding
shares of its capital stock; (e) other than with respect to (i) the Excluded
Companies, (ii) the Thorofare Terminal and (iii) certain real property fronting
on Archer Avenue in Argo, Illinois, sell, transfer, convey or otherwise dispose
of, or encumber with any Lien (other than Terminals Permitted Liens), any asset
except in the ordinary course of business and consistent with past practice
(provided that, other than with respect to the sale or transfer of the Thorofare
Terminal, the Excluded Companies and the real property located




                                       33
<PAGE>   45

in Argo, Illinois, the cash or other proceeds received shall be retained in the
respective Terminals Company and shall not be distributed to Seller or its
Affiliates); (f) make any material changes in its accounting principles or
practices; (g) other than with respect to the transfer from Terminals to Rail
(or an Affiliate of Rail) of any indebtedness owing to Terminals from TPE or any
other Excluded Company, enter into any material transaction with Seller or any
of its Affiliates; (h) make any borrowings from parties other than Affiliates or
incur any debt or lease financing from parties other than Affiliates (other than
borrowings in an aggregate principal amount outstanding at any time not in
excess of $15,000,000 and debt or lease financing incurred in the ordinary
course of business and consistent with past practice), or assume, guarantee,
endorse (except for the negotiation or collection of negotiable instruments in
the ordinary course of business and consistent with past practice) or otherwise
become liable for any material obligations of any other Person; (i) make any
loans, advances or capital contributions to, or investments in, any other Person
or (j) (i) except as set forth on Schedule 4.3, increase the compensation of any
officer or key employee other than in the ordinary course of business or as
required by any agreement or bylaw in effect on the date of this Agreement, (ii)
adopt any new employee benefit plan or materially amend any existing employee
benefit plan other than to reflect changes in Law and plan administration or
other than in the ordinary course of business and consistent with past practices
or (iii) enter into any new employment or consulting agreement for which the
aggregate consideration to be paid is greater than $100,000. Prior to the
Terminals Closing Date, Seller shall, as soon as reasonably practicable, provide
written notice to Purchaser in the event any of the Terminals Companies has made
or is planning to make a capital expenditure that is more than $500,000.

         4.4 HSR Filings. As promptly as practicable, Seller shall (in
cooperation with Purchaser) (i) make all filings and submissions with the
Department of Justice ("DOJ") and the Federal Trade Commission ("FTC") under the
HSR Act and any applicable state or foreign laws or regulations as may be
reasonably required to be made with all other Governmental Authorities in
connection with the transactions contemplated by this Agreement, requesting
early termination of any waiting period thereunder, (ii) respond promptly to any
inquiries from the DOJ, the FTC or other Governmental Authorities in connection
with such filings and (iii) comply in all material respects with the
requirements of the HSR Act. Subject to regulatory constraints, Seller and
Purchaser shall each keep the other party fully advised with respect to any
requests from or communications with the DOJ, FTC or other Governmental
Authority and shall consult with the other party with respect to all filings and
responses thereto.

         4.5 [Intentionally omitted].

         4.6 Registration Statements and Periodic Reports. In connection with
the preparation and filing of any registration statement or periodic report of
Purchaser or its Affiliates pursuant to any rule or regulation promulgated under
the Securities Act and the Securities Exchange Act of 1934, as amended,
including, but not limited to, Regulation S-X, Seller shall use commercially
reasonable efforts to cooperate with Purchaser and its accountants in satisfying
Purchaser's financial reporting requirements with respect to this Agreement and
as otherwise may be required from time to time.

         4.7 Intercompany Accounts and Contracts. Except as set forth on
Schedule 4.7, prior to or on the Terminals Closing Date (a) the Terminals
Companies shall pay or otherwise




                                       34
<PAGE>   46
extinguish the outstanding payables owed to Seller or any of its Affiliates and
(b) Seller and any of its Affiliates shall pay or otherwise extinguish the
outstanding payables owed to the Terminals Companies. All intercompany Contracts
between Seller and/or its Affiliates, on the one hand, and the Terminals
Companies, on the other hand, shall terminate as of the Terminals Closing with
full releases of liability and obligation, except for those Contracts listed on
Schedule 4.7.

         4.8 Conversion into Single-Member Limited Liability Companies. Prior to
the Terminals Closing Date, Seller shall cause the Terminals Companies to be
converted into single-member limited liability companies (by state law
conversions in the case of Terminals Companies that are Delaware corporations
and by mergers in the case of Rahway River Land Company and Southwest Florida
Pipeline Company) with all related documents and instruments to be in form and
substance mutually satisfactory to Seller and Purchaser, provided, however, that
Seller shall not be deemed to have breached its obligations under this Section
4.8 if the conversion of any Terminals Company into a limited liability company
(whether by state law conversion or by merger) is or has been enjoined or
restrained by a court of competent jurisdiction. Upon the conversion of the
Terminals Companies into single-member limited liability companies and
thereafter, neither Seller nor any of its Affiliates will make an election or
take any action resulting in any Terminals Company being treated as anything
other than an entity disregarded from its owner for federal income tax purposes,
and Seller and its Affiliates will file all federal income and relevant state
income Tax Returns in a manner consistent with the Terminals Companies'
disregarded entity status. All references in this Agreement to the Terminals
Companies and their capital stock shall thereafter refer to the Terminals
Companies as limited liability companies and to their membership interests,
respectively.

         4.9 No Solicitations. Seller will not take, nor will it permit the
Terminals Companies or any Affiliate of Seller (or authorize or permit any
investment banker, financial advisor, attorney, accountant or other Person
retained by or acting for or on behalf of Seller, the Terminals Companies or any
such Affiliate) to take, directly or indirectly, any action to (i) solicit,
encourage, negotiate, assist or otherwise facilitate (including by furnishing
confidential information with respect to the Terminals Companies or permitting
access to the assets and properties and books and records of the Terminals
Companies) any offer or inquiry from any Person concerning a Terminals
Acquisition Proposal ("Terminals Company Competing Transaction") or (ii) enter
into any agreement, arrangement or understanding (a) which binds Seller, the
Terminals Companies or their Affiliates to a Terminals Company Competing
Transaction or (b) requires them to abandon, terminate or fail to consummate the
transactions contemplated by this Agreement. Seller, the Terminals Companies and
their Affiliates will immediately cease all existing activities, discussions and
negotiations with any parties conducted heretofore with respect to any Terminals
Company Competing Transaction.

         4.10 Confidentiality. After the Terminals Closing Date, Seller shall
not, directly or indirectly, use or provide to, and shall not permit any
Affiliate, directly or indirectly, to use or provide to any other Person any
material nonpublic information concerning the business or operations (financial
or other) of the Terminals Companies, except (a) as on the advice of counsel is
required in governmental filings or judicial, administrative or arbitration
proceedings and (b) as may be necessary or desirable for the sale or transfer of
any Excluded Company (so long as the recipient of such information is bound to a
commercially reasonable confidentiality agreement with respect to such
information).



                                       35
<PAGE>   47

         4.11 Insurance.

                  (a) From the date hereof to the Terminals Closing Date, Seller
         shall cause the Terminals Companies to maintain in full force and
         effect all of their respective Terminals Insurance Policies now in
         effect or renewals thereof covering their assets, operations and
         employees. Upon the conversion or merger of each Terminals Company into
         a limited liability company as required by Section 4.8 hereof, Seller
         shall notify the insurance carriers for such Terminals Company of the
         change in the identity of such company as a result of such conversion
         or merger.

                  (b) Before or after the Terminals Closing. Seller shall
         provide to Purchaser access to (and, at Purchaser's expense, copies of)
         the insurance policies and related records of Seller and its Affiliates
         that relate to the business and properties now or previously owned,
         leased and/or operated by any Terminals Company (including business or
         property included in the General American Transportation Corporation
         prior to July 1, 1975) in order for Purchaser to assess whether claims
         for the benefit of any Terminals Company can be made under any of the
         applicable insurance policies. If Purchaser determines that any such
         claims can be made under any of the insurance policies for the benefit
         of any of the Terminals Companies, then, at Purchaser's expense, Seller
         shall (i) use commercially reasonable efforts to cooperate with
         Purchaser and any Terminals Company in preparing and documenting any
         such claim and (ii) on behalf of any Terminals Company, make, file and
         use commercially reasonable efforts to pursue any such claim; provided,
         however, that (x) Seller or its Affiliates will not be required to
         make, file or pursue those claims which, if paid by the insurer, would
         result in a retroactive premium adjustment, payment obligation
         (including self-insured retention or deductible) or other charge-back
         to Seller or its Affiliates unless Purchaser agrees in writing to
         reimburse Seller for such adjustment or charge-back, (y) in settling
         any such claim with an insurer, Seller and its Affiliates will not be
         required to release any rights, and Purchaser shall not cause the
         release of any rights, to make claims under the insurance policy for
         matters that are not related to the claim that is being settled for the
         Terminals Company and (z) Seller or its Affiliates will not be required
         to commence litigation or to make any expenditure or payment unless
         Purchaser agrees to fully indemnify Seller and its Affiliates for any
         such expenditure or payment and also for any Losses incurred by Seller
         or any of its Affiliates in connection with any such litigation
         (including, without limitation, reasonable attorneys' fees).
         Notwithstanding the foregoing, Purchaser agrees that no claim
         contemplated under this Section 4.11 shall be made against Trail Ltd.,
         a rail car leasing captive insurer partially owned by GATX Corporation
         which provided insurance coverage during the periods in question.

         4.12 Excluded Companies. Prior to the Terminals Closing (or in the case
of GPS, no later than April 30, 2001), Seller shall cause the Excluded Companies
and all assets, Contracts and liabilities related thereto to be transferred
outside of Terminals such that, at the Terminals Closing, Terminals no longer
owns or is responsible for, directly or indirectly, the Excluded Companies or
any assets, Contracts or liabilities related thereto.

         4.13 No Solicitation of Continuing Employees. Subsequent to the
Terminals Closing and for a period of one (1) year thereafter Seller shall not
(and Seller shall cause its Affiliates not




                                       36
<PAGE>   48

to) solicit (i.e. initiate discussions with) for hire any of the Terminals
Continuing Employees so long as such Terminals Continuing Employees are employed
by the Terminals Companies, Purchaser or any Affiliate thereof. Notwithstanding
the foregoing, the provisions of this Section 4.13 shall in no way prohibit
Seller or its Affiliates from engaging in the general trade solicitation of
employees so long as such solicitation is not directed specifically at Terminals
Continuing Employees.

         4.14 Consents. Prior to the Terminals Closing, as reasonably requested
by Purchaser, Seller shall, and shall cause the Terminals Companies to, use
commercially reasonable efforts to cooperate with and assist Purchaser in
Purchaser's efforts to secure all necessary consents, approvals, exemptions and
waivers from third parties (including Governmental Authorities) and to give all
required notices (collectively "Terminals Designated Approvals") as shall be
required to enable Seller to sell the Terminals Stock to Purchaser, consummate
the Terminals Sale or to prevent the sale of Terminals Stock from causing a
breach of, or default under, or a termination of, any contract, lease license or
other agreement identified on any Schedule attached hereto. Nothing in this
Agreement shall require Seller or any of the Terminals Companies to commence
litigation or to make any expenditure or payment (other than reasonable
attorneys' fees) unless Purchaser agrees to fully indemnify Seller and the
Terminals Companies for any such expenditure or payment and also for any Losses
incurred by Seller or any Terminals Company in connection with any such
litigation (including, without limitation, reasonable attorneys' fees);
provided, however, that solely with respect to those Terminals Designated
Approvals listed as items 1 (Philadelphia Water Department), 2 (City of
Philadelphia), 3 (Tampa Port Authority), 4 (Tampa Port Authority) and 12 (Port
of Seattle) on Schedule 2.4 hereof, Seller shall be required to pay any
reasonable costs necessary to cure an existing condition at the facility in
question if and only if (i) such existing condition amounts to a failure of the
facility in question to be in compliance with the terms of the permit, license
or agreement as to which the Terminals Designated Approval is being sought and
(ii) the curing of such existing condition is required by the applicable
Governmental Authority, based on the terms of the applicable permit, license or
agreement, as a prerequisite for granting such Terminals Designated Approval.

         4.15 Argo Lease. For a period of not more than two years from the
Terminals Closing Date, Seller shall, at the request of Purchaser and at no cost
or expense to Seller other than reasonable attorneys' fees, use commercially
reasonable efforts to assist Terminals in working with the Metropolitan Water
Reclamation District of Greater Chicago ("MWRD") in Terminals' effort to procure
a new lease for the MWRD property at the Argo terminal, including, without
limitation, waiving any potential conflict of interest so that the attorneys
currently representing Terminals in this effort may be available to continue to
do so. Notwithstanding the foregoing, nothing contained in this Section 4.15
shall require Seller to initiate or participate in any litigation unless
Purchaser agrees to fully indemnify Seller with respect to any Losses incurred
in connection therewith and to pay any and all costs (including, without
limitation, reasonable attorneys' fees) incurred in connection therewith.




                                       37
<PAGE>   49
                                   ARTICLE 4A
            COVENANTS OF SELLER WITH RESPECT TO THE CALNEV COMPANIES

         Seller hereby covenants to and agrees with Purchaser as follows:

         4A.1 Corporate and Other Actions. Prior to the Calnev Closing Date,
Seller shall use all commercially reasonable efforts to fulfill its obligations
under this Agreement related to the Calnev Sale or New Calnev Sale (as
applicable) and to consummate the Calnev Sale or New Calnev Sale (as applicable)
and the transactions contemplated thereby.

         4A.2 Full Access. Prior to the Calnev Closing Date, Seller shall cause
the Calnev Companies to afford Purchaser and its counsel, accountants and other
authorized representatives, with reasonable prior notice, reasonable access
during normal business hours (when accompanied by an authorized representative
of the Calnev Companies) to the respective premises, properties, personnel,
books and records of the Calnev Companies and any other assets or information
that Purchaser reasonably deems necessary and shall furnish Purchaser with such
financial and operating data concerning the Calnev Companies as Purchaser shall
reasonably request; provided, however, that Purchaser shall not be entitled to
the access contemplated by this Section 4A.2 until such time as Purchaser
delivers to Seller a duly executed amended Confidentiality Agreement as required
by Section 5A.2 hereof.

         4A.3 Ordinary Course of Business. Prior to the Calnev Closing Date,
Seller shall cause the Calnev Companies to be operated in the ordinary course of
business; provided, however, that Seller shall not be obligated to cause the
Calnev Companies to make any capital expenditures prior to the Calnev Closing
other than Calnev Maintenance Capital Expenditures in the ordinary course of
business. In addition, prior to the Calnev Closing Date, other than as
contemplated by this Agreement, Seller shall not permit any of the Calnev
Companies to do any of the following without the prior written consent of
Purchaser (which shall not be unreasonably withheld): (a) make any change in its
authorized capital stock, certificate of incorporation or bylaws; (b) other than
with respect to intercompany transactions, pay any cash or stock dividends or
make any reclassification with respect to its outstanding stock; (c) issue or
sell any shares of its capital stock or securities convertible into or
exchangeable for its capital stock; (d) purchase or otherwise acquire for
consideration any outstanding shares of its capital stock; (e) sell, transfer,
convey or otherwise dispose of, or encumber with any Lien (other than Calnev
Permitted Liens), any asset except in the ordinary course of business and
consistent with past practice; (f) make any material changes in its accounting
principles or practices; (g) enter into any material transaction with Seller or
any of its Affiliates; (h) make any borrowings from parties other than
Affiliates or incur any debt or lease financing from parties other than
Affiliates (other than borrowings in an aggregate principal amount outstanding
at any time not in excess of $15,000,000 and debt or lease financing incurred in
the ordinary course of business and consistent with past practice), or assume,
guarantee, endorse (except for the negotiation or collection of negotiable
instruments in the ordinary course of business and consistent with past
practice) or otherwise become liable for any material obligations of any other
Person; (i) make any loans, advances or capital contributions to, or investments
in, any other Person or (j) (i) except as set forth on Schedule 4.3, increase
the compensation of any officer or key employee other than in the ordinary
course of business or as required by any agreement or bylaw in effect on the
date of this Agreement, (ii) adopt any new employee benefit plan or materially
amend any





                                       38
<PAGE>   50

existing employee benefit plan other than to reflect changes in Law and plan
administration or other than in the ordinary course of business and consistent
with past practices or (iii) enter into any new employment or consulting
agreement for which the aggregate consideration to be paid is greater than
$100,000. Prior to the Closing Date, Seller shall, as soon as reasonably
practicable, provide written notice to Purchaser in the event any of the Calnev
Companies has made or is planning to make a capital expenditure that is more
than $500,000.

         4A.4 Intercompany Accounts and Contracts. Except as set forth on
Schedule 4.7, prior to or on the Calnev Closing Date (a) the Calnev Companies
shall pay or otherwise extinguish the outstanding payables owed by any Calnev
Company to Seller or any of its Affiliates and (b) Seller and any of its
Affiliates shall pay or otherwise extinguish the outstanding payables owed to
the Calnev Companies. All intercompany Contracts between Seller and/or its
Affiliates, on the one hand, and the Calnev Companies, on the other hand, shall
terminate as of the Calnev Closing with full releases of liability and
obligation, except for those Contracts listed on Schedule 4.7.

         4A.5 Conversion into Single-Member Limited Liability Companies. Prior
to the Calnev Closing Date, Seller shall cause each of the Calnev Companies to
be converted into single-member limited liability companies (by state law
conversion) with all related documents and instruments to be in form and
substance mutually satisfactory to Seller and Purchaser, provided, however, that
Seller shall not be deemed to have breached its obligations under this Section
4A.5 if the conversion of any Calnev Company into a limited liability company is
or has been enjoined or restrained by a court of competent jurisdiction. Upon
the conversion of the Calnev Companies into single-member limited liability
companies and thereafter, neither Seller nor any of its Affiliates will make an
election or take any action resulting in any Calnev Company being treated as
anything other than an entity disregarded from its owner for federal income tax
purposes, and Seller and its Affiliates will file all federal income and
relevant state income Tax Returns in a manner consistent with the Calnev
Companies' disregarded entity status. All references in this Agreement to the
Calnev Companies and their capital stock shall thereafter refer to the Calnev
Companies as a limited liability company and to their membership interests,
respectively.

         4A.6 No Solicitations. Seller will not take, nor will it permit any
Calnev Company or any Affiliate of Seller (or authorize or permit any investment
banker, financial advisor, attorney, accountant or other Person retained by or
acting for or on behalf of Seller, the Calnev Companies or any such Affiliate)
to take, directly or indirectly, any action to (i) solicit, encourage,
negotiate, assist or otherwise facilitate (including by furnishing confidential
information with respect to the Calnev Companies or permitting access to the
assets and properties and books and records of the Calnev Companies) any offer
or inquiry from any Person concerning a Calnev Acquisition Proposal ("Calnev
Company Competing Transaction") or (ii) enter into any agreement, arrangement or
understanding (a) which binds Seller, any Calnev Company or their Affiliates to
a Calnev Company Competing Transaction or (b) requires them to abandon,
terminate or fail to consummate the transactions contemplated by this Agreement.
Seller, the Calnev Companies and their respective Affiliates will immediately
cease all existing activities, discussions and negotiations with any parties
conducted heretofore with respect to any Calnev Company Competing Transaction.



                                       39
<PAGE>   51
         4A.7 Confidentiality. After the Calnev Closing Date, Seller shall not,
directly or indirectly, use or provide to, and shall not permit any Affiliate,
directly or indirectly, to use or provide to any other Person any material
nonpublic information concerning the business or operations (financial or other)
of the Calnev Companies, except as on the advice of counsel is required in
governmental filings or judicial, administrative or arbitration proceedings.

         4A.8 Insurance.


                  (a) From the date hereof to the Calnev Closing Date, Seller
         shall cause the Calnev Companies to maintain in full force and effect
         all of their respective Calnev Insurance Policies now in effect or
         renewals thereof covering their assets, operations and employees. Upon
         the conversion of each Calnev Company into a limited liability company
         as required by Section 4A.5 hereof, Seller shall notify the insurance
         carriers for such Calnev Company of the change in the identity of such
         company as a result of such conversion or merger.

                  (b) Before or after the Calnev Closing, Seller shall provide
         to Purchaser access to (and, at Purchaser's expense, copies of) the
         insurance policies and related records of Seller and its Affiliates
         that relate to the business and properties now or previously owned,
         leased and/or operated by any Calnev Company (including business or
         property included in the General American Transportation Corporation
         prior to July 1, 1975) in order for Purchaser to assess whether claims
         for the benefit of the Calnev Companies can be made under any of the
         applicable insurance policies. If Purchaser determines that any such
         claims can be made under any of the insurance policies for the benefit
         of any of the Calnev Companies, then, at Purchaser's expense, Seller
         shall (i) use commercially reasonable efforts to cooperate with
         Purchaser and the Calnev Companies in preparing and documenting any
         such claim and (ii) on behalf of any Calnev Company, make, file and use
         commercially reasonable efforts to pursue any such claim; provided,
         however, that (x) Seller or its Affiliates will not be required to
         make, file or pursue those claims which, if paid by the insurer, would
         result in a retroactive premium adjustment, payment obligation
         (including self-insured retention or deductible) or other charge-back
         to Seller or its Affiliates unless Purchaser agrees in writing to
         reimburse Seller for such adjustment or charge-back, (y) in settling
         any such claim with an insurer, Seller and its Affiliates will not be
         required to release any rights, and Purchaser shall not cause the
         release of any rights, to make claims under the insurance policy for
         matters that are not related to the claim that is being settled for the
         Calnev Company and (z) Seller or its Affiliates will not be required to
         commence litigation or to make any expenditure or payment unless
         Purchaser agrees to fully indemnify Seller and its Affiliates for any
         such expenditure or payment and also for any Losses incurred by Seller
         or any of its Affiliates in connection with any such litigation
         (including, without limitation, reasonable attorneys' fees).

         4A.9 No Solicitation of Continuing Employees. Subsequent to the Calnev
Closing and for a period of one (1) year thereafter Seller shall not (and Seller
shall cause its Affiliates not to) solicit (i.e. initiate discussions with) for
hire any of Calnev Continuing Employees so long as such Calnev Continuing
Employees are employed by any Calnev Company, Purchaser or any Affiliate
thereof. Notwithstanding the foregoing, the provisions of this Section 4A.9
shall in no



                                       40
<PAGE>   52

way prohibit Seller or its Affiliates from engaging in the general trade
solicitation of employees so long as such solicitation is not directed
specifically at Calnev Continuing Employees.

         4A.10 Consents Prior to the Calnev Closing. As reasonably requested by
Purchaser, Seller shall, and shall cause the Calnev Companies to, use
commercially reasonable efforts to cooperate with and assist Purchaser in
Purchaser's efforts to secure all necessary consents, approvals, exemptions and
waivers from third parties (including Governmental Authorities) and to give all
required notices as shall be required to enable Seller to sell the GPL Stock to
Purchaser, consummate the Calnev Sale or to prevent the sale of GPL Stock from
causing a breach of, or default under, or a termination of, any contract, lease
license or other agreement identified on any Schedule attached hereto. Nothing
in this Agreement shall require Seller or any Calnev Company to commence
litigation or to make any expenditure or payment (other than reasonable
attorneys' fees) unless Purchaser agrees to fully indemnify Seller and the
Calnev Companies for any such expenditure or payment and also for any Losses
incurred by Seller or any Calnev Company in connection with any such litigation
(including, without limitation, reasonable attorneys' fees).

         4A.11 HSR Filing With Respect to the Calnev Companies. In the event
that the Calnev Closing has not been consummated prior to December 1, 2001, as
promptly as practicable, Seller shall (in cooperation with Purchaser) (i) make
all filings and submissions with the DOJ and the FTC under the HSR Act and any
applicable state or foreign laws or regulations as may be reasonably required to
be made with all other Governmental Authorities in connection with the
transactions contemplated by this Agreement, requesting early termination of any
waiting period thereunder, (ii) respond promptly to any inquiries from the DOJ,
the FTC or other Governmental Authorities in connection with such filings and
(iii) comply in all material respects with the HSR Act. Subject to regulatory
constraints, Seller and Purchaser shall keep the other party fully advised with
respect to any requests for or communications with the DOJ, FTC or other
Governmental Authority and shall consult with the other party with respect to
all filings and responses thereto.

                                   ARTICLE 5
         COVENANTS OF PURCHASER WITH RESPECT TO THE TERMINALS COMPANIES

         Purchaser hereby covenants to and agrees with Seller as follows:

         5.1 Corporate and Other Actions. Prior to the Terminals Closing Date,
Purchaser shall use all commercially reasonable efforts to fulfill its
obligations under this Agreement relating to the Terminals Sale and to
consummate the Terminals Sale and the transactions contemplated thereby.

         5.2 Confidentiality. As soon as reasonably practicable after the date
of this Agreement, Purchaser agrees to deliver to Terminals a duly executed
amendment to the Confidentiality Agreement providing that the term of the
Confidentiality Agreement with respect to the Terminals Companies shall not
expire until the Terminals Closing Date.



                                       41
<PAGE>   53

         5.3 Terminals Employees and Benefit Plans.


                  (a) Purchaser shall be entitled to determine, in its sole
         discretion, the employee staffing that will be required for the
         Terminals Companies after the Terminals Closing and shall make offers
         of continuing employment with the Terminals Companies or with
         Purchaser, its general partner or an Affiliate of either ("Purchaser
         Employer"), effective on the Terminals Closing Date, to any or all
         Terminals Employees in its discretion; provided, however, that
         Purchaser shall make offers of continuing employment to at least 532
         Terminals Employees. As used herein, "Terminals Employees" means the
         employees of the Terminals Companies as of the date hereof who will be
         full-time, active or regular part-time employees on the Terminals
         Closing Date, including those on temporary leave for jury duty, family
         or short-term medical leave or vacation. Schedule 5.3(a) lists the
         Terminals Employees and sets forth, for each of the Terminals
         Employees, his or her job title and, to the extent available, his or
         her current annual rate of base wages or base salary. Any such offers
         of continuing employment shall be made as soon as practicable prior to
         the Terminals Closing Date and shall specify the terms of such
         employment, which terms shall be in accordance with the following
         provisions of this Section 5.3, and shall provide for a base salary no
         less favorable than the base salary in effect on the Terminals Closing
         Date. Each Terminals Employee who remains employed by the Terminals
         Companies or becomes employed by a Purchaser Employer pursuant to this
         Section 5.3(a) shall be referred to herein as a "Terminals Continuing
         Employee." As soon as practicable, but prior to the Terminals Closing
         Date, Purchaser shall provide Seller with notice of those Terminals
         Employees to whom it has made an offer of continuing employment. As
         soon as practicable after the Terminals Closing Date, Purchaser shall
         furnish Seller with a list of all Terminals Employees who become
         Terminals Continuing Employees as of the Terminals Closing Date.
         Effective as of the day immediately preceding the Terminals Closing
         Date, Seller shall cause the Terminals Companies to transfer to one or
         more Affiliates of Seller or terminate the employment of any employee
         of the Terminals Companies on such preceding day who will not be a
         Terminals Continuing Employee immediately following the Terminals
         Closing, including those employees on long-term disability. Seller
         shall be solely responsible for any severance costs and all benefits or
         other liabilities associated with any employee of the Terminals
         Companies who does not become a Terminals Continuing Employee;
         provided, however, that Purchaser shall be responsible for payment of
         all severance obligations described in Section 5.3(h) and for the
         second installment of the stay bonus under the individual stay bonus
         agreements to the Terminals Continuing Employees who are eligible for
         such payments, the amount of such payments with respect to stay bonuses
         not to exceed $1,100,000. At the Terminals Closing, Seller shall
         provide Purchaser with a list of those Terminals Continuing Employees
         who are entitled to receive stay bonuses and the amount thereof.
         Purchaser shall be solely responsible for compliance with and any and
         all liabilities in connection with the Worker Adjustment Retraining and
         Notification Act ("WARN"). Purchaser and Seller shall cooperate with
         each other in causing the appropriate entity to send WARN notices to
         affected employees prior to the Terminals Closing Date in order to
         limit the WARN notice period.

                  (b) Effective as of the Terminals Closing Date, the Terminals
         Companies shall cease to be participating employers in the GATX
         Non-Contributory Pension Plan




                                       42
<PAGE>   54

         for Salaried Employees, Non-Contributory Pension Plan of GATX (Hourly
         Employees) (collectively, the "Seller Pension Plans"), GATX Salaried
         Employees Retirement Savings Plan and GATX Hourly Employees Retirement
         Savings Plan (individually a "Seller Savings Plan" and, collectively,
         the "Seller Savings Plans") (all such pension and savings plans being
         referred to, collectively, as the "GATX Qualified Plans"), and as of
         such date all Terminals Continuing Employees shall cease to be eligible
         to participate in the GATX Qualified Plans. Any service or compensation
         earned by a Terminals Continuing Employee for any period after the
         Terminals Closing Date shall be disregarded for all purposes of the
         GATX Qualified Plans. To the extent allowed by applicable law, Seller
         shall cause all Terminals Continuing Employees to be fully vested in
         their accrued benefits under the GATX Qualified Plans as of the
         Terminals Closing Date. Purchaser shall have no obligation for any
         past, present or future accrued liabilities under the GATX Qualified
         Plans.

                  (c) Effective as of the Terminals Closing Date, Purchaser
         shall take all action necessary or appropriate (i) to extend coverage
         under one or more new or existing defined contribution plans (the
         "Purchaser Savings Plan") qualified under section 401(a) of the Code
         and meeting the requirements of section 401(k) of the Code to Terminals
         Continuing Employees who have account balances under a Seller Savings
         Plan as of the Terminals Closing Date and (ii) to permit such employees
         to roll over such account balances (including any outstanding plan
         loans) to the Purchaser Savings Plan as soon as practicable after the
         Terminals Closing Date to the extent that Seller determines that
         distribution of such balances from the Seller Savings Plans is
         permitted by applicable law. If Seller determines that such
         distribution is not permitted, the account balance of each Terminals
         Continuing Employee under a Seller Savings Plan shall be transferred
         (within the meaning of section 414(l) of the Code) to the Purchaser
         Savings Plan, as soon as practicable after the Terminals Closing Date,
         in a transfer conforming to the requirements of section 411(d)(6) of
         the Code, but only to the extent that such Terminals Continuing
         Employee elects such a transfer in accordance with procedures
         established by Seller.

                  (d) Effective as of the Terminals Closing Date, the Terminals
         Companies shall cease to be participating employers in the Terminals
         Companies Plans that are welfare benefit plans as described in Section
         3(1) of ERISA and that are not Terminals Subsidiary Plans (together
         with Calnev Plans that are welfare benefits plans and not Calnev
         Subsidiary Plans, the "Seller Welfare Benefit Plans"). Effective as of
         the Terminals Closing Date, Purchaser shall take all actions necessary
         or appropriate to extend coverage to Terminals Continuing Employees who
         are covered under the Seller Welfare Benefit Plans on the Terminals
         Closing Date (and their covered dependents) under one or more new or
         existing welfare benefit plans (the "Purchaser Welfare Benefit Plans")
         providing medical, dental, prescription drug, vision, life insurance,
         accident insurance, flexible spending account, short-term and long-term
         disability benefits. Terminals Continuing Employees shall be eligible
         to participate in the Purchaser Welfare Benefit Plans without regard to
         any eligibility period, waiting period, evidence of insurability
         requirements (except for evidence of insurability requirements
         applicable to Purchaser's supplemental life insurance plan) or
         pre-existing condition limitations and shall be given credit under the
         Purchaser Welfare Benefit Plans for amounts paid under a




                                       43
<PAGE>   55

         corresponding Seller Welfare Benefit Plan or Terminals Subsidiary Plan
         during the same period for purposes of applying deductibles,
         co-payments and out-of-pocket maximums as though such amounts had been
         paid in accordance with the terms and conditions of the applicable
         Purchaser Welfare Benefit Plan.

                  (e) Effective as of the Terminals Closing Date, the Terminals
         Companies shall cease to be participating employers in the GATX Excess
         Benefit Retirement Plan and the GATX Supplemental Retirement Plan
         (individually a "GATX Non-Qualified Plan" and, collectively, the "GATX
         Non-Qualified Plans"), and all Terminals Continuing Employees shall
         cease to be eligible to participate in the GATX Non-Qualified Plans.
         Any service or compensation earned by a Terminals Continuing Employee
         for any period after the Terminals Closing Date shall be disregarded
         for all purposes of the GATX Non-Qualified Plans. Purchaser shall have
         no obligation for any past, present or future accrued liabilities under
         the GATX Non-Qualified Plans.

                  (f) One or more of the Terminals Companies is a party to and
         bound by the terms of the collective bargaining agreements set forth in
         Schedule 2.17 ("Terminals Bargaining Agreements"). Purchaser agrees
         that, subject to the following provisions of this paragraph (f) or
         Purchaser's renegotiation of such Terminals Bargaining Agreements in
         writing prior to the Terminals Closing Date, Purchaser shall (or shall
         cause the Terminals Companies to) comply with and perform all
         obligations under the Terminals Bargaining Agreements for periods after
         the Terminals Closing Date during which the Terminals Bargaining
         Agreements remain in effect and comply with and perform all obligations
         that survive the expiration of the Terminals Bargaining Agreements
         under applicable law with respect to Terminals Continuing Employees who
         are covered by such agreements (the "Terminals Continuing Union
         Employees"), including without limitation obligations relating to
         wages, vacation, holiday and severance pay, insurance, post-retirement
         medical, life and pension benefits. Except as otherwise specifically
         provided below in this paragraph (f), Purchaser shall take all such
         actions (including, without limitation, the establishing of, or causing
         of, one or more Terminals Companies to establish such mirror plans) as
         may be necessary or appropriate to provide to Terminals Continuing
         Union Employees (and their eligible dependents) for periods after the
         Terminals Closing Date during which the Terminals Bargaining Agreements
         remain in effect the benefits set forth in the Terminals Bargaining
         Agreements, including any such benefits that survive the expiration of
         the Terminals Bargaining Agreements. For purposes of fulfilling the
         pension obligations under certain Terminals Bargaining Agreements, on
         or as soon as practicable after the Terminals Closing Date, Purchaser
         shall (or shall cause a Terminals Company to) extend coverage to
         Terminals Continuing Union Employees under a qualified defined benefit
         pension plan (the "Purchaser Hourly Pension Plan") which shall be
         identical in all material respects to the Non-Contributory Pension Plan
         of GATX (the "Seller Hourly Pension Plan") as in effect as of the
         Terminals Closing Date and shall credit the service and pay credited to
         each Terminals Continuing Union Employee under the Seller Hourly
         Pension Plan as of the Terminals Closing Date for all purposes under
         the Purchaser Hourly Pension Plan, including eligibility, vesting,
         benefit accrual and eligibility for subsidized benefits. The benefit
         (expressed as a single life annuity) payable from the Purchaser Hourly
         Pension Plan with respect to each Terminals Continuing Union Employee,
         determined as of the date as of






                                       44
<PAGE>   56

         which payment from the Purchaser Hourly Pension Plan actually
         commences, shall be reduced by the benefit (expressed as a single life
         annuity) payable with respect to such individual from the Seller Hourly
         Pension Plan, based on such Terminals Continuing Union Employee's
         accrued benefit under the Seller Hourly Pension Plan as of the
         Terminals Closing Date and determined as follows: (i) if the Terminals
         Continuing Union Employee is eligible to commence (or has commenced)
         payment from the Seller Hourly Pension Plan at the date that payment
         from the Purchaser Hourly Pension Plan commences, the benefit payable
         from the Seller Hourly Pension Plan shall be determined as if payment
         of the Terminals Continuing Union Employee's pension from the Seller
         Hourly Pension Plan commenced as of the same date that payment from the
         Purchaser Hourly Pension Plan commences (without regard to the date as
         of which payment from the Seller Hourly Pension Plan actually
         commences); and (ii) if the Terminals Continuing Union Employee is not
         eligible to commence payment from the Seller Hourly Pension Plan at the
         date that payment from the Purchaser Hourly Pension Plan commences, the
         benefit payable from Purchaser Hourly Pension Plan shall be reduced by
         the Terminals Continuing Union Employee's accrued benefit under the
         Seller Hourly Pension Plan as of the Terminals Closing Date,
         actuarially reduced from (A) age 65 if the employee has less than 15
         years of service under the Seller Hourly Pension Plan, and (B) age 62
         if the Terminals Continuing Union Employee has 15 or more years of
         service under the Seller Hourly Pension Plan. The actuarial reduction
         for this purpose shall reflect the actuarial basis for purposes of
         determining early commencement of benefits as set forth in the Seller
         Hourly Pension Plan as in effect on the Terminals Closing Date. In no
         event shall the benefit actually payable from the Seller Hourly Pension
         Plan with respect to a Terminals Continuing Union Employee be greater
         than the benefit to which such individual is entitled under the terms
         of the Seller Hourly Pension Plan as in effect on the Terminals Closing
         Date, determined as if the Terminals Continuing Union Employee
         terminated from the employ of the Terminals Companies and all its
         Affiliates on the Terminals Closing Date. In no event shall the benefit
         actually payable from the Purchaser Hourly Pension Plan with respect to
         a Terminals Continuing Union Employee be greater than (i) the benefit
         to which such individual would have been entitled under the Seller
         Hourly Pension Plan had such individual continued participation under
         the Seller Hourly Pension Plan after the Terminals Closing Date (under
         the terms of the Seller Hourly Pension plan in effect as of the
         Terminals Closing Date but determined as though the Seller Hourly
         Pension Plan were amended to take into account any pension changes
         negotiated by Purchaser after the Terminals Closing Date) until the
         date as of which such individual ceases accruing benefits under the
         Purchaser Hourly Pension Plan, less (ii) the amount by which the
         benefit under the Purchaser Hourly Pension Plan shall be reduced
         pursuant to this paragraph (f).

                  (g) For periods after the Terminals Closing Date, Purchaser
         shall ensure that (i) Terminals Continuing Employees who are not
         Terminals Continuing Union Employees (and their eligible dependents)
         shall participate in the employee benefit plans, policies, programs and
         arrangements maintained from time to time by Purchaser (collectively,
         the "Purchaser Plans") on terms and conditions which, subject to the
         following provisions of this paragraph (g), are substantially the same
         as applied to other similarly situated employees and former employees
         of Purchaser, (ii) Terminals Continuing Employees shall be given credit
         under the Purchaser Plans (other than plans




                                       45
<PAGE>   57

         qualified under Section 401(a) of the Code) and the Purchaser Welfare
         Benefits Plans for their service with Seller and the Terminals
         Companies and their predecessors for all purposes (including
         eligibility for vacation, severance and post-retirement medical
         benefits) to the extent that such service is taken into account under
         the corresponding Terminals Companies Plan as of the Terminals Closing
         Date, (iii) Terminals Continuing Employees shall be given credit under
         the Purchaser Plans that are qualified under Section 401(a) of the Code
         for their service with Seller and the Terminals Companies and their
         predecessors for purposes of eligibility and vesting.

                  (h) Purchaser shall provide severance and other benefits under
         the Enhanced GATX Severance Pay Program and under any severance
         arrangements listed on Schedule 2.13 (including Schedule 2.13(a)) to
         any Terminals Continuing Employee whose employment terminates during
         the 12-month period beginning on the Terminals Closing Date; provided,
         however, that to the extent that Purchaser is unable to provide certain
         benefits under such arrangements, Purchaser shall substitute the cash
         equivalent thereof.

                  (i) Purchaser shall pay and be responsible for the payment of
         all amounts which may be or become due to Terminals Continuing
         Employees under Purchaser's bonus plans for the calendar year in which
         the Terminals Closing Date occurs as if the Terminals Continuing
         Employees became covered by such plans as of January 1 of such year.
         The Terminals Closing Balance Sheet shall include an accrual for the
         amount of the bonus accrued by Terminals Continuing Employees under the
         Seller's bonus plans for the period from January 1 of the year in which
         the Terminals Closing Date occurs through the Terminals Closing Date.

                  (j) Purchaser shall be responsible for the vacation time
         accrued by Terminals Continuing Employees prior to the Terminals
         Closing Date. Purchaser shall recognize the vacation time accrued by
         Terminals Continuing Employees on Seller's payroll records as of the
         Terminals Closing Date. Purchaser shall not be required to make a cash
         payment to Terminals Continuing Employees for such accrued vacation
         time except for payments of accrued but unused vacation pay upon
         termination of a Terminals Continuing Employee's employment. Purchaser
         shall have no obligation for any vacation time accrued prior to the
         Terminals Closing Date by Terminals Employees who are not Terminals
         Continuing Employees.

                  (k) On or prior to the Terminals Closing Date, Seller shall,
         or shall cause the Terminals Companies to, take such action as may be
         necessary or appropriate to conform the Terminals Companies Plans to
         the provisions of this Section 5.3. Unless specifically permitted by
         the terms of this Agreement or as set forth on Schedule 4.3 hereto,
         from the date hereof until the Terminals Closing Date, to the extent
         that Terminals Continuing Employees would be affected, Seller shall not
         (i) increase the rate of compensation payable or to become payable to
         any Terminals Employee, (ii) enter into any new, or agree to any
         increase in the benefits to be provided under any existing, individual
         severance agreement, stay bonus agreement or employment agreement,
         (iii) amend any Terminals Companies Plan to increase any benefits or
         rights thereunder, or (iv) adopt any new plan, program, policy or
         arrangement which, if it existed as of the Terminals Closing Date,
         would constitute a Terminals Companies Plan.






                                       46
<PAGE>   58

                  (l) The parties acknowledge and agree that all provisions
         contained in this Agreement with respect to employee benefit plans or
         employee compensation are included for the sole benefit of the
         respective parties hereto and shall not create any right in any other
         Person, including, without limitation, any employees of the Terminals
         Companies, any participant in any Terminals Companies Plans or any
         beneficiary thereof.

                  (m) The corresponding reserve on the balance sheet having been
         removed, Seller shall retain and discharge the workers compensation
         liability of Terminals arising out of workers compensation accidents
         occurring prior to the Terminals Closing Date.

         5.4 Full Access. From and after the Terminals Closing Date, Purchaser
shall cause the Terminals Companies to afford Seller and its counsel,
accountants and other authorized representatives, with two days' prior notice,
reasonable access during normal business hours to the respective premises,
properties, personnel, books and records of the Terminals Companies and any
other assets or information that Seller reasonably deems necessary to prepare
the Terminals Closing Balance Sheet and any report or Tax Return required to be
filed by Seller (but so as not to unduly disrupt the normal course of operations
of the Terminals Companies), including, without limitation, preparing or
defending any such Tax Return and any interim or annual report or other
accounting statements. Personnel of the Terminals Companies shall be available
to execute Tax statute of limitation waivers and amended Tax Returns at Seller's
request for the Tax Returns for the Tax Period prior to the Terminals Closing
Date. Personnel of the Terminals Companies shall assist Seller in the
preparation of the Terminals Closing Balance Sheet with respect to the Terminals
Companies and any Tax Returns which Seller is required to prepare pursuant to
Sections 10.2(a) and 10.2(b); provided, however, Seller shall not be obligated
to compensate such personnel, Purchaser or the Terminals Companies for such
assistance.

         5.5 HSR Filings. As promptly as practicable, Purchaser shall (in
cooperation with Seller) (i) make all filings and submissions with the DOJ and
the FTC under the HSR Act and any applicable state or foreign laws or
regulations as may be reasonably required to be made with Governmental
Authorities in connection with the transactions contemplated by this Agreement,
requesting early any termination of the waiting period thereunder, (ii) respond
promptly to any inquiries from the DOJ, the FTC or other Governmental
Authorities in connection with such filings and (iii) comply in all material
respects with the requirements of the HSR Act. Subject to regulatory
constraints, Seller and Purchaser shall each keep the other party fully advised
with respect to any requests from or communications with the DOJ, FTC or other
Governmental Authority and shall consult with the other party with respect to
all filings and responses thereto.

         5.6 Directors' and Officers' Indemnification. For a period of six years
from the Terminals Closing Date, Purchaser agrees not to amend the certificate
of incorporation or bylaws of any of the Terminals Companies in any way to
reduce or eliminate the level of indemnification provided by the applicable
Terminals Company to the past and current officers and directors of such
Terminals Company.




                                       47
<PAGE>   59

         5.7 Use of GATX Name. As promptly as reasonably practicable subsequent
to the Terminals Closing, Purchaser shall use its reasonable best efforts to
cause each of the Terminals Companies to cease using the GATX name or any
derivative thereof in any way. Without limiting the foregoing, as promptly as
reasonably practicable subsequent to the Terminals Closing, Purchaser shall use
its reasonable best efforts to cause the Terminals Companies to (a) change the
name of any Terminals Company that includes "GATX" and (b) remove the GATX name,
any derivative thereof and any logo related thereto from any tanks, trucks or
other objects on which such name appears. Notwithstanding the foregoing, within
three months of the Terminals Closing, the Terminals Companies shall not use the
GATX name or any derivative thereof in any way.

         5.8 Assumption of Obligations. Effective as of the Terminals Closing,
Purchaser shall assume the guarantees and other obligations of Seller with
respect to the Terminals Companies set forth on Schedule 5.8 and shall use its
reasonable best efforts to cause Seller to be fully released and discharged from
such obligations.

         5.9 Services to Terminal de Productos Especializados S.A. de C.V.;
Other Services. Subsequent to the Terminals Closing and for so long as Seller or
any of its Affiliates has any beneficial ownership interest in Terminal de
Productos Especializados S.A. de C.V. ("TPE"), Purchaser shall cause the
Terminals Companies to provide certain services to TPE. Details regarding such
services, and the rates to be paid by TPE for such services shall be as set
forth in the Services Agreement attached hereto as Exhibit B. Representatives of
each of Purchaser and Seller shall meet on a monthly basis to review the extent
and adequacy of such services. The Services Agreement shall also provide the
terms and conditions pursuant to which Purchaser shall cause the Terminals
Companies to provide certain services to Seller subsequent to the Terminals
Closing.

         5.10 License Agreement with KTSB. Purchaser acknowledges and agrees
that nothing contained in this Agreement shall prevent Terminals from, prior to
Terminals Closing, executing a License Agreement with Kertih Terminals SBN BHD
relating to its GALAHAD software on substantially the same terms as have
previously been disclosed to Purchaser. In the event that Terminals does not
execute such License Agreement prior to Terminals Closing, Purchaser shall cause
Terminals to execute such License Agreement subsequent to Terminals Closing so
long as the terms thereof are substantially similar to the terms that have
previously been disclosed to Purchaser.

         5.11 Agreement with Nippon GATX Company Limited. Purchaser acknowledges
and agrees that nothing contained in this Agreement shall prevent Terminals
from, prior to the Terminals Closing, transferring the Services Agreement
between Terminals and Nippon GATX Company Limited ("Nippon") to Rail or an
Affiliate of Rail. In the event that Terminals is not able to transfer such
agreement to Rail or an Affiliate of Rail, (i) Rail agrees to cause (at its sole
cost and expense) one or more employees of Seller or an Affiliate to render any
services to Nippon that are requested by Nippon pursuant to the agreement and to
indemnify Purchaser for any and all Losses incurred by Purchaser related thereto
and (ii) Purchaser agrees to cause Terminals to remit to Rail any and all fees
received by Terminals subsequent to the Terminals Closing from Nippon pursuant
to the said Services Agreement.





                                       48
<PAGE>   60

         5.12 License to the Calnev Companies. Effective as of the Terminals
Closing and continuing until the earliest to occur of (a) the Calnev Closing,
(b) the New Calnev Closing and (c) March 31, 2002 (the "License Term"),
Purchaser hereby grants to each of the Calnev Companies a non-exclusive,
royalty-free license to use the GALAHAD, CAS and Lawsen software systems and the
documentation and source code associated therewith. During the License Term,
Purchaser shall service and maintain such software (and provide upgrades thereto
if and to the extent it provides upgrades to its own facilities) in the same
manner as Purchaser services and maintains such software at its own facilities.
Purchaser shall provide Seller with a monthly invoice (together with all
supporting documentation as reasonably requested by Seller) for its cost to
service, maintain and support such software and Seller (or an Affiliate) shall,
within three business days of the receipt of such invoice, pay to Purchaser the
amount of such invoice.

                                   ARTICLE 5A
           COVENANTS OF PURCHASER WITH RESPECT TO THE CALNEV COMPANIES

         Purchaser hereby covenants to and agrees with Seller as follows:

         5A.1 Corporate and Other Actions. Prior to the Calnev Closing Date,
Purchaser shall use all commercially reasonable efforts to fulfill its
obligations under this Agreement related to the Calnev Sale or New Calnev Sale
(as applicable) and to consummate the Calnev Sale and the transactions
contemplated thereby.

         5A.2 Confidentiality. Purchaser agrees to deliver to Seller a duly
executed amendment to the Confidentiality Agreement providing that the term of
the Confidentiality Agreement with respect to the Calnev Companies shall not
expire until the Calnev Closing Date.

         5A.3 Calnev Employees and Benefit Plans.

                  (a) Purchaser shall be entitled to determine, in its sole
         discretion, the employee staffing that will be required for the Calnev
         Companies after the Calnev Closing and shall make offers of continuing
         employment with the Calnev Companies or a Purchaser Employer or its
         general partner or Purchaser's other Affiliates or their general
         partners, effective on the Calnev Closing Date, to any or all Calnev
         Employees in its discretion; provided, however, that Purchaser shall
         make offers of continuing employment to at least 68 Calnev Employees.
         As used herein, "Calnev Employees" means the employees of the Calnev
         Companies as of the date hereof who will be full-time, active or
         regular part-time employees on the Calnev Closing Date, including those
         on temporary leave for jury duty, family or short-term medical leave or
         vacation. Schedule 5.3(a) lists the Calnev Employees and sets forth,
         for each of the Calnev Employees, his or her job title and, to the
         extent available, his or her current annual rate of
         base wages or base salary. Any such offers of continuing employment
         shall be made as soon as practicable prior to the Calnev Closing Date
         and shall specify the terms of such employment, which terms shall be in
         accordance with the following provisions of this Section 5A.3, and
         shall provide for a base salary no less favorable than the
         base salary in effect on the Calnev Closing Date. Each Calnev Employee
         who remains employed by any of the Calnev Companies or becomes employed
         by a Purchaser


                                       49
<PAGE>   61

         Employer pursuant to this Section 5A.3(a) shall be referred to herein
         as a "Calnev Continuing Employee." As soon as practicable but prior to
         the Calnev Closing Date, Purchaser shall provide Seller with notice of
         those Calnev Employees to whom it has made an offer of continuing
         employment. As soon as practicable after the Calnev Closing Date,
         Purchaser shall furnish Seller with a list of all Calnev Employees who
         become Calnev Continuing Employees as of the Calnev Closing Date.
         Effective as of the day immediately preceding the Calnev Closing Date,
         Seller shall cause the Calnev Companies to transfer to one or more
         Affiliates of Seller or terminate the employment of any employee of the
         Calnev Companies on such preceding day who will not be a Calnev
         Continuing Employee immediately following the Calnev Closing, including
         those employees on long-term disability. Seller shall be solely
         responsible for any severance costs and all benefits or other
         liabilities associated with any employee of the Calnev Companies who
         does not become a Calnev Continuing Employee; provided, however, that
         Purchaser shall be responsible for payment of all severance obligations
         described in Section 5A.3(h) and for the second installment of the stay
         bonus under the individual stay bonus agreements to the Calnev
         Continuing Employees who are eligible for such payments, the amount of
         such payments with respect to stay bonuses not to exceed $1,100,000
         less the aggregate amount of stay bonuses paid or to be paid to
         Terminals Continuing Employees pursuant to Section 5.3(a). At the
         Calnev Closing, Seller shall provide Purchaser with a list of those
         Calnev Continuing Employees who are entitled to receive stay bonuses
         and the amount thereof. Purchaser shall be solely responsible for
         compliance with and any and all liabilities in connection with WARN.
         Purchaser and Seller shall cooperate with each other in causing the
         appropriate entity to send WARN notices to employees prior to the
         Calnev Closing Date in order to limit the WARN notice period.

                  (b) Effective as of the Calnev Closing Date, each Calnev
         Company shall cease to be participating employers in the GATX Qualified
         Plans, and as of such date all Calnev Continuing Employees shall cease
         to be eligible to participate in the GATX Qualified Plans. Any service
         or compensation earned by a Calnev Continuing Employee for any period
         after the Calnev Closing Date shall be disregarded for all purposes of
         the GATX Qualified Plans. To the extent allowed by applicable law,
         Seller shall cause all Calnev Continuing Employees to be fully vested
         in their accrued benefits under the GATX Qualified Plans as of the
         Calnev Closing Date. Purchaser shall have no obligation for any past,
         present or future accrued liabilities under the GATX Qualified Plans.

                  (c) Effective as of the Closing Date, Purchaser shall take all
         action necessary or appropriate (i) to extend coverage under the
         Purchaser Savings Plan to Calnev Continuing Employees who have account
         balances under a Seller Savings Plan as of the Calnev Closing Date and
         (ii) to permit such employees to roll over such account balances
         (including any outstanding plan loans) to the Purchaser Savings Plan as
         soon as practicable after the Calnev Closing Date to the extent that
         Seller determines that distribution of such balances from the Seller
         Savings Plans is permitted by applicable law. If Seller determines that
         such distribution is not permitted, the account balance of each Calnev
         Continuing Employee under a Seller Savings Plan shall be transferred
         (within the meaning of section 414(l) of the Code) to the Purchaser
         Savings Plan, as soon as practicable after the Calnev Closing Date, in
         a transfer conforming to the requirements


                                       50
<PAGE>   62

         of section 411(d)(6) of the Code, but only to the extent that such
         Calnev Continuing Employee elects such a transfer in accordance with
         procedures established by Seller.

                  (d) Effective as of the Calnev Closing Date, each Calnev
         Company shall cease to be participating employers in the Seller Welfare
         Benefit Plans that are not Calnev Subsidiary Plans. Effective as of the
         Calnev Closing Date, Purchaser shall take all actions necessary or
         appropriate to extend coverage to Calnev Continuing Employees who are
         covered under the Seller Welfare Benefit Plans on the Calnev Closing
         Date (and their covered dependents) under one or more Purchaser Welfare
         Benefit Plans providing medical, dental, prescription drug, vision,
         life insurance, accident insurance, flexible spending account,
         short-term and long-term disability benefits. Calnev Continuing
         Employees shall be eligible to participate in the Purchaser Welfare
         Benefit Plans without regard to any eligibility period, waiting period,
         evidence of insurability requirements (except for evidence of
         insurability requirements applicable to Purchaser's supplemental life
         insurance plan) or pre-existing condition limitations and shall be
         given credit under the Purchaser Welfare Benefit Plans for amounts paid
         under a corresponding Seller Welfare Benefit Plan or Calnev Subsidiary
         Plan during the same period for purposes of applying deductibles,
         co-payments and out-of-pocket maximums as though such amounts had been
         paid in accordance with the terms and conditions of the applicable
         Purchaser Welfare Benefit Plan.

                  (e) Effective as of the Calnev Closing Date, each Calnev
         Company shall cease to be participating employers in the GATX
         Non-Qualified Plans, and all Calnev Continuing Employees shall cease to
         be eligible to participate in the GATX Non-Qualified Plans. Any service
         or compensation earned by a Calnev Continuing Employee for any period
         after the Calnev Closing Date shall be disregarded for all purposes of
         the GATX Non-Qualified Plans. Purchaser shall have no obligation for
         any past, present or future accrued liabilities under the GATX
         Non-Qualified Plans.

                  (f) No Calnev Company is currently a party to or bound by the
         terms of any collective bargaining agreement ("Calnev Bargaining
         Agreements"). Purchaser agrees that, subject to the following
         provisions of this paragraph (f) or Purchaser's renegotiation of such
         Calnev Bargaining Agreements in writing prior to the Calnev Closing
         Date and only to the extent any Calnev Company shall become a party to
         or become bound by the terms of a Calnev Collective Bargaining
         Agreement prior to the Calnev Closing Date, Purchaser shall (or shall
         cause Calnev to) comply with and perform all obligations under the
         Calnev Bargaining Agreements for periods after the Calnev Closing Date
         during which the Calnev Bargaining Agreements remain in effect and
         comply with and perform all obligations that survive the expiration of
         the Calnev Bargaining Agreement under applicable law with respect to
         Calnev Continuing Employees who are covered by such agreements (the
         "Calnev Continuing Union Employees"), including without limitation
         obligations relating to wages, vacation, holiday and severance pay,
         insurance, post-retirement medical, life and pension benefits. Except
         as otherwise specifically provided below in this paragraph (f),
         Purchaser shall take all such actions (including, without limitation,
         the establishing of, or causing of, the Calnev Companies to establish,
         such mirror plans) as may be necessary or appropriate to provide to
         Calnev Continuing Union Employees (and their eligible dependents), if
         any, for periods after the Calnev Closing



                                       51
<PAGE>   63

         Date during which the Calnev Bargaining Agreements remain in effect the
         benefits set forth in the Calnev Bargaining Agreements, including any
         such benefits that survive the expiration of the Calnev Bargaining
         Agreements. For purposes of fulfilling the pension obligations under
         Calnev Bargaining Agreements, if any, on or as soon as practicable
         after the Calnev Closing Date, Purchaser shall (or shall cause the
         Calnev Companies to) extend coverage to Calnev Continuing Union
         Employees under the Purchaser Hourly Pension Plan which shall be
         identical in all material respects to the Seller Hourly Pension Plan as
         in effect as of the Calnev Closing Date and shall credit the service
         and pay credited to each Calnev Continuing Union Employee under the
         Seller Hourly Pension Plan as of the Calnev Closing Date for all
         purposes under the Purchaser Hourly Pension Plan, including
         eligibility, vesting, benefit accrual and eligibility for subsidized
         benefits. The benefit (expressed as a single life annuity) payable from
         the Purchaser Hourly Pension Plan with respect to each Calnev
         Continuing Union Employee, determined as of the date as of which
         payment from the Purchaser Hourly Pension Plan actually commences,
         shall be reduced by the benefit (expressed as a single life annuity)
         payable with respect to such individual from the Seller Hourly Pension
         Plan, based on such Calnev Continuing Union Employee's accrued benefit
         under the Seller Hourly Pension Plan as of the Calnev Closing Date and
         determined as follows: (i) if the Calnev Continuing Union Employee is
         eligible to commence (or has commenced) payment from the Seller Hourly
         Pension Plan at the date that payment from the Purchaser Hourly Pension
         Plan commences, the benefit payable from the Seller Hourly Pension Plan
         shall be determined as if payment of the Calnev Continuing Union
         Employee's pension from the Seller Hourly Pension Plan commenced as of
         the same date that payment from the Purchaser Hourly Pension Plan
         commences (without regard to the date as of which payment from the
         Seller Hourly Pension Plan actually commences); and (ii) if the Calnev
         Continuing Union Employee is not eligible to commence payment from the
         Seller Hourly Pension Plan at the date that payment from the Purchaser
         Hourly Pension Plan commences, the benefit payable from Purchaser
         Hourly Pension Plan shall be reduced by the Calnev Continuing Union
         Employee's accrued benefit under the Seller Hourly Pension Plan as of
         the Calnev Closing Date, actuarially reduced from (A) age 65 if the
         employee has less than 15 years of service under the Seller Hourly
         Pension Plan, and (B) age 62 if the Calnev Continuing Union Employee
         has 15 or more years of service under the Seller Hourly Pension Plan.
         The actuarial reduction for this purpose shall reflect the actuarial
         basis for purposes of determining early commencement of benefits as set
         forth in the Seller Hourly Pension Plan as in effect on the Calnev
         Closing Date. In no event shall the benefit actually payable from the
         Seller Hourly Pension Plan with respect to a Calnev Continuing Union
         Employee be greater than the benefit to which such individual is
         entitled under the terms of the Seller Hourly Pension Plan as in effect
         on the Calnev Closing Date, determined as if the Calnev Continuing
         Union Employee terminated from the employ of Calnev and all its
         Affiliates on the Calnev Closing Date. In no event shall the benefit
         actually payable from the Purchaser Hourly Pension Plan with respect to
         a Calnev Continuing Union Employee be greater than (i) the benefit to
         which such individual would have been entitled under the Seller Hourly
         Pension Plan had such individual continued participation under the
         Seller Hourly Pension Plan after the Calnev Closing Date (under the
         terms of the Seller Hourly Pension plan in effect as of the Calnev
         Closing Date but determined as though the Seller Hourly Pension Plan
         were amended to




                                       52
<PAGE>   64

         take into account any pension changes negotiated by Purchaser after the
         Calnev Closing Date) until the date as of which such individual ceases
         accruing benefits under the Purchaser Hourly Pension Plan, less (ii)
         the amount by which the benefit under the Purchaser Hourly Pension Plan
         shall be reduced pursuant to this paragraph (f).

                  (g) For periods after the Calnev Closing Date, Purchaser shall
         ensure that (i) Calnev Continuing Employees who are not Calnev
         Continuing Union Employees (and their eligible dependents) shall
         participate in the Purchaser Plans on terms and conditions which,
         subject to the following provisions of this paragraph (g), are
         substantially the same as applied to other similarly situated employees
         and former employees of Purchaser, (ii) Calnev Continuing Employees
         shall be given credit under the Purchaser Plans (other than plans
         qualified under Section 401(a) of the Code) and the Purchaser Welfare
         Benefits Plans for their service with Seller and the Calnev Companies
         and their predecessors for all purposes (including eligibility for
         vacation, severance and post-retirement medical benefits) to the extent
         that such service is taken into account under the corresponding Calnev
         Plan as of the Calnev Closing Date, (iii) Calnev Continuing Employees
         shall be given credit under the Purchaser Plans that are qualified
         under Section 401(a) of the Code for their service with Seller and
         Calnev and their predecessors for purposes of eligibility and vesting.

                  (h) Purchaser shall provide severance and other benefits under
         the Enhanced GATX Severance Pay Program and under any severance
         arrangements listed on Schedule 2.13 (including Schedule 2.13(a)) to
         any Calnev Continuing Employee whose employment terminates during the
         12-month period beginning on the Calnev Closing Date; provided,
         however, that to the extent that Purchaser is unable to provide certain
         benefits under such arrangements, Purchaser shall substitute the cash
         equivalent thereof.

                  (i) Purchaser shall pay and be responsible for the payment of
         all amounts which may be or become due to Calnev Continuing Employees
         under Purchaser's bonus plans for the calendar year in which the Calnev
         Closing Date occurs as if the Calnev Continuing Employees became
         covered by such plans as of January 1 of such year. The Calnev Closing
         Balance Sheet shall include an accrual for the amount of the bonus
         accrued by Calnev Continuing Employees under the Seller's bonus plans
         for the period from January 1 of the year in which the Calnev Closing
         Date occurs through the Calnev Closing Date.

                  (j) Purchaser shall be responsible for the vacation time
         accrued by Calnev Continuing Employees prior to the Calnev Closing
         Date. Purchaser shall recognize the vacation time accrued by Calnev
         Continuing Employees on Seller's payroll records as of the Calnev
         Closing Date. Purchaser shall not be required to make a cash payment to
         Calnev Continuing Employees for such accrued vacation time except for
         payments of accrued but unused vacation pay upon termination of a
         Calnev Continuing Employee's employment. Purchaser shall have no
         obligation for any vacation time accrued prior to the Calnev Closing
         Date by Calnev Employees who are not Calnev Continuing Employees.



                                       53
<PAGE>   65

                  (k) On or prior to the Calnev Closing Date, Seller shall, or
         shall cause the Calnev Companies to, take such action as may be
         necessary or appropriate to conform the Calnev Plans to the provisions
         of this Section 5A.3. Unless specifically permitted by the terms of
         this Agreement or as set forth on Schedule 4.3 hereto, from the date
         hereof until the Calnev Closing Date, to the extent that Calnev
         Continuing Employees would be affected, Seller shall not (i) increase
         the rate of compensation payable or to become payable to any Calnev
         Employee, (ii) enter into any new, or agree to any increase in the
         benefits to be provided under any existing, individual severance
         agreement, stay bonus agreement or employment agreement, (iii) amend
         any Calnev Plan to increase any benefits or rights thereunder, or (iv)
         adopt any new plan, program, policy or arrangement which, if it existed
         as of the Calnev Closing Date, would constitute a Calnev Plan.

                  (l) The parties acknowledge and agree that all provisions
         contained in this Agreement with respect to employee benefit plans or
         employee compensation are included for the sole benefit of the
         respective parties hereto and shall not create any right in any other
         Person, including, without limitation, any employee of the Calnev
         Companies, any participant in any Calnev Plans or any beneficiary
         thereof.

                  (m) The corresponding reserve on the balance sheet having been
         removed, Seller shall retain and discharge the workers compensation
         liability of the Calnev Companies arising out of workers compensation
         accidents occurring prior to the Calnev Closing Date.

         5A.4 Full Access. From and after the Calnev Closing Date, Purchaser
shall cause Calnev to afford Seller and its counsel, accountants and other
authorized representatives, with two days' prior notice, reasonable access
during normal business hours to the respective premises, properties, personnel,
books and records of the Calnev Companies and any other assets or information
that Seller reasonably deems necessary to prepare the Calnev Closing Balance
Sheet with respect to Calnev and any report or Tax Return required to be filed
by Seller (but so as not to unduly disrupt the normal course of operations of
the Calnev Companies), including, without limitation, preparing or defending any
such Tax Return and any interim or annual report or other accounting statements.
Personnel of the Calnev Companies shall be available to execute Tax statute of
limitation waivers and amended Tax Returns at Seller's request for the Tax
Returns for the Tax Period prior to the Calnev Closing Date. Personnel of the
Calnev Companies shall assist Seller in the preparation of the Calnev Closing
Balance Sheet with respect to the Calnev Companies and any Tax Returns which
Seller is required to prepare pursuant to Sections 10A.2(a) and 10A.2(b);
provided, however, that Seller shall not be obligated to compensate such
personnel, Purchaser or the Calnev Companies for such assistance.

         5A.5 Directors' and Officers' Indemnification. For a period of six
years from the Calnev Closing Date, Purchaser agrees not to amend the
certificate of incorporation or bylaws of Calnev in any way to reduce or
eliminate the level of indemnification provided by any of the Calnev Companies
to the past and current officers and directors of such Calnev Company.

         5A.6 Use of GATX Name. As promptly as reasonably practicable subsequent
to the Calnev Closing, Purchaser shall use its reasonable best efforts to cause
each of the Calnev Companies to cease using the GATX name or any derivative
thereof in any way. Without





                                       54
<PAGE>   66

limiting the foregoing, as promptly as reasonably practicable subsequent to the
Calnev Closing, Purchaser shall use its reasonable best efforts to cause the
Calnev Companies to (a) change the name of any Calnev Company that includes
"GATX" and (b) to remove the GATX name, any derivative thereof and any logo
related thereto from any tanks, trucks or other objects on which such name
appears. Notwithstanding the foregoing, within three months of the Calnev
Closing, no Calnev Company shall use the GATX name or any derivative thereof in
any way.

         5A.7 HSR Filing With Respect to the Calnev Companies. In the event that
the Calnev Closing has not been consummated prior to December 1, 2001, as
promptly as practicable, Purchaser shall (in cooperation with Seller) (i) make
all filings and submissions with the DOJ and the FTC under the HSR Act and any
applicable state or foreign laws or regulations as may be reasonably required to
be made with all other Governmental Authorities in connection with the
transactions contemplated by this Agreement, requesting early termination of any
waiting period thereunder, (ii) respond promptly to any inquiries from the DOJ,
the FTC or other Governmental Authorities in connection with such filings and
(iii) comply in all material respects with the HSR Act. Subject to regulatory
constraints, Seller and Purchaser shall keep the other party fully advised with
respect to any requests from or communications with the DOJ, FTC or other
Governmental Authority and shall consult with the other party with respect to
all filings and responses thereto.

         5A.8 Assumption of Obligations. Effective as of the Calnev Closing,
Purchaser shall assume the guarantees and other obligations of Seller set forth
on Schedule 5.8 with respect to the Calnev Companies and shall use its
reasonable best efforts to cause Seller to be fully released and discharged from
such obligations.

                                   ARTICLE 6
        CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER WITH RESPECT TO
                                 TERMINALS SALE

         The obligation of Purchaser to purchase the Terminals Stock as provided
herein is, at the option of Purchaser, subject to satisfaction of each of the
following conditions precedent on or before the Terminals Closing Date:

         6.1 Warranties True as of Both Present Date and Closing Date. The
representations and warranties of Seller contained herein in Article 2 qualified
by a reference to materiality or a Terminals Material Adverse Effect shall have
been accurate, true and correct in all respects, and those not so qualified
shall have been accurate, true and correct in all material respects, on and as
of the date hereof, and, except to the extent that any such representation or
warranty qualified by a reference to materiality or a Terminals Material Adverse
Effect is made solely as of the date hereof or as of another date earlier than
the Terminals Closing Date, shall also be accurate, true and correct in all
respects, and those not so qualified shall be accurate, true and correct in all
material respects on and as of the Terminals Closing Date with the same force
and effect as though made by Seller on and as of the Terminals Closing Date;
provided, that if one or more of such representations or warranties are not
accurate, true and correct (or accurate, true and correct in all material
respects, as applicable) on and as of any such date, the conditions precedent in
this Section 6.1 shall nevertheless be deemed satisfied unless the inaccuracy,
falsity or incorrectness of all such representations or warranties, taken
together, would reasonably be expected to have a





                                       55
<PAGE>   67

Terminals Material Adverse Effect or a material adverse effect on the ability of
Purchaser to consummate the transaction described in Section 1.1 hereof.

         6.2 Compliance with Agreements and Covenants. Seller shall have
performed and complied in all material respects with all of its covenants and
obligations contained in this Agreement to be performed and complied with by it
on or prior to the Terminals Closing Date.

         6.3 Competition Law Approvals. All required notice and waiting periods
under the HSR Act and any other applicable competition laws shall have expired
or been waived.

         6.4 Injunctions; Consents.

                  (a) All necessary filings with and consents of any
         Governmental Authority or agency required for the consummation of the
         transaction described in Section 1.1 hereof shall have been made and
         obtained, all waiting periods with respect to such filings shall have
         expired or been terminated, and no court or any Governmental Agency
         shall have issued an injunction enjoining the transaction described in
         Section 1.1 hereof nor shall any Governmental Authority have instigated
         any formal proceeding seeking such an injunction. For purposes of
         clarification, the closing condition set forth in the first clause of
         the previous sentence shall apply only to those filings and consents
         where the failure to make such filing or obtain such consent would
         prohibit the sale of the Terminals Stock to Purchaser or make such sale
         illegal.

                  (b) Each of the consents set forth on Schedule 6.4(b) hereof
         with respect to the Terminals Companies shall have been obtained.
         Notwithstanding anything in this Agreement to the contrary, with
         respect to the condition to the Terminals Closing set forth in this
         Section 6.4(b), if this condition is not satisfied but Purchaser
         nevertheless elects to waive this condition and close the transactions
         contemplated hereby, none of the Seller Indemnified Parties shall have
         any liability pursuant to this Agreement as a result of any breach of
         any representation, warranty, covenant or other obligation hereunder
         relating to the waived condition and Purchaser shall indemnify, defend
         and hold the Seller Indemnified Parties harmless from and against any
         and all Losses incurred by the Seller Indemnified Parties as a
         consequence for having failed to obtain the consent or consents that
         cause the failure of the condition.

         6.5 Deliveries by Seller. Seller shall have effected the deliveries
required pursuant to Section 8.2 below.

                                   ARTICLE 6A
        CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER WITH RESPECT TO
                                  CALNEV SALE

         The obligation of Purchaser to purchase the GPL Stock as provided
herein is, at the option of Purchaser, subject to satisfaction of each of the
following conditions precedent on or before the Calnev Closing Date:

         6A.1 Warranties True as of Both Present Date and Closing Date. The
representations and warranties of Seller contained in Article 2A qualified by a
reference to materiality or a




                                       56
<PAGE>   68

Calnev Material Adverse Effect shall have been accurate, true and correct in all
respects, and those not so qualified shall have been accurate, true and correct
in all material respects, on and as of the date hereof, and, except to the
extent that any such representation or warranty qualified by a reference to
materiality or a Calnev Material Adverse Effect is made solely as of the date
hereof or as of another date earlier than the Calnev Closing Date, shall also be
accurate, true and correct in all respects, and those not so qualified shall be
accurate, true and correct in all material respects on and as of the Calnev
Closing Date with the same force and effect as though made by Seller on and as
of the Calnev Closing Date; provided, that if one or more of such
representations or warranties are not accurate, true and correct (or accurate,
true and correct in all material respects, as applicable) on and as of any such
date, the conditions precedent in this Section 6A.1 shall nevertheless be deemed
satisfied unless the inaccuracy, falsity or incorrectness of all such
representations or warranties would reasonably be expected to have a Calnev
Material Adverse Effect or a material adverse effect on the ability of Purchaser
to consummate the transaction described in Section 1A.1 hereof.

         6A.2 Compliance with Agreements and Covenants. Seller shall have
performed and complied in all material respects with all of its covenants and
obligations with respect to the Calnev Companies to be performed and complied
with by them on or prior to the Calnev Closing Date.

         6A.3 Competition Law Approvals. All required notice and waiting periods
under the HSR Act and any other applicable competition laws shall have expired
or been waived.

         6A.4 Injunctions; Consents.

                  (a) All necessary filings with and consents of any
         Governmental Authority or agency required for the consummation of the
         transaction described in Section 1A.1 hereof shall have been made and
         obtained, all waiting periods with respect to such filings shall have
         expired or been terminated, and no court or any Governmental Agency
         shall have issued an injunction enjoining the transaction described in
         Section 1A.1 hereof nor shall any Governmental Authority have
         instigated any formal proceeding seeking such an injunction. For
         purposes of clarification, the closing condition set forth in the first
         clause of the previous sentence shall apply only to those filings and
         consents where the failure to make such filing or obtain such consent
         would prohibit the sale of the GPL Stock to Purchaser or make such sale
         illegal.

                  (b) Each of the consents set forth on Schedule 6.4(b) hereof
         with respect to Calnev shall have been obtained. Notwithstanding
         anything in this Agreement to the contrary, with respect to the
         condition to the Calnev Closing set forth in this Section 6A.4(b), if
         this condition is not satisfied but Purchaser nevertheless elects to
         waive this condition and close the transactions contemplated hereby,
         none of the Seller Indemnified Parties shall have any liability
         pursuant to this Agreement as a result of any breach of any
         representation, warranty, covenant or other obligation hereunder
         relating to the waived condition and Purchaser shall indemnify, defend
         and hold the Seller Indemnified Parties harmless from and against any
         and all Losses incurred by the Seller Indemnified Parties as a
         consequence for having failed to obtain the consent or consents that
         cause the failure of the condition.



                                       57
<PAGE>   69
         6A.5 Deliveries by Seller. Seller shall have effected the deliveries
required pursuant to Section 8A.2 below.


                                   ARTICLE 7
         CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER WITH RESPECT TO
                            TERMINALS COMPANIES SALE

         The obligation of Seller to sell the Terminals Stock as provided herein
is, at the option of Seller, subject to the satisfaction of each of the
following conditions precedent on or before the Terminals Closing Date:

         7.1 Warranties True as of Both Present Date and Closing Date. The
representations and warranties of Purchaser contained herein qualified by a
reference to materiality or a material adverse effect shall have been accurate,
true and correct in all respects, and those not so qualified shall have been
accurate, true and correct in all material respects on and as of the date
hereof, and shall also be accurate, true and correct in all respects, and those
not so qualified shall be accurate, true and correct in all material respects,
on and as of the Terminals Closing Date with the same force and effect as though
made by Purchaser on and as of the Terminals Closing Date.

         7.2 Compliance with Agreements and Covenants. Purchaser shall have
performed and complied in all material respects with all of its covenants and
obligations contained in this Agreement to be performed and complied with by it
on or prior to the Terminals Closing Date.

         7.3 Competition Law Approvals. All required notice and waiting periods
under the HSR Act and any other applicable competition laws shall have expired
or been waived.

         7.4 Injunctions; Consents. All necessary filings with and consents of
any Governmental Authority and agency required for the consummation of the
transactions described in Section 1.1 hereof shall have been made and obtained,
all waiting periods with respect to such filings shall have expired or been
terminated, and no court or any Governmental Authority shall have issued an
injunction enjoining the transactions described in Section 1.1 hereof nor shall
any Governmental Authority have instigated any formal proceeding seeking such an
injunction. For purposes of clarification, the closing condition set forth in
the first clause of the previous sentence shall apply only to those filings and
consents where the failure to make such filing or obtain such consent would
prohibit the sale of the Terminals Stock to Purchaser or make such sale illegal.

         7.5 Deliveries by Purchaser. Purchaser shall have effected the
deliveries required pursuant to Section 8.3 below.


                                   ARTICLE 7A
          CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER WITH RESPECT TO
                                   CALNEV SALE

         The obligation of Seller to sell the GPL Stock as provided herein is,
at the option of Seller, subject to the satisfaction of each of the following
conditions precedent on or before the Calnev Closing Date:



                                       58
<PAGE>   70

         7A.1 Warranties True as of Both Present Date and Closing Date. The
representations and warranties of Purchaser contained herein qualified by a
reference to materiality or a material adverse effect shall have been accurate,
true and correct in all respects, and those not so qualified shall have been
accurate, true and correct in all material respects on and as of the date
hereof, and shall also be accurate, true and correct in all respects, and those
not so qualified shall be accurate, true and correct in all material respects,
on and as of the Calnev Closing Date with the same force and effect as though
made by Purchaser on and as of the Calnev Closing Date.

         7A.2 Compliance with Agreements and Covenants. Purchaser shall have
performed and complied in all material respects with all of its covenants and
obligations related to the Calnev Companies to be performed and complied with by
it on or prior to the Calnev Closing Date.

         7A.3 Competition Law Approvals. All required notice and waiting periods
under the HSR Act and any other applicable competition laws shall have expired
or been waived.

         7A.4 Injunctions; Consents. All necessary filings with and consents of
any Governmental Authority and agency required for the consummation of the
transactions described in Section 1A.1 hereof shall have been made and obtained,
all waiting periods with respect to such filings shall have expired or been
terminated, and no court or any Governmental Authority shall have issued an
injunction enjoining the transactions described in Section 1A.1 hereof nor shall
any Governmental Authority have instigated any formal proceeding seeking such an
injunction. For purposes of clarification, the closing condition set forth in
the first clause of the previous sentence shall apply only to those filings and
consents where the failure to make such filing or obtain such consent would
prohibit the sale of the GPL Stock to Purchaser or make such sale illegal.

         7A.5 Deliveries by Purchaser. Purchaser shall have effected the
deliveries required pursuant to Section 8A.3 below.

                                   ARTICLE 8
                                TERMINALS CLOSING

         8.1 Terminals Closing.

                  (a) The payment of the Terminals Purchase Price and
         consummation of the transaction set forth in this Agreement relating to
         the Terminals Sale shall take place at the offices of Mayer, Brown &
         Platt, 190 South LaSalle Street, Chicago, Illinois 60603 at 10:00 A.M.
         on March 1, 2001 (it being understood that, subject to Section 8.1(b),
         the Terminals Closing shall be deemed to have occurred at 12:00 A.M. on
         March 1, 2001 for any and all purposes) (the "Terminals Closing Date").

                  (b) Notwithstanding the actual Terminals Closing Date,
         assuming consummation of the Terminals Sale, such Terminals Sale shall
         have economic effect as if they had been consummated at 12:00 A.M. on
         January 1, 2001. Seller and Purchaser shall reasonably assist each
         other in making the accounting and tax determinations necessary to
         effectuate the provisions of the preceding sentence.

         8.2 Seller's Deliveries. At the Terminals Closing, Seller shall deliver
to Purchaser:



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<PAGE>   71

                  (a) a certificate, signed by an executive officer of Rail,
         certifying as to the compliance by Seller with Sections 6.1 and 6.2
         hereof;

                  (b) any applicable conveyance documents or other evidence of
         transfer of the membership interests of the Terminals Companies in form
         and substance reasonably satisfactory to Purchaser;

                  (c) the stock record book, minute book and seal (if any) of
         each of the Terminals Companies;

                  (d) such resignations effective as of the Terminals Closing
         Date of any officer or director of the Terminals Companies as may be
         requested by Purchaser;

                  (e) a certification of Holding's non-foreign status as set
         forth in Treasury Regulation Section 1.1445-2(b);

                  (f) a duly executed copy of each Related Agreement (including,
         without limitation, the Services Agreement contemplated by Section
         5.9); and

                  (g) any other items required to be delivered by Seller under
         the terms and provisions of this Agreement.

         8.3 Purchaser's Deliveries. At the Terminals Closing, Purchaser shall
deliver to Seller:

                  (a) a certificate, signed by an executive officer of
         Purchaser, certifying as to the compliance by Purchaser with Sections
         7.1 and 7.2 hereof;

                  (b) confirmation of the wire transfer of same-day funds in the
         amount of the Terminals Purchase Price, as required by Section 1.2;

                  (c) a duly executed copy of each Related Agreement (including,
         without limitation, the Services Agreement contemplated by Section
         5.9); and

                  (d) any other items (including bank guarantees) to be
         delivered by Purchaser under the terms and provisions of this
         Agreement.

         8.4 Termination. This Agreement shall terminate with respect to the
Terminals Sale:


                  (a) upon the mutual agreement of Seller and Purchaser;

                  (b) upon written notice from Purchaser to Seller if each of
         the conditions precedent set forth in Article 6 has not been satisfied
         on or before April 2, 2001; provided, however, if the consent of the
         Port of Tampa to the assignment of any of the leases specified as a
         condition to the Terminals Closing in Section 6.4(b) has not been
         obtained by April 2, 2001, Seller may, upon notice to Purchaser given
         no later than three business days prior to April 2, 2001, elect to
         extend the date in this clause (b) to May 31, 2001; or



                                       60
<PAGE>   72


                  (c) upon written notice from Seller to Purchaser if each of
         the conditions precedent set forth in Article 7 has not been satisfied
         on or before April 2, 2001.

         If this Agreement is terminated pursuant to this Section 8.4, all
further obligations of the parties under this Agreement will terminate, except
that (i) the obligations in Section 11.1 will survive and (ii) if this Agreement
with respect to Terminals Sale is terminated by a party because of the breach of
the Agreement by the other party or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied as a
result of the other party's failure to comply with its obligations under this
Agreement, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired. The obligations of the parties under the
Confidentiality Agreement (as amended) shall survive, and continue in full force
and effect after termination of this Agreement with respect to Terminals Sale.


                                   ARTICLE 8A
                         CALNEV CLOSING; ASSET DIVISION

         8A.1 Calnev Closing. The Calnev Closing shall take place at the offices
of Mayer, Brown & Platt, 190 South LaSalle Street, Chicago, Illinois 60603 at
10:00 A.M. as soon as reasonably practicable after the date on which all
conditions precedent set forth in Articles 6A and 7A have been satisfied or
waived by the parties, or such other date as is mutually agreeable to Seller and
Purchaser (the "Calnev Closing Date").

         8A.2 Seller's Deliveries. At the Calnev Closing, Seller shall deliver
to Purchaser:


                  (a) a certificate, signed by an executive officer of Rail,
         certifying as to the compliance by Seller with Sections 6A.1 and 6A.2
         hereof;

                  (b) any applicable conveyance documents or other evidence of
         transfer of the membership interests of the Calnev Companies in form
         and substance reasonably satisfactory to Purchaser;

                  (c) the stock record book, minute book and seal (if any) of
         each of the Calnev Companies;

                  (d) such resignations effective as of the Calnev Closing Date
         of any officer or director of all of the Calnev Companies as may be
         requested by Purchaser;

                  (e) a certification of Holding's non-foreign status as set
         forth in Treasury Regulation Section 1.1445-2(b); and

                  (f) any other items required to be delivered by Seller under
         the terms and provisions of this Agreement.

         8A.3 Purchaser's Deliveries. At the Calnev Closing, Purchaser shall
deliver to Seller:

                  (a) a certificate, signed by an executive officer of
         Purchaser, certifying as to the compliance by Purchaser with Sections
         7A.1 and 7A.2 hereof;



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<PAGE>   73

                  (b) confirmation of the wire transfer of same-day funds in the
         amount of the Calnev Purchase Price, as required by Section 1A.2; and

                  (c) any other items (including bank guarantees) to be
         delivered by Purchaser under the terms and provisions of this
         Agreement.

         8A.4 Termination. After consummation of the Terminals Sale, this
Agreement shall terminate with respect to the Calnev Sale:

                  (a) upon the mutual agreement of Seller and Purchaser;

                  (b) upon written notice from Purchaser to Seller if each of
         the conditions precedent set forth in Article 6A has not been satisfied
         on or before December 31, 2001; or

                  (c) upon written notice from Seller to Purchaser if each of
         the conditions precedent set forth in Article 7A has not been satisfied
         on or before December 31, 2001.


If this Agreement is terminated with respect to the Calnev Sale pursuant to this
Section 8A.4, all further obligations of the parties under this Agreement will
terminate, except that (i) any obligations in this Agreement and the Related
Agreements with respect to the Terminals Sale shall continue and be unaffected
by such termination with respect to the Calnev Sale pursuant to this Section
8A.4, (ii) the obligations in Section 11.1 will survive and (iii) if this
Agreement is terminated with respect to the Calnev Sale by a party because of
the breach of the Agreement by the other party or because one or more of the
conditions to the terminating party's obligations under this Agreement with
respect to the Calnev Sale is not satisfied as a result of the other party's
failure to comply with its obligations under this Agreement with respect to the
Calnev Sale, the terminating party's right to pursue all legal remedies will
survive such termination unimpaired. The obligations of the parties under the
Confidentiality Agreement shall survive, and continue in full force and effect
after termination of this Agreement with respect to the Calnev Sale.

         8A.5 Asset Division. The parties agree to consummate the Calnev Sale
upon receipt of all requisite regulatory approvals for the Calnev Sale. In
addition, to preserve the possibility of an alternative transaction in the event
that CalPUC does not approve the Calnev Sale (or delays such approval), the
parties shall undertake all actions necessary to divide the assets and
liabilities of the Calnev Companies, to execute the operating agreement
regarding certain Calnev assets and to consummate the New Calnev Sale
(collectively, the "Asset Division") in the event the application before the
CalPUC for the approval of the Calnev Sale has not been placed on the CalPUC's
agenda for its March 27, 2001 meeting or in the event the CalPUC does not
approve the Calnev Sale at its March 27, 2001 meeting. The parties shall proceed
as promptly as is reasonably practicable to complete the Asset Division so as to
achieve the following objectives:

                  (a) Any and all assets of the Calnev Companies that may be
         transferred without the necessity of obtaining the approval of the
         CalPUC and all associated liabilities (the "Transferable Assets and
         Liabilities") shall be transferred by the Calnev Companies to a special
         purpose subsidiary to be formed by Seller ("New Calnev").



                                       62
<PAGE>   74

                  (b) Any and all assets and liabilities of the Calnev Companies
         other than the Transferable Assets and Liabilities (the "Retained
         Assets and Liabilities") shall be retained by the Calnev Companies.

                  (c) Seller and Purchaser (or the appropriate wholly-owned
         Affiliates thereof) shall execute a mutually agreeable operating
         agreement (the "Operating Agreement") that will govern the operation by
         Purchaser (or, subject to the reasonable approval of Seller, its
         designee) of the Retained Assets and Liabilities, designed so as to
         minimize any interference in the normal business operations of the
         Calnev Companies as constituted prior to such Asset Division and to
         observe applicable Law. The Asset Division, the New Calnev Sale and the
         Operating Agreement shall be subject to the overall mandate that the
         Operating Agreement and the other documents pertaining to the New
         Calnev Sale and the Asset Division shall contain commercially
         reasonable terms and conditions including, without limitation, that:

                           (i) the Purchaser (or, subject to the reasonable
                  approval of Seller, its designee) shall act as operator (the
                  "Operator") of the Retained Assets and Liabilities in
                  accordance with the Operating Agreement;

                           (ii) the execution, delivery and performance of the
                  Operating Agreement, the Asset Division and the New Calnev
                  Sale shall not violate any Law or require the consent or
                  approval of any Governmental Authority;

                           (iii) all revenues derived from the operation of the
                  Retained Assets and Liabilities shall be collected by the
                  Operator and held for the benefit of Calnev in a separately
                  identifiable operating account;

                           (iv) the Operator shall pay from such account: (A)
                  all costs associated with the Retained Assets and Liabilities,
                  including general and administrative expenses and other
                  overhead costs associated with the Retained Assets and
                  Liabilities; (B) an appropriate percentage of general overhead
                  and expenses incurred in the joint operation of the Calnev
                  Companies and New Calnev which cannot be allocated to
                  Transferable Assets and Liabilities or to Retained Assets and
                  Liabilities; and (C) as its sole and exclusive compensation
                  under the Operating Agreement, an amount of compensation that
                  is mutually agreeable to the parties (or, if the parties
                  cannot so agree, as is determined by the arbitration panel
                  contemplated by Section 8A.6);

                           (v) the Operator shall remit to Calnev the remainder
                  of the funds in the account on a monthly basis;

                           (vi) the Operator shall assume all operating risks
                  associated with the operation of the Retained Assets and
                  Liabilities;

                           (vii) the Operator shall indemnify Seller, and
                  release Seller from, all Losses associated with the operation
                  of the Retained Assets and Liabilities except for those solely
                  attributable to the gross negligence or willful misconduct of
                  Seller;



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<PAGE>   75

                           (viii) Seller shall have exclusive responsibility to
                  determine intrastate tariff changes and capital expenditures;

                           (ix) the Operator may be terminated by Seller for
                  reasonable cause and upon reasonable notice;

                           (x) the consummation of the Asset Division, the
                  Operating Agreement and the New Calnev Sale shall be subject
                  to the satisfaction of the closing conditions set forth in
                  Article 6A and Article 7A hereof; and

                           (xi) the consummation of the Asset Division, the
                  Operating Agreement and the New Calnev Sale shall be subject
                  to customary representations, warranties and covenants as may
                  be mutually agreeable to each of Purchaser and Seller.

If the Asset Division occurs, the parties will, unless and until they mutually
agree to the contrary or until the receipt of a final non-appealable order
denying approval of the transfer of the Retained Assets and Liabilities,
exercise reasonable best efforts to cause the CalPUC to approve the transfer of
the Retained Assets and Liabilities to Purchaser.

                  (d) Subject to the terms and conditions of this Section 8A.5
         and the expiration or waiver of all required notice and waiting periods
         under the HSR Act and any other applicable competition laws, Seller
         shall sell, assign and deliver to Purchaser, and Purchaser shall
         purchase and take assignment and delivery of, all of the issued and
         outstanding shares of capital stock of New Calnev, such capital stock
         having been converted into a limited liability company membership
         interest prior to any such sale (the "New Calnev Sale"). At the New
         Calnev Closing, Purchaser shall pay, by wire transfer of same-day
         funds, an amount equal to the Calnev Purchase Price (as adjusted to
         account for the difference in the Calnev Working Capital and Calnev
         Aggregate Non-Current Balance Sheet Liability between September 30,
         2000 and the New Calnev Closing Date pursuant to the mechanics set
         forth in Section 1A.3 hereof) multiplied by a fraction equal to the
         difference between (i) one (1) and (ii) a fraction having a numerator
         equal to the average revenue attributable to the Retained Assets and
         Liabilities in 1999 and 2000 (prior to the Asset Division) and a
         denominator equal to the average total revenue of the Calnev Companies
         in 1999 and 2000 (prior to the Asset Division), in each case as
         determined from the books and records of the Calnev Companies and the
         filings made by the Calnev Companies with the CalPUC and with the
         Federal Energy Regulatory Commission (the "New Calnev Purchase Price").

         8A.6 Actions Taken Contemporaneously with Asset Division.
Contemporaneously with the commencement of negotiations with respect to the
Asset Division pursuant to Section 8A.5, the parties shall undertake the
following:

                  (a) As promptly as possible after the commencement of the
         negotiations contemplated by Section 8A.5, the parties shall provide
         written notice to the CalPUC of their intention to consummate the Asset
         Division. Such notice shall state that the parties intend to pursue the
         CalPUC's approval of the intrastate portion of the transaction which is
         subject to the jurisdiction of the CalPUC, but proceed to close on the
         interstate portion



                                       64
<PAGE>   76

         and enter into an operating agreement whereby the Purchaser (or its
         designee) shall operate the intrastate assets on behalf of Calnev.

                  (b) On or before the fifth day following the commencement of
         the negotiations contemplated by Section 8A.5 and Section 8A.6, and in
         anticipation of the arbitration of potential disputes between them
         before a three member panel, the parties shall take such steps as may
         be required to initiate arbitration proceedings before the American
         Arbitration Association (the "AAA"). The parties shall request the AAA
         to tender separate lists of potential arbitrators having the following
         qualifications:

                           (i) One list shall be comprised of attorneys licensed
                  to practice law in the State of California with ten (10) or
                  more years of experience in practicing before the CalPUC; and

                           (ii) The other list shall be comprised of former
                  Justices of the California Supreme Court.

                  (c) The parties shall select three arbitrators from the lists
         so tendered, in the manner and within the time frame specified by
         applicable rules of the AAA. Two of the arbitrators shall have the
         qualifications specified in Section 8A.6(b)(i) and the remaining
         arbitrator shall have the qualifications specified in Section
         8A.6(b)(ii). In the event a former Justice of the California Supreme
         Court is not available, the AAA shall instruct the two arbitrators so
         selected to select a third arbitrator having the qualifications set
         forth in Section 8A.6(b)(i) above.

                  (d) Within thirty days following the receipt by each of the
         parties of the AAA's designation of the panel so selected, the panel
         shall develop and provide to the parties instructions as to the
         arbitral procedure, including the timeframe within which the parties
         must (i) provide a submission of issues to the panel, (ii) provide
         supporting documentation and memoranda of law, (iii) reply to the
         documentation and memoranda submitted by the other party and (iv) take
         such other action as the panel may deem necessary or advisable so that
         the resolution of the issues submitted may be resolved as promptly as
         possible, but in any event as close to July 1, 2001 as is reasonably
         practicable.

                  (e) No sooner than thirty (30) days after the commencement of
         negotiations pursuant to Section 8A.5 as mutually agreed by the
         parties, either party may ask the arbitration panel to resolve any
         points of disagreement between the parties relating to the Asset
         Division, Operating Agreement and New Calnev Sale. An arbitration
         proceeding conducted in accordance with this section, including the
         time table set forth herein shall be the exclusive remedy available to
         either party with respect to the Asset Division and for the failure of
         the other party to reach an agreement relating to the Asset Division,
         the Operating Agreement or the New Calnev Sale (other than for breach
         of the obligations under Section 8A.5 and Section 8A.6). The
         arbitration shall take place in Denver, Colorado, shall be governed by
         the choice of law set forth in Section 11.7 hereof, and, unless the
         parties otherwise agree, shall be governed by the commercial
         arbitration rules of the AAA. The panel shall resolve any issue
         submitted to it on the basis of (i)



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<PAGE>   77

         preserving the division between Transferable Assets and Liabilities and
         Retained Assets and Liabilities set forth in Section 8A.5(a) and (b),
         on terms not inconsistent with Section 8A.5(c), (ii) operational
         safety, (iii) operational efficiency and (iv) any other factors
         relevant to the achievement of the objectives set forth in this Section
         8A.5. The decision of the arbitration panel shall be final and binding
         on Seller and Purchaser, and the Asset Division, the Operating
         Agreement and the New Calnev Sale shall be conformed to reflect the
         decision of the arbitration panel. The parties shall exercise
         commercially reasonable efforts to consummate the Asset Division as
         soon as reasonably practicable after receipt of the decision of the
         arbitration panel. If the arbitration panel is unable to resolve one or
         more of the disputes, the parties will continue to negotiate in good
         faith (but in any event not beyond December 31, 2001) toward a mutually
         agreeable resolution, reserving the right to ask the arbitration panel
         to resolve future disputes. The arbitration panel shall be directed to
         expressly confirm that the arbitration panel's proposed resolution of
         the issues submitted to arbitration by the parties does not violate
         applicable Law and does not require the approval of any Governmental
         Authority. All costs of the arbitration contemplated by this Section
         8A.5(e) shall be shared equally by Purchaser and Seller.

                  (f) Notwithstanding anything in this Agreement to the
         contrary, upon the first to occur of the following: (i) the mutual
         agreement of the parties, and (ii) the failure of the Asset Division to
         occur on or before December 31, 2001, and if the Calnev Sale has not
         occurred by December 31, 2001, the Seller and the Purchaser shall cease
         efforts to consummate the Asset Division and shall have no further
         rights as to each other with respect to the Calnev Companies, this
         Agreement shall terminate with respect to the Calnev Sale pursuant to
         Section 8A.4, the Asset Division, the Operating Agreement and the New
         Calnev Sale and the Seller shall be free to divest the Calnev Companies
         (by way of sale of equity, sale of assets, merger, joint venture,
         partnership, sale-leaseback, lease finance, synthetic lease or
         otherwise) to any bona fide third party that is not an Affiliate of
         Seller at its discretion, provided, however, that (x) if Seller divests
         the Calnev Companies for gross proceeds (including any debt and
         non-cash consideration) in excess of $375,000,000, Seller shall pay to
         Purchaser within five business days of the consummation of such
         divestiture an amount equal to the sum of 25% of the amount by which
         the gross proceeds (including any debt and non-cash consideration) from
         the divestiture exceed $375,000,000 (except that no such payment shall
         be due if the reason the transaction between Seller and Purchaser with
         respect to the Calnev Companies did not close before December 31, 2001
         was on account of a breach by Purchaser of its obligations under this
         Agreement) and (y) the terms of Section 8A.5(f)(ii)(x) and Section
         8A.6(b) shall survive. Nothing in this Section 8A.5(f) shall be
         construed so as to prevent Seller from transferring any Calnev Company
         to any of its wholly-owned Affiliates; provided, however, that upon any
         divestiture by such Affiliate to any bona fide third party that is not
         an Affiliate of Seller, Purchaser shall be entitled to the payments
         required in the second sentence of this Section 8A.5(f). If a third
         party that is not an Affiliate of Seller or Purchaser objects to the
         Asset Division, Operating Agreement or the New Calnev Sale on the
         ground that it would violate applicable Law and Purchaser nevertheless
         elects to consummate the Asset Division, the Operating Agreement and
         the New Calnev Sale, and the issue raised by the third party has not
         been addressed by an arbitration panel pursuant to this Section 8A.6,
         Purchaser agrees to indemnify Seller, to




                                       66
<PAGE>   78

         the maximum extent permitted by Law, for any Calnev Losses incurred by
         a Seller Indemnified Party resulting from such objection.

         8A.7 Special Severance Payment.

                  (a) Upon the earlier of the Calnev Closing and the date of the
         consummation of the Asset Division, Purchaser shall pay to Seller an
         additional amount equal to the product of (x) 600 minus the number of
         Terminals Employees and Calnev Employees who are Terminals Continuing
         Employees or Calnev Continuing Employees, respectively, as of such date
         and (y) the average severance payment made to all Terminals Employees
         and Calnev Employees other than severance payments to Terminals
         Employees or Calnev Employees based in Chicago.

                  (b) In the event that neither the Calnev Sale nor the Asset
         Division shall have occurred prior to March 31, 2002, Purchaser shall
         pay to Seller an additional amount equal to the product of (x) 532
         minus the number of Terminals Continuing Employees and (y) the average
         severance payment described made to all Terminals Employees other than
         severance payments to Terminals Employees based in Chicago.


                                   ARTICLE 9
             SURVIVAL AND INDEMNIFICATION RELATING TO TERMINALS SALE

         9.1 Survival. The representations and warranties of the parties hereto
contained herein with respect to the Terminals Companies and in the Related
Agreements shall survive the Terminals Closing until January 1, 2002, except
that (i) Terminals Tax Warranties shall survive until the applicable Tax Statute
of Limitations Date, (ii) the Terminals Environmental Warranty shall survive
until July 1, 2002, and (iii) Terminals Title and Authorization Warranties and
the representations and warranties set forth in Sections 2.3, 2.4(a)(i), 2.15
and 2.23 shall survive forever. Any covenant or obligation of the parties
pursuant to this Agreement that requires action to be taken prior to the
Terminals Closing (other than such covenants contained in Section 4.8 and
Article 10 hereof) shall survive the Terminals Closing until January 1, 2002.
Except where a shorter time period is specifically provided in this Agreement,
all other covenants and obligations of the parties with respect to the Terminals
Companies or the Terminals Closing pursuant to this Agreement (including,
without limitation, such covenants contained in Section 4.8 and Article 10
hereof) shall survive the Terminals Closing forever. The Schedule 9.2(a) Matters
shall survive the Terminals Closing forever. Neither Purchaser nor Seller shall
have any liability with respect to claims first asserted in connection with any
representation, warranty, covenant or obligation with respect to the Terminals
Companies or the Terminals Closing hereunder after the survival period specified
therefor in this Section 9.1.

         9.2 Indemnification by Seller. Solely for the purpose of
indemnification in this Section 9.2, the representations and warranties of
Seller with respect to the Terminals Companies in this Agreement (other than the
representations and warranties of Seller contained in Section 2.10) shall be
deemed to have been made without regard to any materiality or Terminals Material
Adverse Effect qualifiers. Subject to Section 9B.7, Rail and Holdings, jointly
and severally, agree to indemnify Purchaser, its officers, directors,
Affiliates, successors and assigns, including, for the avoidance of doubt, the
Terminals Companies after the Terminals Closing (the


                                       67
<PAGE>   79

"Terminals Purchaser Indemnified Parties") against, and agree to hold the
Terminals Purchaser Indemnified Parties harmless from, any and all Terminals
Losses incurred or suffered by any Terminals Purchaser Indemnified Party arising
out of any of the following:

              (a) the matters set forth in Schedule 9.2(a) (the "Schedule 9.2(a)
         Matters"), whether or not a breach of a representation, warranty,
         covenant or agreement has occurred, it being further agreed that (i)
         the limitations on liability or survival of obligations of Seller set
         forth in this Agreement shall in no way limit or apply to any
         indemnification under this Section 9.2(a) and (ii) for purposes of this
         Section 9.2(a) only, each Calnev Company shall cease to be an "Excluded
         Company" upon the earlier of the Calnev Closing and the New Calnev
         Closing;

              (b) any breach of or any inaccuracy in any representation or
         warranty made by Seller in Article 2 of this Agreement or any Related
         Agreement or other document delivered by Seller at the Terminals
         Closing; provided, that Seller shall have no liability under this
         Section 9.2(b) for any breach of or inaccuracy in any such
         representation or warranty unless (i) in the case of such
         representations and warranties, except for Terminals Tax Warranties,
         the Terminals Environmental Warranty, Terminals Title and Authorization
         Warranties, and the representations and warranties set forth in
         Sections 2.3, 2.4(a)(i), 2.15 and 2.23, a notice of the Terminals
         Purchaser Indemnified Party's claim is given to Seller not later than
         the close of business on January 1, 2002, (ii) in the case of Terminals
         Tax Warranties, a notice of the Terminals Purchaser Indemnified Party's
         claim is given to Seller not later than the close of business on the
         applicable Tax Statute of Limitations Date, and (iii) in the case of
         the Terminals Environmental Warranty, a notice of the Terminals
         Purchaser Indemnified Party's claim is given to Seller not later than
         the close of business on July 1, 2002;

              (c) any breach of or failure by Seller to perform any covenant,
         obligation or other agreement of Seller with respect to the Terminals
         Companies or the Terminals Closing set out in this Agreement or any
         Related Agreement or other document delivered by Seller at the
         Terminals Closing; provided, that Seller shall have no liability under
         this Section 9.2(c) for any breach or failure occurring on or prior to
         the Terminals Closing Date unless a notice of the Terminals Purchaser
         Indemnified Party's claim is given to Seller within the applicable time
         period set forth in Section 9.1 hereof;

              (d) incurred by any Terminals Purchaser Indemnified Party
         pursuant to the letter agreement dated March 18, 1999 regarding the
         GATX Terminals Limited Pension Scheme; or

              (e) any post-employment welfare benefit payable under a Seller
         Welfare Benefit Plan with respect to any individual who is an employee
         or former employee of the Terminals Companies on the Terminals Closing
         Date (or the eligible dependent of such an employee or former
         employee), excluding (i) severance costs and continuation coverage
         (within the meaning of Code Section 4980(B)(f) ("COBRA") with respect
         to Terminals Continuing Employees and their qualified beneficiaries,
         and (ii) post-retirement medical and life benefits with respect to
         Terminals Continuing Union


                                       68

<PAGE>   80


         Employees (and their eligible dependents) who are not eligible to
         commence receipt of an immediate pension benefit on or before the
         Terminals Closing Date.

         9.3  Indemnification by Purchaser. Solely for the purpose of
indemnification in this Section 9.3, the representations and warranties of
Purchaser in this Agreement with respect to the Terminals Closing shall be
deemed to have been made without regard to any materiality or Terminals Material
Adverse Effect qualifiers. Subject to Section 9B.8, Purchaser agrees to
indemnify Seller, its officers, directors, its Affiliates after the Terminals
Closing, successors and assigns (the "Terminals Seller Indemnified Parties")
against, and agrees to hold the Terminals Seller Indemnified Parties harmless
from, any and all Losses incurred or suffered by any Terminals Seller
Indemnified Party arising out of any of the following:

              (a) any breach of or any inaccuracy in any representation or
         warranty made by Purchaser in Article 3 of this Agreement or any
         Related Agreement or any document delivered by Purchaser at the
         Terminals Closing; provided, that Purchaser shall have no liability
         under this Section 9.3(a) for any breach of or inaccuracy in any
         representation or warranty unless, in the case of all representations
         and warranties with respect to the Terminals Closing, except for
         Terminals Title and Authorization Warranties and the representation and
         warranty set forth in Section 3.2, a notice of the Terminals Seller
         Indemnified Party's claim is given to Purchaser not later than the
         close of business on January 1, 2002;

              (b) any breach of or failure by Purchaser to perform any covenant,
         obligation or other agreement of Purchaser set out in this Agreement
         and relating to the Terminals Closing or any Related Agreement or any
         document delivered by Purchaser at the Terminals Closing;

              (c) any occurrence, event, act or omission of any Terminals
         Company prior or subsequent to the Terminals Closing, other than an
         occurrence, event, act or omission which provides the basis for a right
         of Purchaser to indemnification under Section 9.2;

              (d) the termination of employment of any individual who, on or
         after the Terminals Closing Date, is an employee of a Terminals
         Company, Purchaser or any Affiliate of Purchaser, any employee matter
         relating to any such employee, and any welfare benefit (including
         post-retirement health and life benefits) to be provided with respect
         to any such employee under the terms of any collective bargaining
         agreement to which any Terminals Company is a party on or after the
         Terminals Closing Date (excluding any post-retirement health or life
         benefit with respect to a Terminals Continuing Union Employee who is
         eligible to commence receipt of an immediate pension benefit prior to
         or coincident with the Terminals Closing Date;

              (e) the enforcement against Seller or any Terminals Seller
         Indemnified Party of any of the guarantee or other obligations set
         forth on Schedule 5.8 and any and all Terminals Losses related to
         environmental matters incurred by Seller pursuant to contractual
         indemnification obligations of the Terminals Companies to third parties
         related to previously divested assets or businesses, including, without
         limitation, those indemnification obligations set forth on Appendix A
         to Schedule 9.2(a) attached hereto;



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<PAGE>   81


              (f) any occurrence, event, act or omission of or related to the
         business of the Terminals Companies (which was conducted as a division
         of General American Transportation Corporation) that occurred prior to
         July 1, 1975, other than an occurrence, event, act or omission which
         provides the basis for a right of Purchaser to indemnification under
         Section 9.2;

              (g) shut-down benefits under any Seller Pension Plan subsequent to
         the Terminals Closing triggered by the termination of an employee of
         any of the Terminals Companies on or after the Terminals Closing Date
         and on or before January 1, 2006; or

              (h) any contamination of air, soil or ground water by any
         Terminals Company (or any predecessor of a Terminals Company), or for
         which any Terminals Company (or any predecessor of a Terminals Company)
         is or may by law or contract become liable (including, but not limited
         to, the remediation and other environmental indemnification obligations
         of the Terminals Companies set forth on Appendix A to Schedule 9.2(a)
         attached hereto), or the violation of any applicable Environmental Law
         by any Terminals Company (or any predecessor of a Terminals Company),
         including but not limited to the failure of Purchaser to adequately
         fund or discharge the remediation obligations of any Terminals Company
         (or any predecessor of a Terminals Company) pursuant to any statute or
         regulations or any order or directive issued by an agency under
         applicable Environmental Laws; provided, however, that the
         indemnification provided by this paragraph 9.3(h) shall not apply to
         any contamination that was required to be disclosed by Seller pursuant
         to Section 2.18 but was not so disclosed.

         9.4  Schedule 9.2(a) Matters.

              (a) The parties acknowledge and agree that as of the Terminals
         Closing Date Seller shall retain full and total responsibility for and
         control of the Schedule 9.2(a) Matters. After the Terminals Closing
         Date, Seller will have no claim against Purchaser or any Terminals
         Purchaser Indemnified Party for any Loss which Seller may incur due to
         any of the Schedule 9.2(a) Matters; provided, however, that (i) Seller
         may recover from Purchaser for actual court costs and reasonable
         attorneys' fees incurred to compel the reasonable cooperation described
         in this Section 9.4 or otherwise incurred due to a breach by Purchaser
         of its obligations under this Section 9.4. It is the parties' intent
         that all responsibility for and control of the Schedule 9.2(a) Matters
         transfer to Seller as of the Terminals Closing Date without further
         action on the part of the parties, except for the obligation of
         reasonable cooperation as described below.

              (b) Subsequent to the Terminals Closing, Purchaser shall cause the
         Terminals Companies to reasonably cooperate with and assist Seller in
         Seller's defense of the Schedule 9.2(a) Matters. Such cooperation shall
         include, without limitation, (i) retaining documents related to the
         Schedule 9.2(a) Matters as Seller shall reasonably request and (ii)
         causing employees of the Terminals Companies to be available to Seller
         and Seller's counsel, during business hours, for interviews and
         depositions relating to the Schedule 9.2(a) Matters.



                                       70
<PAGE>   82

              (c) In taking all of the actions permitted or required by this
         Section 9.4, Seller shall act, at Seller's expense, on behalf of the
         Terminals Companies and shall have sole authority (including, without
         limitation, settlement authority and the authority to approve and cause
         the filing of pleadings, briefs and other documents on behalf of the
         Terminals Companies) and responsibility for and exercise sole and
         complete control of the Schedule 9.2(a) Matters. Upon Seller's written
         request to Purchaser, Purchaser shall cause the president or other
         executive officer of the relevant Terminals Company to execute any
         document and agreement, including any settlement agreement with respect
         to the Schedule 9.2(a) Matters as required by Seller. Notwithstanding
         the foregoing, (i) Seller shall not be entitled to take or omit to take
         action with respect to the Schedule 9.2(a) Matters, and (ii) Purchaser
         will not be required to cause the relevant Terminals Company to execute
         any document or agreement with respect to the Schedule 9.2(a) Matters,
         if, in either case, such would result in a restriction on Purchaser,
         any Terminals Company or any of their Affiliates.

              (d) For purposes of this Section 9.4, in determining whether
         reasonable cooperation has been exercised, no consideration shall be
         given to the fact of Seller's indemnity of Terminals Purchaser
         Indemnified Parties, and the conduct of Purchaser shall be evaluated as
         if neither Purchaser nor the Terminals Companies were indemnified by
         Seller on the Schedule 9.2(a) Matters.


                                   ARTICLE 9A
              SURVIVAL AND INDEMNIFICATION RELATING TO CALNEV SALE

         9A.1 Survival. The representations and warranties of the parties hereto
contained herein with respect to the Calnev Companies and in the Related
Agreements with respect to the Calnev Companies shall survive the Calnev Closing
or the New Calnev Closing (as applicable) for a period of one (1) year, except
that (i) Calnev Tax Warranties shall survive until the applicable Tax Statute of
Limitations Date, (ii) the Calnev Environmental Warranty shall survive for a
period of eighteen (18) months, and (iii) Calnev Title and Authorization
Warranties and the representations and warranties set forth in Sections 2A.3,
2A.4(a)(i), 2A.15 and 2A.23 shall survive forever. Any covenant or obligation of
the parties pursuant to this Agreement that requires action to be taken prior to
the Calnev Closing or the New Calnev Closing (as applicable) (other than such
covenants contained in Sections 4A.5 and Article 10A hereof) shall survive the
Calnev Closing or the New Calnev Closing (as applicable) for a period of one (1)
year. Except where a shorter time period is specifically provided in this
Agreement, all other covenants and obligations of the parties with respect to
Calnev or the Calnev Closing or the New Calnev Closing (as applicable) pursuant
to this Agreement (including, without limitation, such covenants contained in
Sections 4A.5 and Article 10A hereof) shall survive the Calnev Closing or the
New Calnev Closing (as applicable) forever. Neither Purchaser nor Seller shall
have any liability with respect to claims first asserted in connection with any
representation, warranty, covenant or obligation with respect to Calnev or the
Calnev Closing or the New Calnev Closing (as applicable) hereunder after the
survival period specified therefor in this Section 9A.1.

         9A.2 Indemnification by Seller. Solely for the purpose of
indemnification in this Section 9A.2, the representations and warranties of
Seller with respect to the Calnev Companies in this Agreement (other than the
representations and warranties of Seller contained in Section 2A.10)





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<PAGE>   83


shall be deemed to have been made without regard to any materiality or Calnev
Material Adverse Effect qualifiers. Subject to Section 9A.4, Rail and Holdings,
jointly and severally, agree to indemnify Purchaser, its officers, directors,
Affiliates, successors and assigns, including, for the avoidance of doubt, the
Calnev Companies after the Calnev Closing or the New Calnev Closing (as
applicable) (the "Calnev Purchaser Indemnified Parties") against, and agree to
hold the Calnev Purchaser Indemnified Parties harmless from, any and all Calnev
Losses incurred or suffered by any Calnev Purchaser Indemnified Party arising
out of any of the following:

              (a) [Intentionally omitted];

              (b) any breach of or any inaccuracy in any representation or
         warranty made by Seller in Article 2A of this Agreement or any Related
         Agreement or any document delivered by Seller at the Closing; provided,
         that Seller shall have no liability under this Section 9A.2(b) for any
         breach of or inaccuracy in any such representation or warranty unless
         (i) in the case of such representations and warranties, except for
         Calnev Tax Warranties, the Calnev Environmental Warranty, Calnev Title
         and Authorization Warranties, and the representations and warranties
         set forth in Sections 2A.3, 2A.4(a)(i), 2A.15 and 2A.23, a notice of
         the Calnev Purchaser Indemnified Party's claim is given to Seller not
         later than the close of business on the first anniversary of the Calnev
         Closing Date or the New Calnev Closing (as applicable), (ii) in the
         case of Calnev Tax Warranties, a notice of the Calnev Purchaser
         Indemnified Party's claim is given to Seller not later than the close
         of business on the applicable Tax Statute of Limitations Date, and
         (iii) in the case of the Calnev Environmental Warranty, a notice of the
         Calnev Purchaser Indemnified Party's claim is given to Seller not later
         than the close of business on the day which is eighteen (18) months
         after the Calnev Closing Date or the New Calnev Closing Date (as
         applicable);

              (c) any breach of or failure by Seller to perform any covenant,
         obligation or other agreement of Seller with respect to Calnev or the
         Calnev Closing or the New Calnev Closing (as applicable) set out in
         this Agreement or any Related Agreement or any document delivered by
         Seller at the Calnev Closing or the New Calnev Closing (as applicable)
         provided, that Seller shall have no liability under this Section
         9A.2(c) for any breach or failure occurring on or prior to the Calnev
         Closing Date or the New Calnev Closing Date (as applicable) unless a
         notice of the Calnev Purchaser Indemnified Party's claim is given to
         Seller within the applicable time period set forth in Section 9A.1
         hereof;

              (d) incurred by any Calnev Purchaser Indemnified Party pursuant to
         the letter agreement dated March 18, 1999 regarding the GATX Terminals
         Limited Pension Scheme; or

              (e) any post-employment welfare benefit payable under a Seller
         Welfare Benefit Plan with respect to any individual who is an employee
         or former employee of Calnev on the Calnev Closing Date or the New
         Calnev Closing Date (as applicable) (or the eligible dependent of such
         an employee or former employee), excluding (i) severance costs and
         continuation coverage (within the meaning of (COBRA) with respect to
         Calnev Continuing Employees and their qualified beneficiaries, and (ii)
         post-retirement medical and life benefits with respect to Calnev
         Continuing Union Employees (and their eligible




                                       72
<PAGE>   84


         dependents) who are not eligible to commence receipt of an immediate
         pension benefit on or before the Calnev Closing Date or the New Calnev
         Closing Date (as applicable).

         9A.3 Indemnification by Purchaser. Solely for the purpose of
indemnification in this Section 9A.3, the representations and warranties of
Purchaser in this Agreement with respect to the Calnev Closing or the New Calnev
Closing (as applicable) shall be deemed to have been made without regard to any
materiality or Calnev Material Adverse Effect qualifiers. Subject to Section
9B.7, Purchaser agrees to indemnify Seller, its officers, directors, its
Affiliates after the Calnev Closing or the New Calnev Closing (as applicable),
successors and assigns (the "Calnev Seller Indemnified Parties") against, and
agrees to hold the Calnev Seller Indemnified Parties harmless from, any and all
Losses incurred or suffered by any Calnev Seller Indemnified Party arising out
of any of the following:

              (a) any breach of or any inaccuracy in any representation or
         warranty made by Purchaser in Article 3 of this Agreement or any
         Related Agreement or any document delivered by Purchaser at the Calnev
         Closing or the New Calnev Closing (as applicable); provided, that
         Purchaser shall have no liability under this Section 9A.3(a) for any
         breach of or inaccuracy in any representation or warranty unless, in
         the case of all representations and warranties with respect to the
         Calnev Closing or the New Calnev Closing (as applicable), except for
         Calnev Title and Authorization Warranties and the representation and
         warranty set forth in Section 3.2, a notice of the Calnev Seller
         Indemnified Party's claim is given to Purchaser not later than the
         close of business on the first anniversary of the Calnev Closing Date
         or the New Calnev Closing Date (as applicable);

              (b) any breach of or failure by Purchaser to perform any covenant,
         obligation or other agreement of Purchaser set out in this Agreement
         and relating to the Calnev Closing or the New Calnev Closing (as
         applicable) or any Related Agreement or any document delivered by
         Purchaser at the Calnev Closing or the New Calnev Closing (as
         applicable);

              (c) any occurrence, event, act or omission of the Calnev Closing
         prior or subsequent to the Calnev Closing or the New Calnev Closing (as
         applicable), other than an occurrence, event, act or omission which
         provides the basis for a right of Purchaser to indemnification under
         Section 9A.2;

              (d) the termination of employment of any individual who, on or
         after the Calnev Closing Date or the New Calnev Closing Date (as
         applicable), is an employee of a Calnev Company, Purchaser or any
         Affiliate of Purchaser, any employee matter relating to any such
         employee, and any welfare benefit (including post-retirement health and
         life benefits) to be provided with respect to any such employee under
         the terms of any collective bargaining agreement to which any Calnev
         Company is a party on or after the Calnev Closing Date or the New
         Calnev Closing Date (as applicable) (excluding any post-retirement
         health or life benefit with respect to a Calnev Continuing Union
         Employee who is eligible to commence receipt of an immediate pension
         benefit prior to or coincident with the Calnev Closing Date or the New
         Calnev Closing Date (as applicable);



                                       73
<PAGE>   85

              (e) the enforcement against Seller or any Calnev Seller
         Indemnified Party of any of the guarantee or other obligations set
         forth on Schedule 5.8 and any and all Calnev Losses related to
         environmental matters incurred by Seller pursuant to contractual
         indemnification obligations of the Calnev Companies to third parties
         related to previously divested assets or businesses, including, without
         limitation, those indemnification obligations set forth on Appendix A
         to Schedule 9.2(a) attached hereto;

              (f) [Intentionally omitted];

              (g) shut-down benefits under any Seller Pension Plan subsequent to
         the Calnev Closing or the New Calnev Closing (as applicable) triggered
         by the termination of an employee of Calnev on or after the Calnev
         Closing Date or the New Calnev Closing Date (as applicable) and on or
         before the fifth anniversary of the Calnev Closing Date or the New
         Calnev Closing Date (as applicable); or

              (h) any contamination of air, soil or ground water by any Calnev
         Company (or any predecessor of a Calnev Company), or for which any
         Calnev Company (or any predecessor of any Calnev Company) is or may by
         law or contract become liable (including, but not limited to, the
         remediation and other environmental indemnification obligations of any
         Calnev Company set forth on Appendix A to Schedule 9.2(a) attached
         hereto), or the violation of any applicable Environmental Law by any
         Calnev Company (or any predecessor of any Calnev Company), including
         but not limited to the failure of Purchaser to adequately fund or
         discharge the remediation obligations of any Calnev Company (or any
         predecessor of any Calnev Company) pursuant to any statute or
         regulations or any order or directive issued by an agency under
         applicable Environmental Laws; provided, however, that the
         indemnification provided by this paragraph 9A.3(h) shall not apply to
         any contamination that was required to be disclosed by Seller pursuant
         to Section 2A.18 but was not so disclosed.

                                   ARTICLE 9B
                     SURVIVAL AND INDEMNIFICATION GENERALLY

         9B.1 Claims. As promptly as is reasonably practicable after becoming
aware of a claim for indemnification under this Agreement not involving a claim,
or the commencement of any suit, action or proceeding, of the type described in
Section 9B.2, the Indemnified Person shall give notice to the Indemnifying
Person of such claim, which notice shall specify the facts alleged to constitute
the basis for such claim, the representations, warranties, covenants and
obligations alleged to have been breached and the amount that the Indemnified
Person seeks hereunder from the Indemnifying Person, together with such
information as may be necessary for the Indemnifying Person to determine that
the limitations in Section 9B.7 or Section 9B.8 (as applicable) have been
satisfied or do not apply.

         9B.2 Notice of Third Party Claims; Assumption of Defense. The
Indemnified Person shall give notice as promptly as is reasonably practicable to
the Indemnifying Person of the assertion of any claim, or the commencement of
any suit, action or proceeding, by any Person not a party hereto in respect of
which indemnity may be sought under this Agreement (which notice shall specify
in reasonable detail the nature and amount of such claim together with such




                                       74
<PAGE>   86


information as may be necessary for the Indemnifying Person to determine that
the limitations in Section 9B.7 or Section 9B.8 (as applicable) have been
satisfied or do not apply). The Indemnifying Person may, at its own expense, (a)
participate in the defense of any such claim, suit, action or proceeding and (b)
upon notice to the Indemnified Person, at any time during the course of any such
claim, suit, action or proceeding, assume the defense thereof with counsel of
its own choice and in the event of such assumption, shall have the exclusive
right, subject to clause (i) of Section 9B.3, to settle or compromise such
claim, suit, action or proceeding. If the Indemnifying Person assumes such
defense, the Indemnified Person shall have the right (but not the duty) to
participate in the defense thereof and to employ counsel, at its own expense,
separate from the counsel employed by the Indemnifying Person. Whether or not
the Indemnifying Person chooses to defend or prosecute any such claim, suit,
action or proceeding, all of the parties hereto shall cooperate in the defense
or prosecution thereof.

         9B.3 Settlement or Compromise. Any settlement or compromise made or
caused to be made by the Indemnified Person (unless the Indemnifying Person has
the exclusive right to settle or compromise under clause (b) of Section 9B.2) or
the Indemnifying Person, as the case may be, of any such claim, suit, action or
proceeding of the kind referred to in Section 9B.2 shall also be binding upon
the Indemnifying Person or the Indemnified Person, as the case may be, in the
same manner as if a final judgment or decree had been entered by a court of
competent jurisdiction in the amount of such settlement or compromise; provided,
that (i) no obligation, restriction, Terminals Loss or Calnev Loss shall be
imposed on the Indemnified Person as a result of such settlement or compromise
without its prior written consent, which consent shall not be unreasonably
withheld, and (ii) the Indemnified Person will not compromise or settle any
claim, suit, action or proceeding without the prior written consent of the
Indemnifying Party, which consent shall not be unreasonably withheld.

         9B.4 Time Limits. Any right to indemnification or other recovery under
Article 9 or Article 9A shall only apply to Terminals Losses or Calnev Losses
with respect to which the Indemnified Person shall have notified the
Indemnifying Person within the applicable time period set forth in Section 9.2
or 9.3 or Section 9A.2 or 9A.3, as the case may be. If any claim for
indemnification or other recovery is timely asserted, the Indemnified Person
shall have the right to bring an action, suit or proceeding with respect to such
claim within one year after first giving the Indemnifying Person notice thereof,
but may not bring any such action, suit or proceeding thereafter.

         9B.5 Net Losses and Subrogation.

              (a) Notwithstanding anything contained herein to the contrary, the
         amount of any Losses incurred or suffered by an Indemnified Person
         shall be calculated after giving effect to (i) any insurance proceeds
         received by the Indemnified Person (or any of its Affiliates) with
         respect to such Terminals Losses or Calnev Losses, (ii) any Tax benefit
         realized by the Indemnified Person (or any of its Affiliates; provided,
         however, that for this purpose only the term "Affiliate" shall not
         include upstream Affiliates of Purchaser) arising from the facts or
         circumstances giving rise to such Terminals Losses or Calnev Losses and
         (iii) any recoveries obtained by the Indemnified Person (or any of its
         Affiliates) from any other third party. Each Indemnified Person shall
         exercise commercially reasonable efforts to obtain such proceeds,
         benefits and recoveries. If any





                                       75
<PAGE>   87


         such proceeds, benefits or recoveries are received by an Indemnified
         Person (or any of its Affiliates) with respect to any Terminals Losses
         or Calnev Losses after an Indemnified Person has received
         indemnification from an Indemnifying Person with respect thereto, the
         Indemnified Person (or such Affiliate) shall pay to the Indemnifying
         Person the amount of such proceeds, benefits or recoveries (up to the
         amount of the Indemnifying Person's payment). Purchaser shall be
         obligated under this Section 9B.5 notwithstanding Section 9.4(a).

              (b) Upon making any payment to an Indemnified Person in respect of
         any Terminals Losses or Calnev Losses, the Indemnifying Person will, to
         the extent of such payment, be subrogated to all rights of the
         Indemnified Person (and its Affiliates) against any third party in
         respect of the Terminals Losses or Calnev Losses to which such payment
         relates. Such Indemnified Person (and its Affiliates) and Indemnifying
         Person will execute upon request all instruments reasonably necessary
         to evidence or further perfect such subrogation rights.

         9B.6 Purchase Price Adjustments. Any amounts payable under Section 9.2
or Section 9.3 or Section 9A.2 or Section 9A.3 shall be treated by Purchaser and
Seller as an adjustment to the Purchase Price except as to amounts previously
included as income or expense by Purchaser.

         9B.7 Limitations on Liability of Seller. Notwithstanding any other
provision of this Agreement:

              (a) Other than Terminals Title and Authorization Warranties,
         Calnev Title and Authorization Warranties and the representations and
         warranties set forth in Sections 2.3, 2.4(a)(i), 2.15, 2.23, 2A.3,
         2A.4(a)(i), 2A.15 and 2A.23 to all of which no limitation under this
         Section 9B.7(a) shall apply, the Purchaser Indemnified Parties shall
         have the right to payment by Seller under Section 9.2(b) or Section
         9A.2(b) only if, and only to the extent that, the Purchaser Indemnified
         Parties shall have incurred

                  (i) as to any particular inaccuracy or breach, indemnifiable
              Losses in excess of $100,000, and

                  (ii) as to all inaccuracies and breaches, indemnifiable Losses
              (other than as excluded in clause (i)) in excess of one percent
              (1.0%) of the Purchase Price in the aggregate

              (it being understood, for purposes of clarification, that the
              basket and other thresholds set forth in this sentence shall not
              apply to Section 9.2(a), Section 9.2(c), Article 10, Section
              9A.2(c), Section 9B.7(d) and Article 10A). For purposes of
              calculating the $100,000 limitation in clause (i) of the previous
              sentence, all claims arising out of a single or recurring
              condition, event or circumstance shall be aggregated.

              (b) Except as provided in Section 9.2(a) to which no limitation
         under this Section 9B.7(b) shall apply, Seller shall have no liability
         under or in connection with this Agreement or the Related Agreements or
         the transactions contemplated hereby or thereby (including under
         Section 9.2(b), Section 9.2(c), Section 9A.2(b), Section 9A.2(c) or



                                       76
<PAGE>   88


         otherwise for any breach of or inaccuracy in any representation or
         warranty or for any breach of any covenant or obligations or for any
         other reason) in excess of

                  (i) as to all representations and warranties other than the
              Terminals Title and Authorization Warranties, the Calnev Title and
              Authorization Warranties, the Terminals Environmental Warranty,
              the Calnev Environmental Warranty and the representations and
              warranties set forth in Sections 2.3, 2.4(a)(i), 2.15, 2.23, 2A.3,
              2A.4(a)(i), 2A.15, and 2A.23, ten percent (10%) of the Purchase
              Price in the aggregate,

                  (ii) as to the Terminals Environmental Warranty and the Calnev
              Environmental Warranty, thirteen and one third percent (13.3%) of
              the Purchase Price in the aggregate, and

                  (iii) as to the Terminals Title and Authorization Warranties,
              the Calnev Title and Authorization Warranties, the covenants and
              obligations (including Section 4.15, Section 9B.7(d), Article 10
              and Article 10A), and the representations and warranties set forth
              in Sections 2.3, 2.4(a)(i), 2.15, 2.23, 2A.3, 2A.4(a)(i), 2A.15
              and 2A.23, the Purchase Price in the aggregate;

              provided, that in no event shall Seller's aggregate liability for
              any and all matters referred to in clauses (i) and (ii) exceed
              thirteen and one third percent (13.3%) of the Purchase Price in
              the aggregate and in no event shall Seller's aggregate liability
              for any and all matters referred to in clauses (i), (ii) and (iii)
              exceed the Purchase Price in the aggregate. Any indemnification
              for Losses pursuant to Section 9.2(a) shall in no way apply to,
              limit or be limited by Purchaser Indemnified Parties' right to
              indemnification under Article 9, Article 9A or Article 9B.

              (c) The sole and exclusive liability and responsibility of Seller
         to the Purchaser Indemnified Parties under or in connection with this
         Agreement or the Related Agreements or the transactions contemplated
         hereby or thereby (including for any breach of or inaccuracy in any
         representation or warranty or for any breach of any covenant or
         obligation or for any other reason), and the sole and exclusive remedy
         of the Purchaser Indemnified Parties with respect to any of the
         foregoing, shall be as set forth in Article 9, Article 9A, Article 9B,
         Article 10 and Article 10A. To the extent that the Purchaser
         Indemnified Parties have any Losses for which they may assert any other
         right to indemnification, contribution or recovery from Seller (whether
         under this Agreement or under any common law or any statute, including
         any Environmental Law, or otherwise), Purchaser hereby waives, releases
         and agrees not to assert such right, and Purchaser agrees to cause each
         of the Purchaser Indemnified Parties to waive, release and agree not to
         assert such right.

              (d) Except for matters for which the Purchaser Indemnified Parties
         are entitled to indemnification pursuant to Article 9, Article 9A or
         Article 9B, in no event shall Seller have any liability for any health,
         dental, life, disability or accidental death or dismemberment claim
         which is incurred on or after the Terminals Closing Date, the Calnev
         Closing Date or the New Calnev Closing Date (as applicable) by any
         Terminals




                                       77
<PAGE>   89


         Continuing Employees or Calnev Continuing Employee (as applicable) (or
         their eligible dependents) or any Losses relating thereto. For purposes
         of this paragraph (d), a claim (other than a workers' compensation
         claim) shall be considered incurred (i) in the case of a health or
         dental claim, on the date on which the services giving rise to the
         claim are rendered, (ii) in the case of a life insurance, death or
         dismemberment claim, on the date of the death or injury giving rise to
         the claim, (iii) in the case of a short-term disability claim, on the
         date for which the short-term disability payment is made, and (iii) in
         the case of a long-term disability ("LTD") claim, on the first day of
         the period for which LTD benefits are payable. Notwithstanding the
         foregoing provisions of this paragraph (d), Seller shall retain the
         liability for workers' compensation claims (including claims for
         related health and dental services) with respect to Terminals
         Continuing Employees and Calnev Continuing Employees, which claims
         arise out of workers, compensation accidents occurring prior to the
         Terminals Closing Date, the Calnev Closing Date or the New Calnev
         Closing Date (as applicable).

              (e) Except for matters for which the Purchaser Indemnified Parties
         are entitled to indemnification pursuant to Article 9, Article 9A or
         Article 9B, in no event shall Seller have any liability for any claims
         (or for any Losses relating thereto) which are first made after the
         Terminals Closing, the Calnev Closing or the New Calnev Closing (as
         applicable) or claims (or for any Losses relating thereto) which are
         first made after the Terminals Closing, the Calnev Closing or the New
         Calnev Closing (as applicable) and which arise out of or in connection
         with any services provided at any time by the Terminals Companies or
         Calnev (as applicable)

         9B.8 Limitations on Liability of Purchaser. Notwithstanding any other
provision of this Agreement:

              (a) Other than the Terminals Title and Authorization Warranties,
         the Calnev Title and Authorization Warranties and the representation
         and warranty set forth in Section 3.2 to all of which no limitation
         under this Section 9B.8(a) shall apply, the Seller Indemnified Parties
         shall have the right to payment by Purchaser under Section 9.3(a) and
         Section 9A.3(a) only if, and only to the extent that, the Seller
         Indemnified Parties shall have incurred

                  (i) as to any particular inaccuracy or breach, indemnifiable
              Losses in excess of $100,000, and

                  (ii) as to all inaccuracies and breaches, indemnifiable Losses
              (other than as excluded in clause (i)) in excess of one percent
              (1.0%) of the Purchase Price in the aggregate.

              For purposes of calculating the $100,000 limitation in clause (i)
              of the previous sentence, all claims arising out of a single or
              recurring condition, event or circumstance shall be aggregated.

              (b) Purchaser shall have no liability under or in connection with
         this Agreement or the Related Agreements or the transactions
         contemplated hereby or thereby (including under Section 9.3, Section
         9A.3 or otherwise for any breach of or inaccuracy



                                       78
<PAGE>   90


         in any representation or warranty or for any breach of any covenant or
         obligations or for any other reason) in excess of

                  (i) as to all representations and warranties other than
              Terminals Title and Authorization Warranties, the Calnev Title and
              Authorization Warranties and the representation and warranty set
              forth in Section 3.2, ten percent (10%) of the Purchase Price in
              the aggregate, and

                  (ii) as to the Terminals Title and Authorization Warranties,
              the Calnev Title and Authorization Warranties, covenants and
              obligations, and the representation and warranty set forth in
              Section 3.2, the Purchase Price in the aggregate;

              provided, that in no event shall Purchaser's aggregate liability
              for any and all matters referred to in clauses (i) and (ii) exceed
              the Purchase Price in the aggregate.


                                   ARTICLE 10
               TAX MATTERS WITH RESPECT TO THE TERMINALS COMPANIES

         10.1 Liability for Taxes.

              (a) Seller shall be liable for, and shall indemnify and hold
         Purchaser, the Terminals Companies and their respective Affiliates
         harmless from any Taxes, together with any costs, expenses, losses or
         damages, including reasonable expenses of investigation and attorneys'
         and accountants' fees and expenses, arising out of or incident to the
         determination, assessment or collection of such Taxes ("Terminals Tax
         Losses"), (i) imposed on or incurred by any of the Terminals Companies
         by reason of the several liability of the Terminals Companies pursuant
         to Treasury Regulations Section 1.1502-6 or any analogous state, local
         or foreign law or regulation which is attributable to having been a
         member of any consolidated, combined or unitary group on or prior to
         the Terminals Closing Date, (ii) resulting from the Terminals Companies
         ceasing to be a member of the affiliated group (within the meaning of
         Code Section 1504(a)) that includes Seller, (iii) imposed on or
         incurred by the Terminals Companies with respect to any period (or
         portion thereof) prior to and including the Terminals Closing Date (the
         "Terminals Pre-Closing Date Period"), (iv) attributable to any
         discharge of indebtedness that may result from any capital
         contributions by Seller (or an Affiliate of Seller) to any of the
         Terminals Companies of any intercompany indebtedness owed by any of the
         Terminals Companies to Seller (or an Affiliate of Seller), (v)
         resulting from the actions taken under Section 4.12 of this Agreement,
         or (vi) relating to all income Taxes arising as a result of the sale of
         the Terminals Stock and the Terminals Sale; provided, however, that
         Seller shall not be liable or offer an indemnification for any amount
         of current liability accrual for Taxes to the extent reflected on the
         Terminals Closing Balance Sheet with respect to the Terminals
         Companies.

              (b) Purchaser shall be liable for, and shall indemnify and hold
         Seller and its Affiliates harmless from any Terminals Tax Losses (i)
         imposed on or incurred by the Terminals Companies with respect to the
         period after the Terminals Closing Date or (ii)




                                       79
<PAGE>   91

         with respect to state and local Transaction Taxes incurred by Seller in
         connection with converting any of the Terminals Companies into limited
         liability companies pursuant to Section 4.8 hereof (provided, however,
         that the indemnification by Purchaser pursuant to this clause (ii)
         shall be limited to those Taxes in excess of the Transaction Taxes
         which would have arisen had the Terminals Companies been sold as
         corporations and an election under Section 338(h)(10) of the Code had
         been made).

              (c) Whenever it is necessary for purposes of this Article 10 to
         determine the portion of any Taxes imposed on or incurred by the
         Terminals Companies for a taxable period beginning before and ending
         after the Terminals Closing Date which is allocable to the Terminals
         Pre-Closing Date Period, the determination shall be made, in the case
         of property or ad valorem taxes or franchise taxes (which are measured
         by, or based solely upon capital, debt or a combination of capital and
         debt), on a per diem basis and, in the case of other Taxes, by assuming
         that the Terminals Pre-Closing Date Period constitutes a separate
         taxable period of the Terminals Companies and by taking into account
         the actual taxable events occurring during such period (except that
         exemptions, allowances and deductions for a taxable period beginning
         before and ending after the Terminals Closing Date that are calculated
         on an annual or periodic basis, such as the deduction for depreciation,
         shall be apportioned to the Terminals Pre-Closing Date Period ratably
         on a per diem basis). Notwithstanding anything to the contrary herein,
         any franchise Tax paid or payable with respect to any of the Terminals
         Companies shall be allocated to the taxable period during which the
         income, operations, assets or capital comprising the base of such Tax
         is measured, regardless of whether the right to do business for another
         taxable period is obtained by the payment of such franchise Tax.

              (d) Purchaser agrees to pay to Seller any refund received after
         the Terminals Closing Date by Purchaser or its Affiliates, including
         the Terminals Companies, in respect of any Taxes for which Seller is
         liable under clause (a) of this Section 10.1. Seller agrees to pay to
         Purchaser any refund received by Seller or its Affiliates in respect of
         any Taxes for which Purchaser is liable under clause (b) of this
         Section 10.1. The parties shall cooperate, each at its own expense, in
         order to take all reasonably necessary steps to claim any such refund.
         Any such refund received by a party or its Affiliate for the account of
         the other party shall be paid to such other party within 90 days after
         such refund is received.

              (e) Purchaser and Seller agree not to make or cause any election
         (including an election to ratably allocate items under Treasury
         Regulations Section 1.1502-76(b)(2)(ii)) to allocate tax items in a
         manner inconsistent with Section 10.1(c) hereof.

         10.2 Tax Returns.

              (a) Seller shall cause to be included in the consolidated federal
         income Tax Returns (and the state income Tax Returns of any state that
         permits consolidated, combined or unitary income Tax Returns, if any)
         of the Parent Group (as defined herein) for all periods ending on or
         before the Terminals Closing Date and for periods which include the
         Terminals Closing Date, all items of income, gain, loss, deduction and
         credit ("Terminals Tax Items") of the Terminals Companies which are
         required to be included






                                       80
<PAGE>   92


         therein, shall cause such Tax Returns to be timely filed with the
         appropriate Government Authorities, and shall be responsible for the
         timely payment of all Taxes due with respect to the periods covered by
         such Tax Returns. For purposes of this Agreement, "Parent Group" (i)
         means the affiliated group of corporations within the meaning of
         Section 1504 of the Code which files a consolidated federal income Tax
         Return and as to which Seller is a member, and (ii) in the case of any
         combined or unitary Tax Return, the group of corporations filing such
         Tax Return that includes any of the Terminals Companies or Calnev (as
         applicable).

              (b) With respect to any Tax Return covering a taxable period
         ending on or before the Terminals Closing Date that is required to be
         filed after the Terminals Closing Date with respect to any of the
         Terminals Companies that is not described in paragraph (a) above,
         Seller shall cause such Tax Return to be prepared, shall cause to be
         included in such Tax Return all Terminals Tax Items required to be
         included therein, shall cause such Tax Return to be filed timely with
         the appropriate Government Authority, and shall be responsible for the
         timely payment of all Taxes due with respect to the period covered by
         such Tax Return.

              (c) With respect to any Tax Return covering a taxable period
         beginning on or before the Terminals Closing Date and ending after the
         Terminals Closing Date that is required to be filed after the Terminals
         Closing Date with respect to any of the Terminals Companies, Purchaser
         shall cause such Tax Return to be prepared, shall cause to be included
         in such Tax Return all Terminals Tax Items required to be included
         therein, shall furnish a copy of such Tax Return to Seller, shall file
         timely such Tax Return with the appropriate Government Authority, and
         shall be responsible for the timely payment of all Taxes due with
         respect to the period covered by such Tax Return. Purchaser shall
         determine, in accordance with the provisions of Section 10.1(c) of the
         Agreement, the amount of Tax due with respect to the Terminals
         Pre-Closing Date Period (the "Seller's Terminals Tax") and shall notify
         Seller of its determination of the Seller's Terminals Tax. Seller shall
         pay to Purchaser an amount equal to the Seller's Terminals Tax not
         later than five days after the filing of such Tax Return. Any refund
         attributable to Tax Returns filed pursuant to this Section 10.2(c)
         shall be apportioned between Purchaser and Seller in a manner
         consistent with the calculation of the Seller's Terminals Tax.

              (d) Purchaser shall, with respect to any Tax Return which
         Purchaser is responsible under Section 10.2(c) for preparing and
         filing, make such Tax workpapers available for review by Seller if the
         Tax Return is with respect to Taxes for which Seller may be liable (in
         whole or in part) hereunder or under applicable law. Purchaser shall
         make such workpapers available for review no later than twenty (20)
         days before the due date for filing such Tax Returns to provide Seller
         with a meaningful opportunity to analyze and comment on such Tax
         Returns and have such Tax Returns modified before filing, accepting the
         position of Purchaser unless such position is contrary to the
         provisions of Section 10.2(e) hereof. If, within ten (10) days of such
         delivery, Seller shall deliver to Purchaser a written statement
         describing Seller's objections to such Tax Return and all grounds
         therefor, and the parties are unable to resolve such objections within
         the ten (10) day period prior to filing such Tax Return, such Tax
         Return shall be filed as prepared by Purchaser, and any remaining
         disputes shall be resolved by the





                                       81
<PAGE>   93

         Terminals Arbitrating Accounting Firm as provided in Section 10.2(f).
         Seller will join in the execution of such Tax Return and other
         documentation if required to do so by applicable Law.

              (e) Any Tax Return which includes or is based on the operations,
         ownership, assets or activities of the Terminals Companies for any
         taxable period beginning before and ending after the Terminals Closing
         Date, and any Tax Return in respect of any Taxes for which Seller may
         be liable (in whole or in part) hereunder shall be prepared in
         accordance with past Tax accounting practices used with respect to the
         Tax Returns in question (unless such past practices are no longer
         permissible under the applicable law), and to the extent any items are
         not covered by past practices (or in the event such past practices are
         no longer permissible under the applicable tax law), in accordance with
         reasonable tax accounting practices selected by the filing party with
         respect to such Tax Return under this Agreement with the consent (not
         to be unreasonably withheld or delayed) of the non-filing party.

              (f) The Terminals Arbitrating Accounting Firm shall be instructed
         to resolve any disputes referred to it pursuant to Section 10.2(d)
         within five (5) days after such referral. The resolution of disputes by
         the Terminals Arbitrating Accounting Firm shall be set forth in writing
         and shall be conclusive and binding upon all parties and the parties
         shall join in the execution and cooperate in the filing of any amended
         Tax Return as shall be necessary to implement such resolution. The fees
         and expenses of the Terminals Arbitrating Accounting Firm shall be
         apportioned by the Terminals Arbitrating Accounting Firm based on the
         degree to which each party's claims were unsuccessful and shall be paid
         by the parties in accordance with such determination. For example, if
         pursuant to this Section 10.2(f) Seller submitted an objection
         affecting the amount of Tax due in the amount of $100,000 and prevailed
         as to $45,000 of the amount, then Seller would bear 55% of the fees and
         expenses of the Terminals Arbitrating Accounting Firm.

              (g) Unless required by law, Purchaser shall not file an amended
         Tax Return for any period ending on or prior to the Terminals Closing
         Date without the consent of Seller.

              (h) Subject to Section 10.1(b)(ii), all Transaction Taxes related
         to the Terminals Companies, whether levied on Purchaser or Seller or
         their respective Affiliates, shall be borne 50% by Seller and 50% by
         Purchaser, and Seller shall file all necessary documentation with
         respect to, and make all payments of, such Transaction Taxes and fees
         on a timely basis.

         10.3 Cooperation on Tax Matters.

              (a) Purchaser and the Terminals Companies and Seller shall
         cooperate fully, as and to the extent reasonably requested by the other
         party, in connection with the filing of Tax Returns pursuant to this
         Article 10 and any audit, litigation or other proceeding with respect
         to Taxes although the party responsible for filing the Tax Return
         pursuant to this Agreement shall control any such audit, litigation or
         other proceeding, provided that the controlling party may not, without
         the consent of the other party, agree to any




                                       82
<PAGE>   94


         settlement which would result in an increase in the amount of Taxes for
         which any other party is or may be liable. Such cooperation shall
         include the retention and (upon the other party's request) the
         provision of records and information which are reasonably relevant to
         any such audit, litigation or other proceeding and making employees
         available on a mutually convenient basis to provide additional
         information and explanation of any material provided hereunder.
         Purchaser and Seller agree (i) to retain all books and records with
         respect to Tax matters pertinent to the Terminals Companies relating to
         any Taxable Period beginning before the Terminals Closing Date until
         the expiration of the applicable statute of limitations (and, to the
         extent notified by Purchaser or Seller, any extensions thereof) of the
         respective Taxable Periods, and to abide by all record retention
         agreements entered into with any taxing authority and (ii) to give the
         other party reasonable written notice prior to transferring, destroying
         or discarding any such books and records and, if the other party so
         requests, the Terminals Companies, as the case may be, shall allow the
         other party to take possession of such books and records.

              (b) Purchaser and Seller further agree, upon reasonable request by
         the other party, to use all reasonable commercial efforts to obtain any
         certificate or other document from any Governmental Authority or any
         other Person as may be necessary to mitigate, reduce or eliminate any
         Tax that could be imposed (including, but not limited to, with respect
         to the transactions contemplated hereby).

         10.4 Carrybacks and Refunds. Any required amended Tax Return relating
to a Terminals Pre-Closing Date Period and any refund claims relating to a
Terminals Pre-Closing Date Period shall be prepared by Seller. Neither Purchaser
nor any of its Affiliates shall file any Tax Return or any other document which
attempts to carry back to any Terminals Pre-Closing Date Period any item of
income, loss, deduction or credit (including, without limitation, any net
operating loss) incurred, created or sustained during any Tax period which ends
after the Terminals Closing Date.

         10.5 Survival. Anything to the contrary in this Agreement
notwithstanding, the representations, warranties, covenants, agreements, rights
and obligations of the parties hereto with respect to any Tax matter related to
the Terminals Companies shall survive the Terminals Closing and shall not
terminate until the applicable Tax Statute of Limitations Date.

         10.6 Conflict. In the event of a conflict between the provisions of
this Article 10 and any other provisions of this Agreement, the provisions of
this Article 10 shall control.

         10.7 Transfer Taxes. Each of the Purchaser and Seller shall cooperate
with each other in the preparation and filing of all necessary documentation
related to Transaction Taxes in the State of Washington resulting from the
Terminals Sale within 30 days of the Terminals Closing. Any such Transaction
Taxes shall be shared in the manner set forth in Section 10.2(h).


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                                  ARTICLE 10A
                TAX MATTERS WITH RESPECT TO THE CALNEV COMPANIES

         10A.1 Liability for Taxes.

               (a) Seller shall be liable for, and shall indemnify and hold
         Purchaser, the Calnev Companies and their respective Affiliates
         harmless from any Taxes, together with any costs, expenses, losses or
         damages, including reasonable expenses of investigation and attorneys'
         and accountants' fees and expenses, arising out of or incident to the
         determination, assessment or collection of such Taxes ("Calnev Tax
         Losses"), (i) imposed on or incurred by any of the Calnev Companies by
         reason of the several liability of the Calnev Companies pursuant to
         Treasury Regulations Section 1.1502-6 or any analogous state, local or
         foreign law or regulation which is attributable to having been a member
         of any consolidated, combined or unitary group on or prior to the
         Calnev Closing Date, (ii) resulting from any of the Calnev Companies
         ceasing to be a member of the affiliated group (within the meaning of
         Code Section 1504(a)) that includes Seller, (iii) imposed on or
         incurred by any of the Calnev Companies with respect to any period (or
         portion thereof) prior to and including the Calnev Closing Date (the
         "Calnev Pre-Closing Date Period"), (iv) attributable to any discharge
         of indebtedness that may result from any capital contributions by
         Seller (or an Affiliate of Seller) to any of the Calnev Companies of
         any intercompany indebtedness owed by any of the Calnev Companies to
         Seller (or an Affiliate of Seller) or (v) relating to all income Taxes
         arising as a result of the sale of the GPL Stock and the Calnev Sale;
         provided, however, that Seller shall not be liable or offer an
         indemnification for any amount of current liability accrual for Taxes
         to the extent reflected on the Calnev Closing Balance Sheet with
         respect to the Calnev Companies.

               (b) Purchaser shall be liable for, and shall indemnify and hold
         Seller and its Affiliates harmless from any Calnev Tax Losses (i)
         imposed on or incurred by any of the Calnev Companies with respect to
         the period after the Calnev Closing Date or (ii) with respect to state
         and local Transaction Taxes incurred by Seller in connection with
         converting any of the Calnev Companies into limited liability companies
         pursuant to Section 4A.5 hereof (provided, however, that the
         indemnification by Purchaser pursuant to this clause (ii) shall be
         limited to those Taxes in excess of the Transaction Taxes which would
         have arisen had the Calnev Companies been sold as corporations and an
         election under Section 338(h)(10) of the Code had been made).

               (c) Whenever it is necessary for purposes of this Article 10A to
         determine the portion of any Taxes imposed on or incurred by any of the
         Calnev Companies for a taxable period beginning before and ending after
         the Calnev Closing Date which is allocable to the Calnev Pre-Closing
         Date Period, the determination shall be made, in the case of property
         or ad valorem taxes or franchise taxes (which are measured by, or based
         solely upon capital, debt or a combination of capital and debt), on a
         per diem basis and, in the case of other Taxes, by assuming that the
         Calnev Pre-Closing Date Period constitutes a separate taxable period of
         the Calnev Companies and by taking into account the actual taxable
         events occurring during such period (except that exemptions, allowances
         and deductions for a taxable period beginning before and ending after
         the Calnev Closing




                                       84
<PAGE>   96


         Date that are calculated on an annual or periodic basis, such as the
         deduction for depreciation, shall be apportioned to the Calnev
         Pre-Closing Date Period ratably on a per diem basis). Notwithstanding
         anything to the contrary herein, any franchise Tax paid or payable with
         respect to any of the Calnev Companies shall be allocated to the
         taxable period during which the income, operations, assets or capital
         comprising the base of such Tax is measured, regardless of whether the
         right to do business for another taxable period is obtained by the
         payment of such franchise Tax.

               (d) Purchaser agrees to pay to Seller any refund received after
         the Calnev Closing Date by Purchaser or its Affiliates, including any
         Calnev Company, in respect of any Taxes for which Seller is liable
         under clause (a) of this Section 10A.1. Seller agrees to pay to
         Purchaser any refund received by Seller or its Affiliates in respect of
         any Taxes for which Purchaser is liable under clause (b) of this
         Section 10A.1. The parties shall cooperate, each at its own expense, in
         order to take all reasonably necessary steps to claim any such refund.
         Any such refund received by a party or its Affiliate for the account of
         the other party shall be paid to such other party within 90 days after
         such refund is received.

               (e) Purchaser and Seller agree not to make or cause any election
         (including an election to ratably allocate items under Treasury
         Regulations Section 1.1502-76(b)(2)(ii)) to allocate tax items in a
         manner inconsistent with Section 10A.1(c) hereof.

         10A.2 Tax Returns.

               (a) Seller shall cause to be included in the consolidated federal
         income Tax Returns (and the state income Tax Returns of any state that
         permits consolidated, combined or unitary income Tax Returns, if any)
         of the Parent Group for all periods ending on or before the Calnev
         Closing Date and for periods which include the Calnev Closing Date, all
         items of income, gain, loss, deduction and credit ("Calnev Tax Items")
         of the Calnev Companies which are required to be included therein,
         shall cause such Tax Returns to be timely filed with the appropriate
         Government Authorities, and shall be responsible for the timely payment
         of all Taxes due with respect to the periods covered by such Tax
         Returns.

               (b) With respect to any Tax Return covering a taxable period
         ending on or before the Calnev Closing Date that is required to be
         filed after the Calnev Closing Date with respect to each of the Calnev
         Companies that is not described in paragraph (a) above, Seller shall
         cause such Tax Return to be prepared, shall cause to be included in
         such Tax Return all Calnev Tax Items required to be included therein,
         shall cause such Tax Return to be filed timely with the appropriate
         Government Authority, and shall be responsible for the timely payment
         of all Taxes due with respect to the period covered by such Tax Return.

               (c) With respect to any Tax Return covering a taxable period
         beginning on or before the Calnev Closing Date and ending after the
         Calnev Closing Date that is required to be filed after the Calnev
         Closing Date with respect to Calnev, Purchaser shall cause such Tax
         Return to be prepared, shall cause to be included in such Tax Return
         all Calnev





                                       85
<PAGE>   97


         Tax Items required to be included therein, shall furnish a copy of such
         Tax Return to Seller, shall file timely such Tax Return with the
         appropriate Government Authority, and shall be responsible for the
         timely payment of all Taxes due with respect to the period covered by
         such Tax Return. Purchaser shall determine, in accordance with the
         provisions of Section 10A.1(b) of the Agreement, the amount of Tax due
         with respect to the Calnev Pre-Closing Date Period (the "Seller's
         Calnev Tax") and shall notify Seller of its determination of the
         Seller's Calnev Tax. Seller shall pay to Purchaser an amount equal to
         the Seller's Calnev Tax not later than five days after the filing of
         such Tax Return. Any refund attributable to Tax Returns filed pursuant
         to this Section 10A.2(c) shall be apportioned between Purchaser and
         Seller in a manner consistent with the calculation of the Seller's
         Calnev Tax.

               (d) Purchaser shall, with respect to any Tax Return which
         Purchaser is responsible under Section 10A.2(c) for preparing and
         filing, make such Tax workpapers available for review by Seller if the
         Tax Return is with respect to Taxes for which Seller may be liable (in
         whole or in part) hereunder or under applicable law. Purchaser shall
         make such workpapers available for review no later than twenty (20)
         days before the due date for filing such Tax Returns to provide Seller
         with a meaningful opportunity to analyze and comment on such Tax
         Returns and have such Tax Returns modified before filing, accepting the
         position of Purchaser unless such position is contrary to the
         provisions of Section 10A.2(e) hereof. If, within ten (10) days of such
         delivery, Seller shall deliver to Purchaser a written statement
         describing Seller's objections to such Tax Return and all grounds
         therefor, and the parties are unable to resolve such objections within
         the ten (10) day period prior to filing such Tax Return, such Tax
         Return shall be filed as prepared by Purchaser, and any remaining
         disputes shall be resolved by the Calnev Arbitrating Accounting Firm as
         provided in Section 10A.2(f). Seller will join in the execution of such
         Tax Return and other documentation if required to do so by applicable
         Law.

               (e) Any Tax Return which includes or is based on the operations,
         ownership, assets or activities of the Calnev Companies for any taxable
         period beginning before and ending after the Calnev Closing Date, and
         any Tax Return in respect of any Taxes for which Seller may be liable
         (in whole or in part) hereunder shall be prepared in accordance with
         past Tax accounting practices used with respect to the Tax Returns in
         question (unless such past practices are no longer permissible under
         the applicable law), and to the extent any items are not covered by
         past practices (or in the event such past practices are no longer
         permissible under the applicable tax law), in accordance with
         reasonable tax accounting practices selected by the filing party with
         respect to such Tax Return under this Agreement with the consent (not
         to be unreasonably withheld or delayed) of the non-filing party.

               (f) The Calnev Arbitrating Accounting Firm shall be instructed to
         resolve any disputes referred to it pursuant to Section 10A.2(d) within
         five (5) days after such referral. The resolution of disputes by the
         Calnev Arbitrating Accounting Firm shall be set forth in writing and
         shall be conclusive and binding upon all parties and the parties shall
         join in the execution and cooperate in the filing of any amended Tax
         Return as shall be necessary to implement such resolution. The fees and
         expenses of the Calnev




                                       86
<PAGE>   98



         Arbitrating Accounting Firm shall be apportioned by the Calnev
         Arbitrating Accounting Firm based on the degree to which each party's
         claims were unsuccessful and shall be paid by the parties in accordance
         with such determination. For example, if pursuant to this Section
         10A.2(f) Seller submitted an objection affecting the amount of Tax due
         in the amount of $100,000 and prevailed as to $45,000 of the amount,
         then Seller would bear 55% of the fees and expenses of the Calnev
         Arbitrating Accounting Firm.

              (g) Unless required by law, Purchaser shall not file an amended
         Tax Return for any period ending on or prior to the Calnev Closing Date
         without the consent of Seller.

              (h) Subject to Section 10A.1(b)(ii), all Transaction Taxes related
         to the Calnev Companies, whether levied on Purchaser or Seller or their
         respective Affiliates, shall be borne 50% by Seller and 50% by
         Purchaser, and Seller shall file all necessary documentation with
         respect to, and make all payments of, such Transaction Taxes and fees
         on a timely basis.

         10A.3 Cooperation on Tax Matters.

               (a) Purchaser and the Calnev Companies and Seller shall cooperate
         fully, as and to the extent reasonably requested by the other party, in
         connection with the filing of Tax Returns pursuant to this Article 10A
         and any audit, litigation or other proceeding with respect to Taxes
         although the party responsible for filing the Tax Return pursuant to
         this Agreement shall control any such audit, litigation or other
         proceeding, provided that the controlling party may not, without the
         consent of the other party, agree to any settlement which would result
         in an increase in the amount of Taxes for which any other party is or
         may be liable. Such cooperation shall include the retention and (upon
         the other party's request) the provision of records and information
         which are reasonably relevant to any such audit, litigation or other
         proceeding and making employees available on a mutually convenient
         basis to provide additional information and explanation of any material
         provided hereunder. Purchaser and Seller agree (i) to retain all books
         and records with respect to Tax matters pertinent to the Calnev
         Companies relating to any Taxable Period beginning before the Calnev
         Closing Date until the expiration of the applicable statute of
         limitations (and, to the extent notified by Purchaser or Seller, any
         extensions thereof) of the respective Taxable Periods, and to abide by
         all record retention agreements entered into with any taxing authority
         and (ii) to give the other party reasonable written notice prior to
         transferring, destroying or discarding any such books and records and,
         if the other party so requests, the Calnev Companies, as the case may
         be, shall allow the other party to take possession of such books and
         records.

               (b) Purchaser and Seller further agree, upon reasonable request
         by the other party, to use all reasonable commercial efforts to obtain
         any certificate or other document from any Governmental Authority or
         any other Person as may be necessary to mitigate, reduce or eliminate
         any Tax that could be imposed (including, but not limited to, with
         respect to the transactions contemplated hereby).



                                       87
<PAGE>   99

         10A.4 Carrybacks and Refunds. Any required amended Tax Return relating
to a Calnev Pre-Closing Date Period and any refund claims relating to a Calnev
Pre-Closing Date Period shall be prepared by Seller. Neither Purchaser nor any
of its Affiliates shall file any Tax Return or any other document which attempts
to carry back to any Calnev Pre-Closing Date Period any item of income, loss,
deduction or credit (including, without limitation, any net operating loss)
incurred, created or sustained during any Tax period which ends after the Calnev
Closing Date.

         10A.5 Survival. Anything to the contrary in this Agreement
notwithstanding, the representations, warranties, covenants, agreements, rights
and obligations of the parties hereto with respect to any Tax matter related to
the Calnev Companies shall survive the Calnev Closing and shall not terminate
until the applicable Tax Statute of Limitations Date.

         10A.6 Conflict. In the event of a conflict between the provisions of
this Article 10A and any other provisions of this Agreement, the provisions of
this Article 10A shall control.

                                   ARTICLE 11
                                  MISCELLANEOUS

         11.1 Expenses. Each party hereto shall bear its own expenses with
respect to this transaction. Purchaser shall pay any HSR Act or similar filing
or reporting fee.

         11.2 Amendment. This Agreement may be amended, modified or supplemented
only in writing signed by each of the parties hereto.

         11.3 Notices. Any written notice to be given hereunder shall be deemed
given: (a) when received if given in person or by courier; (b) on the date of
transmission if sent by telex, telecopy or other wire transmission (receipt
confirmed); (c) three (3) days after being deposited in the U.S. mail, certified
or registered mail, postage prepaid; and (d) if sent by a nationally recognized
overnight delivery service, the day following the date given to such overnight
delivery service (specified for overnight delivery). All notices shall be
addressed as follows:

         If to Seller, addressed as follows:

              GATX Rail Corporation
              500 West Monroe Street
              Chicago, Illinois 60661
              Attention: Ronald J. Ciancio, Esq.
              Telephone:  (312) 621-6591
              Facsimile:    (312) 621-6637

              with a copy to:

              Mayer, Brown & Platt
              190 South LaSalle Street
              Chicago, Illinois  60603
              Attention: James J. Junewicz, Esq.
              Telephone:  (312) 782-0600
              Facsimile:    (312) 701-7711



                                       88
<PAGE>   100

         If to Purchaser, addressed as follows:

              Kinder Morgan Energy Partners, L.P.
              One Allen Center, Suite 1000
              500 Dallas Street
              Houston, Texas 77002
              Attention:  Joseph Listengart, Esq.
              Telecopy:  (713) 369-9499

              with a copy to:

              Bracewell & Patterson, L.L.P.
              South Tower Pennzoil Place
              711 Louisiana, Suite 2900
              Houston, Texas  77002
              Attention: Rick L. Wittenbraker, Esq.
              Telecopy: (713) 221-2133

         11.4 Waivers. The failure of a party to require performance of any
provision hereof shall not affect its right at a later time to enforce the same.
No waiver by a party of any term, covenant, representation or warranty contained
herein shall be effective unless in writing. No such waiver in any one instance
shall be deemed a further or continuing waiver of any such term, covenant,
representation or warranty in any other instance.

         11.5 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

         11.6 Headings. The headings preceding the text of Articles and Sections
of this Agreement and the Schedules and Exhibits thereto are for convenience
only and shall not be deemed part of this Agreement.

         11.7 Applicable Law. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws, and not the laws of
conflicts, of the state of New York.

         11.8 Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns; provided,
that no assignment of either party's rights or obligations may be made without
the written consent of the other party, which consent shall not be unreasonably
withheld or delayed; provided, further, that Purchaser, Rail or Holdings may
assign all of its rights, privileges and obligations hereunder to any Affiliate
of Purchaser, Rail or Holdings (as applicable) without such consent. No
assignment under this Section 11.8 shall relieve Purchaser, Rail or Holdings (as
applicable) of any of its obligations under this Agreement.

         11.9 No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and those Persons (or categories of Persons)
specifically described herein, and,




                                       89
<PAGE>   101


except as aforesaid, no provision of this Agreement shall be deemed to confer
any remedy, claim or right upon any third party.

         11.10 Forum; Waiver of Jury Trial. Each party agrees that any suit,
action or proceeding brought by such party against the other in connection with
or arising from this Agreement ("Judicial Action") shall be brought solely in
the Circuit Court of Cook County or the United States District Court for the
Northern District of Illinois, and each party consents to the jurisdiction and
venue of each such court. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN
CONNECTION WITH ANY JUDICIAL ACTION.

         11.11 Schedules. Each of Purchaser and Seller acknowledges and agrees
that (a) with respect to the representations and warranties contained in Article
2 hereof, the Schedules attached hereto shall be deemed not to include any
information or disclosures with respect to the Calnev Companies and (b) with
respect to the representations and warranties contained in Article 2A hereof,
the Schedules attached hereto shall be deemed not to include any information or
disclosures with respect to the Terminals Companies. Purchaser agrees that any
disclosure by Seller in any Schedule attached hereto shall (a) constitute a
disclosure under each other Schedule referred to herein for all purposes of this
Agreement, whether or not such disclosure is specifically referenced within such
other Schedule, and (b) not establish any threshold of materiality. Seller may,
from time to time prior to or at the Terminals Closing, Calnev Closing or the
New Calnev Closing (as applicable), by notice in accordance with the terms of
this Agreement, supplement or amend any Schedule to disclose any matter
hereafter arising which, if existing, occurring or known at the date hereof
would have been required to be so disclosed. No such supplemental or amended
Schedule shall be deemed to cure any breach of any representation or warranty
for purposes of Section 6.1 or Section 6A.1 (as applicable). If, however, the
Terminals Closing or Calnev Closing (as applicable) occurs, any such supplement
and amendment will be effective to cure and correct for all other purposes any
breach of any representation, warranty, covenant or obligation which would have
existed if Seller had not made such supplement or amendment, and all references
to any Schedule hereto which is supplemented or amended as provided in this
Section 11.11 shall for all purposes at and after the Terminals Closing, Calnev
Closing or the New Calnev Closing (as applicable) be deemed to be a reference to
such Schedule as so supplemented or amended.

         11.12 Incorporation. The respective Schedules, Exhibits and Appendices
attached hereto and referred to herein are incorporated into and form a part of
this Agreement.

         11.13 Complete Agreement. This Agreement and the Related Agreements (if
and when executed) constitute the complete agreement of the parties with respect
to the subject matter hereof and supersedes all prior discussions, negotiations
and understandings.

         11.14 Disclaimer. Seller disclaims any representations or warranties
except as specifically set forth in this Agreement. In particular, Seller
disclaims any representation or warranty, and Purchaser agrees that Seller shall
have no liability, with respect to any information concerning the Terminals
Companies or the Calnev Companies not expressly represented and warranted to in
this Agreement, including, without limitation, (a) the information set forth in
the Confidential Information Memorandum distributed by Salomon Smith Barney Inc.
with respect to the Terminals Companies or the Calnev Companies, (b) any
information regarding the





                                       90
<PAGE>   102


Terminals Companies or the Calnev Companies provided at any management
presentation related to the transactions contemplated by this Agreement, (c) any
information communicated by Salomon Smith Barney or made available through the
data room process or (d) any financial projection or forecast relating to any of
the Terminals Companies or the Calnev Companies. With respect to any such
projection or forecast delivered by or on behalf of Seller to Purchaser,
Purchaser acknowledges that (x) there are significant uncertainties inherent in
such projections and forecasts and (y) Purchaser is familiar with such
uncertainties and takes full responsibility for making its own evaluation of the
adequacy and accuracy of all such projections and forecasts; provided, that
Seller in no way limits the representations, warranties, covenants or other
agreements made by Seller hereunder. Purchaser shall have no claim against
Seller (or any of its officers, directors or employees), and Seller shall have
no liability to Purchaser, with respect to any such disclaimed information,
including, without limitation, the Confidential Information Memorandum or any
financial projection or forecast relating to any of the Terminals Companies or
any of the Calnev Companies.

         11.15 Knowledge Defined. For purposes of this Agreement, (a) the term
"knowledge of Seller" or variations thereof shall be limited to the actual
knowledge of the executive officers and directors of Seller set forth on
Schedule 11.15(a), and (b) the term "knowledge of Purchaser" or variations
thereof shall be limited to the actual knowledge of the executive officers and
directors of Purchaser set forth on Schedule 11.15(b).

         11.16 Public Announcements. Seller and Purchaser each agree that they
and their Affiliates will not issue any press release or otherwise make any
public statement or respond to any media inquiry with respect to this Agreement
or the transactions contemplated hereby without the prior approval of the other
party, which shall not be unreasonably withheld, except as may be required by
Law or by any stock exchanges having jurisdiction over Seller, Purchaser or
their Affiliates.

         11.17 Defined Terms. Certain capitalized terms used herein shall have
the meanings ascribed to such terms in Appendix I.

         11.18 Currency. All references to "dollars" or "$" in this Agreement
shall mean United States Dollars.

         11.19 References. Seller and Purchaser each agree that all references
in this Agreement to the stock, certificate of incorporation, bylaws or other
property or attribute related to the corporate form of each of the Terminals
Companies or the Calnev Companies (as applicable) shall be deemed to refer to
the analogous limited liability company property or attribute upon the
conversion of the Terminals Companies or the Calnev Companies (as applicable)
into limited liability companies pursuant to the terms of this Agreement.

         11.20 Employer Identification Numbers. The parties agree that from the
Terminals Closing, the Calnev Closing or the New Calnev Closing (as applicable)
until December 31, 2001, Rail and its Affiliates shall be permitted to continue
to use the federal employer identification numbers for each of the Terminals
Companies and the Calnev Companies that has such a number (collectively, the
"EINs"). In consideration for the foregoing, Rail shall (or shall cause an
Affiliate to) reimburse Purchaser for the difference between the federal
unemployment tax paid





                                       91
<PAGE>   103


by Purchaser and its Affiliates with respect to the EINs for the 2001 tax year
and the federal unemployment tax that Purchaser and its Affiliates would have
paid with respect to the EINs for the 2001 tax year if Rail and/or its
Affiliates had not used the EINs subsequent to the Terminals Closing, the Calnev
Closing or the New Calnev Closing (as applicable) (it being understood that the
obligation of reimbursement pursuant to this sentence is in no way subject to or
limited by the provisions of Section 9B.7).




                                       92
<PAGE>   104



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered on February 28, 2001.

                                GATX RAIL CORPORATION


                                By: /s/ BRIAN A. KENNEY
                                   ------------------------------------
                                   Name: Brian A. Kenney
                                   Title: Vice President


                                GATX TERMINALS HOLDING CORPORATION


                                By: /s/ RONALD J. CIANCIO
                                   ------------------------------------
                                   Name: Ronald J. Ciancio
                                   Title: Vice President


                                KINDER MORGAN ENERGY PARTNERS, L.P.

                                By Kinder Morgan G.P., Inc., its general partner


                                By: /s/ JOSEPH LISTENGART
                                   ------------------------------------
                                   Name: Joseph Listengart
                                   Title: Vice President and
                                           General Counsel


<PAGE>   105
                                   APPENDIX I

                                   DEFINITIONS

         The following terms shall have the following meanings:

          "Affiliate" means any Person controlling, controlled by or under
common control with another "Person"; for purposes of this definition (and for
such purposes only), "control" shall mean the ownership, directly or indirectly,
of 50% or more of the outstanding common stock of a Person.

         "Agreement" means this First Amended Stock Purchase Agreement,
including all Appendices, Schedules and Exhibits hereto, as it may be amended
from time to time in accordance with its terms.

         "Asset Division" has the meaning set forth in Section 8A.5.

         "Audited September 30th Balance Sheet" means the audited combined
balance sheet of the Terminals Companies and the Calnev Companies as of
September 30, 2000.

          "Benefit Plans" means an employee benefit plan, program, policy,
arrangement or agreement, including, but not limited to, employee welfare
benefit plans and employee pension benefit plans as defined in Sections 3(1) and
3(2), respectively, of ERISA.

         "Bonus Plans" means the (a) GATX Continuity Incentive Plan; (b) GATX
Safety Incentive Plan; (c) GATX Sales Retention Bonus Plan; (d) GATX Key Manager
Retention Plan; (e) GATX Hot Skills Marketing Supplement Program; and (f) GATX
Performance Bonus Program (the Management Incentive Program).

         "Calnev" means Calnev Pipe Line Company, a Delaware corporation.

         "Calnev Acquisition Proposal" means any proposal for a merger or other
business combination to which the Calnev Companies are a party or the direct or
indirect acquisition of any equity interest in, or a substantial portion of the
assets of, the Calnev Companies other than the transactions contemplated by this
Agreement.

         "Calnev Adjustments" means, with respect to any financial statements
related to the Calnev Companies delivered by Seller to Purchaser hereunder, the
following: (a) exclusion of all intercompany balances with Seller and its
Affiliates, (b) exclusion of all cash balances and (c) exclusion of accruals for
pension liabilities, Other Post-Employment Benefits (other than with respect to
the Calnev Continuing Union Employees), workers' compensation and long-term
disability.

         "Calnev Aggregate Non-Current Balance Sheet Liability" means the
aggregate of all liabilities shown on the Calnev Closing Balance Sheet or the
Calnev September 30th Balance Sheet (as applicable) of the Calnev Companies
other than current liabilities; provided, however, that a new liability set
forth on the Calnev Closing Balance Sheet that was not set forth on the Calnev
September 30th Balance Sheet shall not be included in the determination of
Calnev


<PAGE>   106
Aggregate Non-Current Balance Sheet Liability as shown on a Calnev Closing
Balance Sheet to the extent that such liability was incurred to fund the
acquisition of a non-current asset which is reflected on the Calnev Closing
Balance Sheet in an amount at least equal to the related indebtedness.

         "Calnev Arbitrating Accounting Firm" shall have the meaning set forth
in Section 1A.3 (d).

         "Calnev Asset Allocation" shall have the meaning set forth in Section
1A.4.

         "Calnev Bargaining Agreements" shall have the meaning set forth in
Section 5A.3(f).

         "Calnev Closing" shall have the meaning set forth in Section 1A.2.

         "Calnev Closing Balance Sheet" means the unaudited, pro forma
consolidated balance sheet of the Calnev Companies as of the Calnev Closing
Date, prepared on a basis consistent with the Calnev September 30th Balance
Sheet (including, without limitation, taking into account the Calnev
Adjustments), which Calnev Closing Balance Sheet shall not reflect any events
subsequent to the Calnev Closing or related to the sale of the Calnev Companies
as contemplated herein.

         "Calnev Closing Date" shall have the meaning set forth in Section 8A.1.

         "Calnev Companies" shall have the meaning set forth in Section 2A.2(a).

         "Calnev Company Competing Transaction" shall have the meaning set forth
in Section 4A.6.

         "Calnev Continuing Employees" shall have the meaning set forth in
Section 5A.3(a).

         "Calnev Debt Adjustment" means the difference between the Calnev
Aggregate Non-Current Balance Sheet Liability as shown on a Calnev September
30th Balance Sheet and the Calnev Aggregate Non-Current Balance Sheet Liability
as shown on a Calnev Closing Balance Sheet.

         "Calnev Dispute Notice" shall have the meaning set forth in Section
1A.3 (d).

         "Calnev Employees" shall have the meaning set forth in Section 5A.3.

         "Calnev Continuing Union Employees" shall have the meaning set forth in
Section 5A.3(f).

         "Calnev Environmental Permits" shall have the meaning set forth in
Section 2A.19.

         "Calnev Environmental Warranty" means a representation or warranty in
Section 2A.18.

         "Calnev Initial Payment" shall have the meaning set forth in Section
1A.3(d).



                                       2
<PAGE>   107

         "Calnev Intellectual Property" means domestic and foreign: (a)
registered and unregistered trade names, trademarks and service marks; (b)
patent registrations and patent applications; and (c) copyright registrations
and copyright applications that, in each case, are material to the operation of
the business of the Calnev Companies.

          "Calnev Insurance Policies" means the policies or binders of fire,
liability and any other insurance listed on Schedule 2.16 held by or on behalf
of the Calnev Companies and covering its assets and operations which are
material to the operation of the business of the Calnev Companies. Schedule 2.16
accurately identifies the types, policy limits and coverage amounts of such
insurance coverage, including whether such policies of liability insurance are
"claims made" or "occurrence based."

         "Calnev Leased Real Property" means any real property that (a) is the
subject of a lease to which any Calnev Company is a party as lessee, (b) is
material to the conduct of the business of any of the Calnev Companies as it is
currently being conducted and (c) requires aggregate annual rent payments from
the Calnev Companies of $100,000 or more but shall not include any lease of any
pipeline interest.

         "Calnev Loss" or "Calnev Losses" means any and all damages, losses,
actions, proceedings, causes of action, obligations, liabilities, claims,
encumbrances, penalties, demands, assessments, judgments, costs and expenses
including, without limitation, court costs and reasonable attorneys' and
consultants' fees and costs of litigation but in any event shall exclude (a) any
interest with respect thereto or (b) consequential, punitive, special or
incidental damages or lost profits claimed, incurred or suffered by any Calnev
Purchaser Indemnified Party; provided, that the exclusion set forth in this
clause (b) shall not apply with respect to consequential, punitive, special or
indirect damages or lost profits otherwise subject to indemnity under Article 9A
of this Agreement and required to be paid by any Calnev Purchaser Indemnified
Party to any Person who is not an Affiliate (other than natural persons,
including current and former employees) of any Calnev Purchaser Indemnified
Party.

         "Calnev Maintenance Capital Expenditure" means the amount of a capital
expenditure necessary to replace or maintain assets due to obsolescence or wear
and tear; maintain or enhance the health of persons affected by the operation of
the business of the Calnev Companies; required due to government regulation or
regulatory order; or required for the protection of the environment.

         "Calnev Material Adverse Effect" means a material adverse effect on the
assets, operations or financial condition of the Calnev Companies taken as a
whole; provided, that, for purposes of this Agreement, a Calnev Material Adverse
Effect shall not include (a) changes to the industry or markets in which the
Calnev Companies operate that are not unique to the Calnev Companies and (b) any
change resulting from the announcement or disclosure of the transactions
contemplated herein.

         "Calnev Material Contracts" shall have the meaning set forth in Section
2A.14(a).

         "Calnev Permitted Liens" means (a) Liens reflected on the Calnev
September 30th Balance Sheet; (b) Liens arising by operation of Law for taxes
not yet due and payable; (c) the




                                       3
<PAGE>   108

rights of customers, suppliers and subcontractors in the ordinary course of
business under general principles of commercial law; (d) Liens that would not
reasonably be expected to have a Calnev Material Adverse Effect; and (e) Liens
noted on Schedule 2.5.

         "Calnev Plans" shall have the meaning set forth in Section 2A.13.

         "Calnev Pre-Closing Date Period" shall have the meaning set forth in
Section 10A.1(a).

          "Calnev Purchase Price" shall have the meaning set forth in Section
1A.2.

         "Calnev Purchaser Indemnified Parties" shall have the meaning set forth
in Section 9A.2.

         "Calnev Real Property" means any real property that (a) is owned in
whole or in part by any Calnev Company, (b) is material to the conduct of the
business of such Calnev Company as it is currently being conducted and (c) has a
market value of $1,000,000 or more.

         "Calnev Sale" means the purchase and sale of the GPL Stock contemplated
by this Agreement and the transactions related thereto.

         "Calnev Seller Indemnified Parties" shall have the meaning set forth in
Section 9A.3.

         "Calnev September 30th Balance Sheet" means the consolidated balance
sheet of the Calnev Companies as of September 30, 2000 that (i) reflects the
Calnev Adjustments and (ii) was derived from the Audited September 30th Balance
Sheet.

          "Calnev Subsidiary Plan" shall have the meaning set forth in Section
2A.13.

         "Calnev Tax Items" shall have the meaning set forth in Section
10A.2(a).

         "Calnev Tax Losses" shall have the meaning set forth in Section
10A.1(a).

         "Calnev Tax Warranty" means a representation or warranty in Section
2A.11.

         "Calnev Title and Authorization Warranty" means a representation or
warranty in Section 2A.1, 2A.2 or 3.1.

         "Calnev Working Capital" means current assets of the Calnev Companies
minus current liabilities of the Calnev Companies, excluding (i) cash, (ii)
intercompany obligations between and among the Calnev Companies and Seller or
its Affiliates and (iii) the cash and other proceeds received by the Calnev
Companies in connection with the divestiture of any asset between the date
hereof and the Calnev Closing pursuant to Section 4.3A(e) hereof.

         "Calnev Working Capital Adjustment" means the difference between Calnev
Working Capital as shown on the Calnev September 30th Balance Sheet and Calnev
Working Capital as shown on a Calnev Closing Balance Sheet.

         "CalPUC" means the California Public Utility Commission.



                                       4
<PAGE>   109

         "CERCLA" means the Comprehensive Environmental Response, Compensation,
and Liability Act, 42 U.S.C. 9601 et seq., as amended.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Combined Financial Statements" means the GATX Terminals Corporation
Combined Financial Statements for the Year-Ended December 31, 2000 (including
the Calnev Companies) attached hereto as Schedule 2.9(a), with the Report of
Independent Auditors.

         "Confidentiality Agreement" means that certain Letter Agreement dated
July 21, 2000 between Terminals and Purchaser as amended from time to time.

         "Contracts" means all contracts (written or oral), plans, undertakings,
commitments or agreements (including, without limitation, intercompany
contracts).

         "DOJ" shall have the meaning set forth in Section 4.4.

         "EINs" shall have the meaning set forth in Section 11.20.

         "Environmental Laws" means all federal, state and local civil and
criminal laws, regulations, rules, ordinances, codes, decrees, judgments,
injunctions, directives or judicial or administrative orders relating to the
pollution, preservation or protection of the environment, natural resources or
human health and safety, including, without limitation, laws relating to
Releases or threatened Releases of Hazardous Substances (including, without
limitation, Releases to ambient air, surface water, groundwater, land, surface
and subsurface strata) or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, transport, disposal or handling of
Hazardous Substances.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA Affiliate" means any Person which, together with another Person,
constitutes a single employer within the meaning of Section 414 of the Code or a
"controlled group" within the meaning of Section 4001(a)(14) of ERISA."

         "Excluded Companies" means GATX Terminals Antwerpen, N.V.; GATX Dutch
Holding Corporation B.V.; GATX Terminals Asia Private Limited; GATX Terminals
B.V.; GATX Terminals Limited; GATX Terminals Overseas Holding Corporation;
Paktank Midland Storage Ltd.; Unitank Storage Co. Ltd.; GATX Terminals (Pulau
Busing) Limited; GATX Spanish Holding Corporation, S.L.; Corporacion Industrial
Portuaria S.A. de C.V.; GATX Siam Limited; GATX Terminals (Jurong) Pte. Ltd.;
Kertih Terminals SDN BHD; Manchester Jetline Limited; Nippon Chemical Handling
Co.; Nippon GATX Company Limited; Shandong Lanshan GATX Terminals Co., Ltd.;
Terminales Portuaria, S.A. (TEPSA); Wymondham Oil Storage Co. Limited; GATX Thai
Terminals; GATX Terminals de Argentina S.A.; GATX Servicios S.A.; GATX Terminals
Latin America Holding Corp.; GATX Terminals de Mexico S.A. de C.V.; Corporacion
Industrial Portuaria S.A. de C.V.; TPE, GPS, GATX SI, Inc., GPL, Calnev and GATX
Las Vegas Corporation.

         "FTC" shall have the meaning set forth in Section 4.4.



                                       5
<PAGE>   110

         "GAAP" means United States generally accepted accounting principles in
use from time to time.

         "GATX Non-Qualified Plan" shall have the meaning set forth in Section
5.3(e).

         "GATX Qualified Plans" shall have the meaning set forth in Section
5.3(b).

         "Governmental Authority" means any United States federal, state,
provincial or municipal entity, any foreign government and any political
subdivision or other executive, legislative, administrative, judicial,
quasi-judicial or other governmental department, commission, court, board,
bureau, agency or instrumentality, domestic or foreign.

         "GPL" shall have the meaning specified in the recitals.

         "GPL Stock" shall have the meaning set forth in Section 1A.1.

         "GPS" means, collectively, GATX Product Services, LP, a Delaware
limited partnership, and GATX Management Services, LLC, a Delaware limited
liability company.

         "Hazardous Substances" means any pollutant, contaminant, petroleum or
petroleum product, dangerous or toxic substance, hazardous or extremely
hazardous substance or chemical, or otherwise hazardous material regulated under
Environmental Laws.

         "Holdings" shall have the meaning specified in the preamble hereof.

         "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

         "Indemnified Person" means the Person or Persons entitled to, or
claiming a right to, indemnification under Article 9 or Article 9A.

         "Indemnifying Person" means the Person or Persons claimed by the
Indemnified Person to be obligated to provide indemnification under Article 9 or
Article 9A.

         "Insurance Premium" shall have the meaning set forth in Section 4.13.

         "Insurer" shall have the meaning set forth in Section 4.13.

         "IRS" means the Internal Revenue Service.

         "Judicial Action" shall have the meaning set forth in Section 11.10.

         "Law" means any law, statute, regulation, ordinance, rule, order,
decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agreed to or imposed by any
court or other governmental authority or body.

         "License Term" shall have the meaning set forth in Section 5.12.



                                       6
<PAGE>   111

          "Lien" means any lien, security interest, charge, claim, mortgage,
deed of trust, option, lease or other encumbrance.

         "Limited Partnership Agreement" means the Second Amended and Restated
Agreement of Limited Partnership of Purchaser dated as of January 14, 1998, and
effective as of February 14, 1997.

         "Loss" or "Losses" means, collectively, Terminals Loss, Terminals
Losses, Calnev Loss and Calnev Losses.

         "MWRD" shall have the meaning set forth in Section 4.15.

         "New Calnev" shall have the meaning set forth in Section 8A.5(a).

         "New Calnev Closing" means the effective time of each of the Asset
Division, the Operating Agreement and the New Calnev Sale, all of which shall be
deemed to occur simultaneously.

          "New Calnev Sale" shall have the meaning set forth in Section 8A.5(d).

         "New Calnev Purchase Price" shall have the meaning set forth in Section
8A.5(d).

         "Nippon" shall have the meaning set forth in Section 5.11.

         "Operating Agreement" shall have the meaning set forth in Section
8A.5(c).

         "Operator" shall have the meaning set forth in Section 8A.5(c)(i).

         "Parent Group" shall have the meaning set forth in Section 10.2(a).

         "Person" means any individual, corporation, partnership, association,
limited liability company, trust, governmental or quasi-governmental authority
or body or other entity or organization.

         "Prime Interest Rate" shall have the meaning set forth in Section
1.3(b).

         "Purchase Price" means the aggregate of (a) the Terminals Purchase
Price and (b) in the event that either the Calnev Closing or the New Calnev
Closing occurs, the Calnev Purchase Price or the New Calnev Purchase Price (as
applicable).

         "Purchaser" shall have the meaning specified in the preamble hereof.

         "Purchaser Employer" shall have the meaning set forth in Section
5.3(a).

         "Purchaser Hourly Pension Plan" shall have the meaning set forth in
Section 5.3(f).

         "Purchase Indemnified Parties" means, collectively, the Terminals
Purchaser Indemnified Parties or the Calnev Purchaser Indemnified Parties.



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<PAGE>   112

         "Purchaser Plans" shall have the meaning set forth in Section 5.3(g).

         "Purchaser Savings Plan" shall have the meaning set forth in Section
5.3(c).

         "Purchaser Welfare Benefits Plan" shall have the meaning set forth in
Section 5.3(d).

         "Rail" shall have the meaning specified in the preamble hereof.

         "Regulations" means the Treasury Regulations promulgated under the
Code.

         "Related Agreement" means any contract that is or is to be entered into
at the Terminals Closing or Calnev Closing or otherwise pursuant to this
Agreement including, without limitation, the Confidentiality Agreement and the
Services Agreement. The Related Agreements executed by a specified Person shall
be referred to as "such Person's Related Agreements," "its Related Agreements"
or another similar expression.

         "Release" means any discharge, emission, spilling, leaking, pumping,
pouring, injecting, dumping, leaching, migrating or disposing into or through
the environment of any Hazardous Substance including the abandonment or
discarding of barrels, containers and other closed receptacles containing any
Hazardous Substance.

         "Retained Assets and Liabilities" shall have the meaning set forth in
Section 8A.5(b).

         "Schedule 9.2(a) Matters" shall have the meaning set forth in Section
9.2(a).

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "Seller" shall have the meaning specified in the preamble hereof.

         "Seller Hourly Pension Plan" shall have the meaning set forth in
Section 5.3(f).

         "Seller Indemnified Parties" means, collectively, the Terminals Seller
Indemnified Parties as the Calnev Seller Indemnified Parties.

         "Seller Pension Plan" shall have the meaning set forth in Section
5.3(b).

         "Seller Savings Plan" shall have the meaning set forth in Section
5.3(b).

         "Seller's Calnev Tax" shall have the meaning set forth in Section
10A.2(c).

         "Seller's Terminals Tax" shall have the meaning set forth in Section
10.2(c).

          "Seller Welfare Benefit Plans" shall have the meaning set forth in
Section 5.3(d).

         "Stock" means, collectively, the Terminals Stock and the GPL Stock.

         "Tax" or "Taxes" mean all taxes, charges, fees, duties, levies or other
assessments, including (without limitation) income, gross receipts, capital
stock, net proceeds, ad valorem,




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<PAGE>   113

turnover, real, personal and other property (tangible and intangible), sales,
use, franchise, excise, value added, stamp, leasing, lease, user, transfer,
fuel, excess profits, occupational, interest equalization, windfall profits,
unitary, severance and employees' income withholding, unemployment and Social
Security taxes, duties, assessments and charges (including the recapture of any
tax items such as investment tax credits), which are imposed by the United
States, or any Governmental Authority, including, without limitation, any
interest, penalties or additions to tax related thereto imposed by any
Governmental Authority (including any interest or penalties with respect to such
Taxes).

         "Tax Period" or "Taxable Period" means any period prescribed by any
Governmental Authority for which a Tax Return is required to be filed or a Tax
is required to be paid.

         "Tax Return" means all returns and reports of or with respect to Taxes
required to be filed with any Governmental Authority or depository.

         "Tax Statute of Limitations Date" means the close of business on the
45th day after the expiration of the applicable statute of limitations with
respect to Taxes, including any extensions thereof (or if such date is not a
Business Day, the next Business Day).

         "Terminals" shall have the meaning set forth in the preamble hereof.

         "Terminals Acquisition Proposal" means any proposal for a merger or
other business combination to which the Terminals Companies are a party or the
direct or indirect acquisition of any equity interest in, or a substantial
portion of the assets of, the Terminals Companies other than the transactions
contemplated by this Agreement.

         "Terminals Adjustments" means, with respect to any financial statements
related to the Terminals Companies delivered by Seller to Purchaser hereunder,
the following: (a) exclusion of the assets, liabilities and results of
operations of the Excluded Companies, (b) exclusion of all intercompany balances
with Seller and its Affiliates, (c) exclusion of all cash balances and (d)
exclusion of accruals for pension liabilities, Other Post-Employment Benefits
(other than with respect to the Terminals Continuing Union Employees), workers
compensation and long-term disability.

         "Terminals Aggregate Non-Current Balance Sheet Liability" means the
aggregate of all liabilities shown on the Terminals Closing Balance Sheet or the
Terminals September 30th Balance Sheet (as applicable) other than current
liabilities; provided, however, that a new liability set forth on the Terminals
Closing Balance Sheet that was not set forth on the Terminals September 30th
Balance Sheet shall not be included in the determination of Terminals Aggregate
Non-Current Balance Sheet Liability as shown on the Terminals Closing Balance
Sheet to the extent that such liability was incurred to fund the acquisition of
a non-current asset which is reflected on the Terminals Closing Balance Sheet in
an amount at least equal to the related indebtedness.

         "Terminals Arbitrating Accounting Firm" shall have the meaning set
forth in Section 1.3(c).

         "Terminals Asset Allocation" shall have the meaning set forth in
Section 1.4.



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<PAGE>   114

         "Terminals Bargaining Agreements" shall have the meaning set forth in
Section 5.3(f).

         "Terminals Closing" shall have the meaning set forth in Section 1.2.

         "Terminals Closing Balance Sheet" means the unaudited, pro forma
consolidated balance sheet of the Terminals Companies as December 31, 2000,
prepared on a basis consistent with the respective Terminals September 30th
Balance Sheet (including, without limitation, taking into account the Terminals
Adjustments), which Terminals Closing Balance Sheet shall not reflect any events
subsequent to December 31, 2000 or related to the sale of Terminals as
contemplated herein.

         "Terminals Closing Date" means March 1, 2001.

         "Terminals Companies" shall have the meaning set forth in Section 2.2.

         "Terminals Companies Plans" shall have the meaning set forth in Section
2.13(a).

         "Terminals Companies December 31, 2000 Financial Statements" means the
unaudited consolidated financial statements of the Terminals Companies as of
December 31, 2000, which Terminals Companies December 31, 2000 Financial
Statements reflect the Terminals Adjustments.

         "Terminals Company Competing Transaction" shall have the meaning set
forth in Section 4.9.

         "Terminals Continuing Employee" shall have the meaning set forth in
Section 5.3(a).

         "Terminals Continuing Union Employees" shall have the meaning set forth
in Section 5.3(f).

         "Terminals Designated Approvals" shall have the meaning set forth in
Section 4.14.

         "Terminals Dispute Notice" shall have the meaning set forth in Section
1.3(c).

         "Terminals Employees" shall have the meaning set forth in Section 5.3.

         "Terminals Environmental Permits" shall have the meaning set forth in
Section 2.19.

         "Terminals Environmental Warranty" means a representation or warranty
in Section 2.18.

         "Terminals Facilities" shall have the meaning set forth in Section
4.13.

         "Terminals Intellectual Property" means domestic and foreign: (a)
registered and unregistered trade names, trademarks and service marks; (b)
patent registrations and patent applications; and (c) copyright registrations
and copyright applications that, in each case, are material to the operation of
the business of the Terminals Companies.

         "Terminals Initial Payment" shall have the meaning set forth in Section
1.3(c).



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<PAGE>   115

         "Terminals Insurance Policies" means the policies or binders of fire,
liability and any other insurance listed on Schedule 2.16 held by or on behalf
of the Terminals Companies and covering their respective assets and operations
which in each case are material to the operation of the business of Terminals.
Schedule 2.16 accurately identifies the types, policy limits and coverage
amounts of such insurance coverage, including whether such policies of liability
insurance are "claims made" or "occurrence based."

         "Terminals Leased Real Property" means any real property that (a) is
the subject of a lease to which any Terminals Company is a party as lessee, (b)
is material to the conduct of the business of such Terminals Company as it is
currently being conducted and (c) requires aggregate annual rent payments from
such Terminals Company of $100,000 or more but shall not include any lease of
any pipeline interest.

         "Terminals Loss" or "Terminals Losses" means any and all damages,
losses, actions, proceedings, causes of action, obligations, liabilities,
claims, encumbrances, penalties, demands, assessments, judgments, costs and
expenses including, without limitation, court costs and reasonable attorneys'
and consultants' fees and costs of litigation but in any event shall exclude (a)
any interest with respect thereto or (b) consequential, punitive, special or
incidental damages or lost profits claimed, incurred or suffered by any
Terminals Purchaser Indemnified Party; provided, that the exclusion set forth in
this clause (b) shall not apply with respect to consequential, punitive, special
or indirect damages or lost profits otherwise subject to indemnity under Article
9 of this Agreement and required to be paid by any Terminals Purchaser
Indemnified Party to any Person who is not an Affiliate (other than natural
persons, including current and former employees) of any Terminals Purchaser
Indemnified Party.

         "Terminals Maintenance Capital Expenditure" means the amount of a
capital expenditure necessary to replace or maintain assets due to obsolescence
or wear and tear; maintain or enhance the health of persons affected by the
operation of the business of the Terminals Companies; required due to government
regulation or regulatory order; or required for the protection of the
environment.

         "Terminals Material Adverse Effect" means a material adverse effect on
the assets, operations or financial condition of the Terminals Companies taken
as a whole; provided, that, for purposes of this Agreement, a Terminals Material
Adverse Effect shall not include (a) changes to the industry or markets in which
the Terminals Companies operate that are not unique to the Terminals Companies
and (b) any change resulting from the announcement or disclosure of the
transactions contemplated herein.

         "Terminals Material Contracts" shall have the meaning set forth in
Section 2.14(a).

         "Terminals Permitted Liens" means (a) Liens reflected in the Terminals
Companies December 31, 2000 Financial Statements; (b) Liens arising by operation
of Law for taxes not yet due and payable; (c) the rights of customers, suppliers
and subcontractors in the ordinary course of business under general principles
of commercial law; (d) Liens that would not reasonably be expected to have a
Terminals Material Adverse Effect; and (e) Liens noted on Schedule 2.5.

         "Terminals Pre-Closing Date Period" shall have the meaning set forth in
Section 10.1.



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<PAGE>   116

         "Terminals Purchase Price" shall have the meaning set forth in Section
1.2.

         "Terminals Purchaser Indemnified Parties" shall have the meaning set
forth in Section 9.2.

         "Terminals Real Property" means any real property that (a) is owned in
whole or in part by any Terminals Company, (b) is material to the conduct of the
business of such Terminals Company as it is currently being conducted and (c)
has a market value of $1,000,000 or more.

         "Terminals Sale" means the purchase and sale of the Terminals Stock
contemplated by this Agreement and the transactions related thereto.

         "Terminals Seller Indemnified Parties" shall have the meaning set forth
in Section 9.3.

         "Terminals September 30th Balance Sheet" means the consolidated balance
sheet of the Terminals Companies as of September 30, 2000 attached hereto as
Exhibit D, that (i) reflects the Terminals Adjustments and (ii) was derived from
the Audited September 30th Balance Sheet.

         "Terminals Stock" shall have the meaning set forth in Section 1.1.

         "Terminals Subsidiary Plan" shall have the meaning set forth in Section
2.13(a).

         "Terminals Tax Items" shall have the meaning set forth in Section
10.2(a).

         "Terminals Tax Losses" shall have the meaning set forth in Section
10.1(a).

         "Terminals Tax Warranty" means a representation or warranty in Section
2.11.

         "Terminals Title and Authorization Warranty" means a representation or
warranty in Section 2.1, 2.2, or 3.1.

         "Terminals Working Capital" means current assets of the Terminals
Companies minus current liabilities of the Terminals Companies, excluding (i)
cash, (ii) intercompany obligations between and among the Terminals Companies
and Seller or its Affiliates and (iii) the cash and other proceeds received by a
Terminals Company in connection with the divestiture of any asset between the
date hereof and the Terminals Closing pursuant to Section 4.3(e) hereof.

         "Terminals Working Capital Adjustment" means the difference between
Terminals Working Capital as shown on the Terminals September 30th Balance Sheet
and Terminals Working Capital as shown on the Terminals Closing Balance Sheet.

          "TPE" shall have the meaning set forth in Section 5.9.

         "Transaction Taxes" means all sales, use, transfer, filing,
recordation, registration and similar taxes and fees arising from or associated
with the transactions contemplated hereunder, but shall not include any taxes
based on income.

         "Transferable Assets and Liabilities" shall have the meaning set forth
in Section 8A.5(a).



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<PAGE>   117

         "Treasury Regulations" means the regulations promulgated from time to
time under the Code.

         "WARN" shall have the meaning set forth in Section 5.3(a).



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