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                                                                    EXHIBIT 4.23

                       TRANSAMERICAN REFINING CORPORATION

               $175,000,000 16% Senior Subordinated Notes due 2003


                          REGISTRATION RIGHTS AGREEMENT

                                                           December 30, 1997


Jefferies & Company, Inc.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California  90025

Ladies and Gentlemen:

          TransAmerican Refining Corporation, a Texas corporation (the
"Company"), is issuing and selling to Jefferies & Company, Inc. (the
"Purchaser"), upon the terms set forth in the Purchase Agreement (as defined
below), $175,000,000 aggregate principal amount of its 16% Senior Subordinated
Notes due 2003, Series A (the "Notes"). As an inducement to the Purchaser to
enter into the Purchase Agreement, the Company agrees with the Purchaser, for
the benefit of the holders of the Securities (as defined below) (including,
without limitation, the Purchaser), as follows:

         1. Definitions. Capitalized terms used but not defined herein have the
respective meanings given to such terms in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:

         "Advice" has the meaning given to such term in Section 6.

         "Agreement" means this Registration Rights Agreement.

         "Applicable Period" has the meaning given to such term in Section 2(f).

         "Business Day" means any day other than (i) Saturday or Sunday, or (ii)
a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to be closed.

         "Closing Date" means December 30, 1997.

         "Company" has the meaning given to such term in the introductory
paragraph hereof.

         "Effectiveness Date" means the 210th day following the Closing Date.

         "Effectiveness Period" has the meaning given to such term in Section
3(a).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.




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         "Exchange Offer" has the meaning given to such term in Section 2(a).

         "Exchange Offer Registration Statement" has the meaning given to such
term in Section 2(a).

         "Exchange Securities" means 16% Senior Subordinated Notes due 2003,
Series B, of the Company, identical in all respects to the Notes, except for
references to series and restrictive legends.

         "Filing Date" means the 150th day following the Closing Date.

         "Holder" means each holder of Registrable Securities.

         "Indemnified Party" has the meaning given to such term in Section 8(c).

         "Indemnifying Party" has the meaning given to such term in Section
8(c).

         "Indenture" means the Indenture dated the date hereof between the
Company and First Union National Bank, as trustee, pursuant to which the Notes
are being issued, as amended or supplemented from time to time, in accordance
with the terms thereof.

         "Initial Shelf Registration" has the meaning given to such term in
Section 3(a).

         "Losses" has the meaning given to such term in Section 8(a).

         "NASD" means the National Association of Securities Dealers, Inc.

         "Notes" has the meaning given to such term in the introductory
paragraph hereof.

         "Participating Broker-Dealer" has the meaning given to such term in
Section 2(f).

         "Person" means an individual, trustee, corporation, partnership, joint
stock company, joint venture, trust, unincorporated organization or government
or any agency or political subdivision thereof, union, business association,
firm or other entity.

         "Private Exchange" has the meaning given to such term in Section 2(g).

         "Private Exchange Securities" has the meaning given to such term in
Section 2(g).

         "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Securities covered by
such Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

         "Purchaser" has the meaning given to such term in the introductory
paragraph hereof.

         "Purchase Agreement" means the Purchase Agreement dated as of December
22, 1997 by and between the Company and the Purchaser.

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         "Registrable Securities" means (i) Notes, (ii) Private Exchange
Securities and (iii) Exchange Securities received in the Exchange Offer that may
not be sold without restriction under federal or state securities law.

         "Registration Default Date" has the meaning given to such term in
Section 4(a).

         "Registration Statement" means any registration statement of the
Company that covers any of the Securities pursuant to the provisions of this
Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all material incorporated by reference or deemed to be incorporated by reference
in such registration statement.

         "Rule 144" means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the SEC.

         "Rule 144A" means Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the SEC.

         "Rule 415" means Rule 415 under the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means the Notes, the Private Exchange Securities and the
Exchange Securities, collectively.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

         "Shelf Notice" has the meaning given to such term in Section 2(i).

         "Shelf Registration" means the Initial Shelf Registration and any
Subsequent Shelf Registration.

         "Special Counsel" means counsel chosen by the holders of a majority in
aggregate principal amount of Securities.

         "Subsequent Shelf Registration" has the meaning given to such term in
Section 3(b).

         "TIA" means the Trust Indenture Act of 1939, as amended.

         "Trustee" means the trustee under the Indenture and, if any, the
trustee under any indenture governing the Exchange Securities or the Private
Exchange Securities.

         "Underwritten Registration" or "Underwritten Offering" means a
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

         "Weekly Liquidated Damages Amount" has the meaning given to such term
in Section 4(a).


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         2.       Exchange Offer.

                  (a) The Company shall (i) prepare and file with the SEC
         promptly after the date hereof, but in no event later than the Filing
         Date, a registration statement (the "Exchange Offer Registration
         Statement") on an appropriate form under the Securities Act with
         respect to a proposed offer (the "Exchange Offer") to the Holders to
         issue and deliver to such Holders, in exchange for the Notes, a like
         aggregate principal amount of Exchange Securities, (ii) use its best
         efforts to cause the Exchange Offer Registration Statement to become
         effective as promptly as practicable after the filing thereof, but in
         no event later than the Effectiveness Date, (iii) keep the Exchange
         Offer Registration Statement effective until the consummation of the
         Exchange Offer pursuant to its terms, and (iv) unless the Exchange
         Offer would not be permitted by a policy of the SEC, commence the
         Exchange Offer and use its best efforts to issue, on or prior to 30
         Business Days after the date on which the Exchange Offer Registration
         Statement is declared effective, Exchange Securities in exchange for
         all Notes tendered prior thereto in the Exchange Offer. The Exchange
         Offer shall not be subject to any conditions, other than (i) that the
         Exchange Offer does not violate applicable law or any applicable
         interpretation of the staff of the SEC and (ii) as otherwise expressed
         herein.

                  (b) The Exchange Securities shall be issued under, and
         entitled to the benefits of, the Indenture or a trust indenture that is
         identical to the Indenture (other than such changes as are necessary to
         comply with any requirements of the SEC to effect or maintain the
         qualification thereof under the TIA).

                  (c) In connection with the Exchange Offer, the Company shall:

                           (i) mail to each Holder a copy of the Prospectus
                  forming part of the Exchange Offer Registration Statement,
                  together with an appropriate letter of transmittal that is an
                  exhibit to the Exchange Offer Registration Statement and
                  related documents;

                           (ii) keep the Exchange Offer open for not less than
                  30 days after the date notice thereof is mailed to the Holders
                  (or longer if required by applicable law);

                           (iii) utilize the services of a depository for the
                  Exchange Offer with an address in the Borough of Manhattan,
                  The City of New York;

                           (iv) permit Holders to withdraw tendered Notes at any
                  time prior to the close of business, New York time, on the
                  last Business Day on which the Exchange Offer shall remain
                  open; and

                           (v) otherwise comply with all laws applicable to the
                  Exchange Offer.

                  (d) As soon as practicable after the close of the Exchange
         Offer, the Company shall:

                           (i) accept for exchange all Notes validly tendered
                  and not validly withdrawn pursuant to the Exchange Offer;



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                           (ii)  deliver to the Trustee for cancellation all
                  Notes so accepted for exchange; and

                           (iii) cause the Trustee promptly to authenticate and
                  deliver to each Holder of Notes, Exchange Securities equal in
                  aggregate principal amount to the Notes of such Holder so
                  accepted for exchange.

                  (e) Interest on each Exchange Security and Private Exchange
         Security will accrue (or principal will accrete, as applicable) from
         the last interest payment date on which interest was paid on the Notes
         surrendered in exchange therefor or, if no interest has been paid on
         the Notes, from the date of original issue of the Notes. Each Exchange
         Security and Private Exchange Security shall bear interest at the rate
         set forth thereon; provided, that interest with respect to the period
         prior to the issuance thereof shall accrue at the rate or rates borne
         by the Notes from time to time during such period.

                  (f) The Company shall include within the Prospectus contained
         in the Exchange Offer Registration Statement a section entitled "Plan
         of Distribution," containing a summary statement of the positions taken
         or policies made by the staff of the SEC with respect to the potential
         "underwriter" status of any broker-dealer that is the beneficial owner
         (as defined in Rule 13d-3 under the Exchange Act) of Exchange
         Securities received by such broker-dealer in the Exchange Offer (a
         "Participating Broker-Dealer"). Such "Plan of Distribution" section
         shall also allow the use of the Prospectus by all Persons subject to
         the prospectus delivery requirements of the Securities Act, including
         (without limitation) all Participating BrokersDealers, and include a
         statement describing the means by which Participating Broker-Dealers
         may resell the Exchange Securities. The Company shall use its best
         efforts to keep the Exchange Offer Registration Statement effective and
         to amend and supplement the Prospectus to be lawfully delivered by all
         Persons subject to the prospectus delivery requirement of the
         Securities Act for such period of time as such Persons must comply with
         such requirements in order to resell the Exchange Securities; provided
         that such period shall not exceed 180 days after consummation of the
         Exchange Offer (as such period may be extended pursuant to the last
         paragraph of Section 6 (the "Applicable Period").

                  (g) If, prior to consummation of the Exchange Offer, the
         Purchaser holds any Securities acquired by it and having the status as
         an unsold allotment in the initial distribution, the Company shall,
         upon the request of the Purchaser, simultaneously with the delivery of
         the Exchange Securities in the Exchange Offer, issue (pursuant to the
         same indenture as the Exchange Securities) and deliver to the
         Purchaser, in exchange for the Securities held by the Purchaser (the
         "Private Exchange"), a like principal amount of debt securities of the
         Company that are identical to the Exchange Securities (the "Private
         Exchange Securities"). The Private Exchange Securities shall bear the
         same CUSIP number as the Exchange Securities.

                  (h) The Company may require each Holder participating in the
         Exchange Offer to represent to the Company that at the time of the
         consummation of the Exchange Offer (i) any Exchange Securities received
         by such Holder in the Exchange Offer will be acquired in the ordinary
         course of its business, (ii) such Holder will have no arrangement or
         understanding with any Person to participate in the distribution of the
         Exchange Securities within the meaning of the Securities Act or resale
         of the Exchange Securities in violation of the Securities Act, (iii) if
         such Holder is not a broker-dealer, that it is not engaged in and does
         not intend to engage in, 

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         the distribution of the Exchange Securities, (iv) if such Holder is a
         broker-dealer that will receive Exchange Securities for its own account
         in exchange for Notes that were acquired as a result of market-making
         or other trading activities, that it will deliver a prospectus, as
         required by law, in connection with any resale of such Exchange
         Securities and (v) if such Holder is an affiliate of the Company, that
         it will comply with the registration and prospectus delivery
         requirements of the Securities Act applicable to it.

                  (i) If (i) prior to the consummation of the Exchange Offer,
         either the Company or the Holders of a majority in aggregate principal
         amount of Registrable Securities determines in its or their reasonable
         judgment that (A) the Exchange Securities would not, upon receipt, be
         tradeable by the Holders thereof without restriction under the
         Securities Act and the Exchange Act and without material restrictions
         under applicable Blue Sky or state securities laws, or (B) the
         interests of the Holders under this Agreement, taken as a whole, would
         be materially adversely affected by the consummation of the Exchange
         Offer, (ii) applicable interpretations of the staff of the SEC would
         not permit the consummation of the Exchange Offer prior to 90 days
         after the Effectiveness Date, (iii) subsequent to the consummation of
         the Private Exchange but within one year of the Closing Date, the
         Purchaser so requests, (iv) the Exchange Offer is not consummated
         within 270 days of the Closing Date for any reason or (v) in the case
         of any Holder not permitted to participate in the Exchange Offer or of
         any Holder participating in the Exchange Offer that receives Exchange
         Securities that may not be sold without material restriction under
         state and federal securities laws (other than due solely to the status
         of such Holder as an affiliate of the Company within the meaning of the
         Securities Act) and, in either case contemplated by this clause (v),
         such Holder notifies the Company within six months of consummation of
         the Exchange Offer, then the Company shall promptly deliver to the
         Holders (or in the case of any occurrence of the event described in
         clause (v) of this Section 2(i), to any such Holder) and the Trustee
         notice thereof (the "Shelf Notice") and shall as promptly as possible
         thereafter file an Initial Shelf Registration pursuant to Section 3.

         3. Shelf Registration. If a Shelf Notice is required to be delivered
pursuant to Section 2(a)(i), (ii), (iii) or (iv), then this Section 3 shall
apply to all Registrable Securities. Otherwise, upon consummation of the
Exchange Offer in accordance with Section 2, the provisions of this Section 3
shall apply solely with respect to (i) Notes held by any Holder thereof not
permitted to participate in the Exchange Offer and (ii) Exchange Securities that
are not freely tradeable as contemplated by Section 2(i)(v).

                  (a) Initial Shelf Registration. The Company shall use its best
         efforts to prepare and file with the SEC a Registration Statement for
         an offering to be made on a continuous basis pursuant to Rule 415
         covering all of the Registrable Securities (the "Initial Shelf
         Registration"). If the Company has not yet filed an Exchange Offer
         Registration Statement, the Company shall use its best efforts to file
         with the SEC the Initial Shelf Registration on or prior to the Filing
         Date. Otherwise, the Company shall use its best efforts to file the
         Initial Shelf Registration within 20 days of the delivery of the Shelf
         Notice or as promptly as possible following the request of the
         Purchaser. The Initial Shelf Registration shall be on Form S-1 or
         another appropriate form permitting registration of such Registrable
         Securities for resale by such holders in the manner or manners
         designated by them (including, without limitation, one or more
         underwritten offerings). The Company shall (i) not permit any
         securities other than the Registrable Securities to be included in any
         Shelf Registration, and (ii) use its best efforts to cause the Initial
         Shelf Registration to be declared effective under the Securities Act as
         promptly as practicable after the filing thereof and to keep the
         Initial Shelf Registration continuously


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         effective under the Securities Act until the date that is 24 months
         from the Effectiveness Date (subject to extension pursuant to the last
         paragraph of Section 6) (the "Effectiveness Period"), or such shorter
         period ending when (i) all Registrable Securities covered by the
         Initial Shelf Registration have been sold or (ii) a Subsequent Shelf
         Registration covering all of the Registrable Securities has been
         declared effective under the Securities Act.

                  (b) Subsequent Shelf Registrations. If any Shelf Registration
         ceases to be effective for any reason at any time during the
         Effectiveness Period (other than because of the sale of all of the
         Registrable Securities registered thereunder), the Company shall use
         its best efforts to obtain the prompt withdrawal of any order
         suspending the effectiveness thereof, and in any event shall within 30
         days of such cessation of effectiveness amend the Shelf Registration in
         a manner reasonably expected to obtain the withdrawal of the order
         suspending the effectiveness thereof, or file an additional "shelf"
         Registration Statement pursuant to Rule 415 covering all of the
         Registrable Securities (a "Subsequent Shelf Registration"). If a
         Subsequent Shelf Registration is filed, the Company shall use its best
         efforts to cause the Subsequent Shelf Registration to be declared
         effective as soon as practicable after such filing and to keep such
         Subsequent Shelf Registration continuously effective for a period equal
         to the number of days in the Effectiveness Period less the aggregate
         number of days during which the Initial Shelf Registration, and any
         Subsequent Shelf Registration, was previously effective.

         4.       Liquidated Damages.

                  (a)      The Company acknowledges and agrees that the holders
         of Registrable Securities will suffer damages, and that it would not be
         feasible to ascertain the extent of such damages with precision, if the
         Company fails to fulfill its obligations hereunder. Accordingly, in the
         event of such failure, the Company agrees to pay liquidated damages to
         each Holder under the circumstances and to the extent set forth below:

                           (i) if neither the Exchange Offer Registration
                  Statement nor the Initial Shelf Registration has been filed
                  with the SEC on or prior to the Filing Date; or

                           (ii) if neither the Exchange Offer Registration
                  Statement nor the Initial Shelf Registration is declared
                  effective by the SEC on or prior to the Effectiveness Date; or

                           (iii) if the Company has not accepted for exchange
                  all Notes validly tendered in accordance with the terms of the
                  Exchange Offer within 30 Business Days after the date on which
                  an Exchange Offer Registration Statement is declared effective
                  by the SEC; or

                           (iv) if a Shelf Registration is filed and declared
                  effective by the SEC but thereafter ceases to be effective
                  without being succeeded within 30 days by a Subsequent Shelf
                  Registration filed and declared effective;

         (each of the foregoing a "Registration Default," and the date on which
         the Registration Default occurs being referred to herein as a
         "Registration Default Date").

                           Upon the occurrence of any Registration Default, the
         Company shall be obligated to pay, or cause to be paid, in addition to
         amounts otherwise due under the Indenture 


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         and the Registrable Securities, as liquidated damages, and not as a
         penalty, to each holder of a Registrable Security, an additional amount
         (the "Weekly Liquidated Damages Amount") equal to (A) for each weekly
         period beginning on the Registration Default Date for the first 120-day
         period immediately following such Registration Default Date, $0.05 per
         week per $1,000 principal amount of Registrable Securities held by such
         holder, and (B) for each weekly period beginning with the first full
         week after the 120-day period set forth in the foregoing clause (A),
         $0.15 per week per $1,000 principal amount of Registrable Securities
         held by such holder; provided that such liquidated damages will, in
         each case, cease to accrue (subject to the occurrence of another
         Registration Default) on the date on which all Registration Defaults
         have been cured. A Registration Default under clause (i) above shall be
         cured on the date that either the Exchange Offer Registration Statement
         or the Initial Shelf Registration is filed with the SEC; a Registration
         Default under clause (ii) above shall be cured on the date that either
         the Exchange Offer Registration Statement or the Initial Shelf
         Registration is declared effective by the SEC; a Registration Default
         under clause (iii) above shall be cured on the earlier of the date (A)
         the Exchange Offer is consummated with respect to all Notes validly
         tendered or (B) the Company delivers a Shelf Notice to the Holders; and
         a Registration Default under clause (iv) above shall be cured on the
         earlier of (A) the date on which the applicable Shelf Registration is
         no longer subject to an order suspending the effectiveness thereof or
         proceedings relating thereto or (B) a Subsequent Shelf Registration is
         declared effective.

                  (b) The Company shall notify the Trustee within five Business
         Days after each Registration Default Date. The Company shall pay the
         liquidated damages due on the Registrable Securities by depositing with
         the Trustee, in trust, for the benefit of the Holders thereof, by 12:00
         noon, New York City time, on or before the semi-annual interest payment
         date for any of the Registrable Securities, immediately available funds
         in sums sufficient to pay the liquidated damages then due. The
         liquidated damages amount due shall be payable on each interest payment
         date to the Holder entitled to receive the interest payment to be made
         on such date as set forth in the Indenture.

         5. Hold-Back Agreements. The Company agrees (i) without the prior
written consent of the Holders of a majority of the aggregate principal amount
of the then outstanding Securities, not to effect any public or private sale or
distribution (including a sale pursuant to Regulation D under the Securities
Act) of any securities the same as or substantially similar to those covered by
a Registration Statement filed pursuant to Section 2 or 3, or any securities
convertible into or exchangeable or exercisable for such securities, during the
10 days prior to, and during the 90-day period beginning on, (A) the effective
date of any Registration Statement filed pursuant to Sections 2 and 3, unless
the Holders of a majority in aggregate principal amount of Registrable
Securities to be included in such Registration Statement consent or (B) the
commencement of an underwritten public distribution of Registrable Securities,
where the managing underwriter so requests; and (ii) to cause each holder of
such securities that are the same as or substantially similar to Registrable
Securities issued at any time after the date of this Agreement (other than
securities purchased in a registered public offering) to agree, unless prevented
by applicable statute or regulation, not to effect any public sale or
distribution of any such securities during such periods, including a sale
pursuant to Rule 144 or Rule 144A.


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         6. Registration Procedures. In connection with the registration of any
Securities pursuant to Sections 2 or 3, the Company shall effect such
registrations to permit the sale of such Securities in accordance with the
intended method or methods of disposition thereof, and pursuant thereto the
Company shall:

                  (a) Prepare and file with the SEC, as soon as practicable
         after the date hereof but in any event on or prior to the Filing Date,
         a Registration Statement or Registration Statements as prescribed by
         Section 2 or 3, and use its best efforts to cause each such
         Registration Statement to become effective and remain effective as
         provided herein; provided, that, if (i) such filing is pursuant to
         Section 3 or (ii) a Prospectus contained in an Exchange Offer
         Registration Statement filed pursuant to Section 2 is required to be
         delivered under the Securities Act by any Participating Broker-Dealer
         who seeks to sell Exchange Securities during the Applicable Period,
         before filing any Registration Statement or Prospectus or any
         amendments or supplements thereto, the Company shall, if requested,
         furnish to and afford the Holders of the Registrable Securities covered
         by such Registration Statement, their Special Counsel, each
         Participating Broker-Dealer, the managing underwriters, if any, and
         their counsel, a reasonable opportunity to review and make available
         for inspection by such Persons copies of all such documents (including
         copies of any documents to be incorporated by reference therein and all
         exhibits thereto) proposed to be filed, such financial and other
         information and books and records of the Company, and cause the
         officers, directors and employees of the Company, Company counsel and
         independent certified public accountants of the Company, to respond to
         such inquiries, as shall be necessary, in the opinion of respective
         counsel to such holders, Participating Broker-Dealer and underwriters,
         to conduct a reasonable investigation within the meaning of the
         Securities Act. The Company may require each Holder to agree to keep
         confidential any non-public information relating to the Company
         received by such Holder and not disclose such information (other than
         to an Affiliate or prospective purchaser who agrees to respect the
         confidentiality provisions of this Section 6(a)) until such information
         has been made generally available to the public unless the release of
         such information is required by law or necessary to respond to
         inquiries of regulatory authorities (including the National Association
         of Insurance Commissioners, or similar organizations or their
         successors). The Company shall not file any Registration Statement or
         Prospectus or any amendments or supplements thereto in respect of which
         the Holders must be afforded an opportunity to review prior to the
         filing of such document, if the Holders of a majority in aggregate
         principal amount of the Registrable Securities covered by such
         Registration Statement, their Special Counsel, any Participating
         Broker-Dealer or the managing underwriters, if any, or their counsel
         shall reasonably object.

                  (b) Provide an indenture trustee for the Registrable
         Securities or the Exchange Securities, as the case may be, and cause
         the Indenture (or other indenture relating to the Registrable
         Securities) to be qualified under the TIA not later than the effective
         date of the first Registration Statement; and in connection therewith,
         to effect such changes to such indenture as may be required for such
         indenture to be so qualified in accordance with the terms of the TIA;
         and execute, and use its best efforts to cause such trustee to execute,
         all documents as may be required to effect such changes, and all other
         forms and documents required to be filed with the SEC to enable such
         indenture to be so qualified in a timely manner.


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                  (c) Prepare and file with the SEC such amendments and
         post-effective amendments to the Registration Statement as may be
         necessary to keep such Registration Statement continuously effective
         for the time periods required hereby; cause the related Prospectus to
         be supplemented by any Prospectus supplement required by applicable
         law, and as so supplemented to be filed pursuant to Rule 424 (or any
         similar provisions then in force) under the Securities Act; and comply
         in all material respects with the provisions of the Securities Act and
         the Exchange Act applicable thereto with respect to the disposition of
         all securities covered by such Registration Statement, as so amended,
         or in such Prospectus, as so supplemented, in accordance with the
         intended methods of distribution set forth in such Registration
         Statement or Prospectus as so amended.

                  (d) Furnish to such selling Holders and Participating
         Broker-Dealers who so request (i) upon the Company's receipt, a copy of
         the order of the SEC declaring such Registration Statement and any
         post-effective amendment thereto effective and (ii) such reasonable
         number of copies of such Registration Statement and of each amendment
         and supplement thereto (in each case including any documents
         incorporated therein by reference and all exhibits), (iii) such
         reasonable number of copies of the Prospectus included in such
         Registration Statement (including each preliminary Prospectus), and
         such reasonable number of copies of the final Prospectus as filed by
         the Company pursuant to Rule 424(b) under the Securities Act, in
         conformity with the requirements of the Securities Act, and (iv) such
         other documents (including any amendments required to be filed pursuant
         to clause (c) of this Section), as any such Person may reasonably
         request. The Company hereby consent to the use of the Prospectus by
         each of the selling Holders of Registrable Securities or each such
         Participating Broker-Dealer, as the case may be, and the underwriters
         or agents, if any, and dealers (if any), in connection with the
         offering and sale of the Registrable Securities covered by, or the sale
         by Participating Broker-Dealers of the Exchange Securities pursuant to,
         such Prospectus and any amendment thereto.

                  (e) If (A) a Shelf Registration is filed pursuant to Section 3
         or (B) a Prospectus contained in an Exchange Offer Registration
         Statement filed pursuant to Section 2 is required to be delivered under
         the Securities Act by any Participating Broker-Dealer who seeks to sell
         Exchange Securities during the Applicable Period, notify the selling
         Holders of Registrable Securities, their Special Counsel, each
         Participating Broker-Dealer and the managing underwriters, if any,
         promptly (but in any event within two Business Days), and confirm such
         notice in writing, (i) when a Prospectus has been filed, and, with
         respect to a Registration Statement or any post-effective amendment,
         when the same has become effective under the Securities Act, (ii) of
         the issuance by the SEC of any stop order suspending the effectiveness
         of a Registration Statement or of any order preventing or suspending
         the use of any Prospectus or the initiation of any proceedings for that
         purpose, (iii) if, at any time when a Prospectus is required by the
         Securities Act to be delivered in connection with sales of the
         Registrable Securities, the representations and warranties of the
         Company contained in any agreement (including any underwriting
         agreement) contemplated by Section 6(n) below cease to be true and
         correct in any material respect, (iv) of the receipt by the Company of
         any notification with respect to the suspension of the qualification or
         exemption from qualification of a Registration Statement or any of the
         Registrable Securities or the Exchange Securities to be sold by any
         Participating Broker-Dealer for offer or sale in any jurisdiction, or
         the contemplation, initiation or threatening of any proceeding for such
         purpose, (v) of the happening of any event that makes any statement
         made in such Registration Statement or related Prospectus or any
         document incorporated or deemed to be incorporated therein by reference
         untrue in any 

                                       10

<PAGE>   11


         material respect or that requires the making of any changes in such
         Registration Statement, Prospectus or documents so that it will not
         contain any untrue statement of a material fact or omit to state any
         material fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading, and (vi) of the Company's reasonable
         determination that a post-effective amendment to a Registration
         Statement would be appropriate.

                  (f) Use its reasonable efforts to register or qualify, and, if
         applicable, to cooperate with the selling Holders of Registrable
         Securities, the underwriters, if any, and their respective counsel in
         connection with the registration or qualification (or exemption from
         such registration or qualification) of, Securities to be included in a
         Registration Statement for offer and sale under the securities or Blue
         Sky laws of such jurisdictions within the United States as any selling
         Holder, Participating Broker-Dealer or the managing underwriters
         reasonably request in writing; and, if Securities are offered other
         than through an Underwritten Offering, the Company shall cause its
         counsel to perform Blue Sky investigations and file registrations and
         qualifications required to be filed pursuant to this Section 6(f) at
         the expense of the Company; keep each such registration or
         qualification (or exemption therefrom) effective during the period such
         Registration Statement is required to be kept effective and do any and
         all other acts or things necessary or advisable to enable the
         disposition in such jurisdictions of the Securities covered by the
         applicable Registration Statement, provided, however, that the Company
         shall not be required to (i) qualify generally to do business in any
         jurisdiction where it is not then so qualified, (ii) to take action
         that would subject it to general service of process in any jurisdiction
         where it is not so subject or (iii) subject it to taxation in excess of
         a nominal dollar amount in any such jurisdiction where it is not then
         subject.

                  (g) Use its best efforts to prevent the issuance of any order
         suspending the effectiveness of a Registration Statement or of any
         order preventing or suspending the use of a Prospectus or suspending
         the qualification (or exemption from qualification) of any of the
         Securities for sale in any jurisdiction, and, if any such order is
         issued, to use its best efforts to obtain the withdrawal of any such
         order at the earliest possible time.

                  (h) If (A) a Shelf Registration is filed pursuant to Section 3
         or (B) a Prospectus contained in an Exchange Offer Registration
         Statement filed pursuant to Section 2 is required to be delivered under
         the Securities Act by any Participating Broker-Dealer who seeks to sell
         Exchange Securities during the Applicable Period, and if requested by
         the managing underwriters, if any, or the Holders of a majority in
         aggregate principal amount of the Registrable Securities, (i) promptly
         incorporate in a Prospectus or post-effective amendment such
         information as the managing underwriters, if any, or such Holders
         reasonably request to be included therein required to comply with any
         applicable law and (ii) make all required filings of such Prospectus or
         such post-effective amendment as soon as practicable after the Company
         has received notification of such matters required by Applicable Law to
         be incorporated in such Prospectus or post-effective amendment.

                  (i) If (A) a Shelf Registration is filed pursuant to Section 3
         or (B) a Prospectus contained in an Exchange Offer Registration
         Statement filed pursuant to Section 2 is required to be delivered under
         the Securities Act by any Participating Broker-Dealer who seeks to sell
         Exchange Securities during the Applicable Period, cooperate with the
         selling Holders and the managing underwriters, if any, to facilitate
         the timely preparation and delivery of certificates 


                                       11


<PAGE>   12

         representing Registrable Securities to be sold, which certificates
         shall not bear any restrictive legends and shall be in a form eligible
         for deposit with The Depository Trust Company ("DTC"); and enable such
         Registrable Securities to be in such denominations and registered in
         such names as the managing underwriters, if any, or Holders may
         reasonably request.

                  (j) If (i) a Shelf Registration is filed pursuant to Section 3
         or (ii) a Prospectus contained in an Exchange Offer Registration
         Statement filed pursuant to Section 2 is required to be delivered under
         the Securities Act by any Participating Broker-Dealer who seeks to sell
         Exchange Securities during the Applicable Period, upon the occurrence
         of any event contemplated by paragraph 6(e)(v) or 6(e)(vi) above, as
         promptly as practicable prepare a supplement or post-effective
         amendment to the Registration Statement or a supplement to the related
         Prospectus or any document incorporated or deemed to be incorporated
         therein by reference, or file any other required document so that, as
         thereafter delivered to the purchasers of the Registrable Securities
         being sold thereunder or to the purchasers of the Exchange Securities
         to whom such Prospectus will be delivered by a Participating
         Broker-Dealer, such Prospectus will not contain an untrue statement of
         a material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading.

                  (k) In good faith endeavor to cause the Securities covered by
         a Registration Statement to be rated with the appropriate rating
         agencies, if appropriate, if so requested by the Holders of a majority
         in aggregate principal amount of Securities covered by such
         Registration Statement or the managing underwriters, if any.

                  (l) Prior to the effective date of the first Registration
         Statement relating to the Securities, (i) provide the applicable
         trustee with printed certificates for the Securities in a form eligible
         for deposit with DTC and (ii) provide a CUSIP number for each of the
         Securities.

                  (m) Use its best efforts to cause all Securities covered by
         such Registration Statement to be listed on each securities exchange,
         if any, on which similar debt securities issued by the Company are then
         listed.

                  (n) If a Shelf Registration is filed pursuant to Section 3,
         enter into such agreements (including an underwriting agreement in
         form, scope and substance as is customary in Underwritten Offerings)
         and take all such other actions in connection therewith (including
         those reasonably requested by the managing underwriters, if any, or the
         Holders of a majority in aggregate principal amount of the Registrable
         Securities being sold) in order to expedite or facilitate the
         registration or the disposition of such Registrable Securities, and in
         such connection, regardless of whether an underwriting agreement is
         entered into and regardless of whether the registration is an
         Underwritten Registration, (i) make such representations and warranties
         to the Holders and the underwriters, if any, with respect to the
         business of the Company and its subsidiaries, and the Registration
         Statement, Prospectus and documents, if any, incorporated or deemed to
         be incorporated by reference therein, in each case, in form, substance
         and scope as are customarily made by issuers to underwriters in
         Underwritten Offerings, and confirm the same if and when reasonably
         requested; (ii) obtain opinions of counsel to the Company and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to the managing underwriters, if any,
         and the Holders of a majority in aggregate principal amount of the
         Registrable Securities being sold), addressed to each selling Holder
         and each of the underwriters, if any, covering the matters


                                       12

<PAGE>   13



         customarily covered in opinions requested in Underwritten Offerings;
         (iii) obtain "cold comfort" letters and updates thereof (which letters
         and updates (in form, scope and substance) shall be reasonably
         satisfactory to the managing underwriters) from the independent
         certified public accountants of the Company (and, if necessary, any
         other independent certified public accountants of any subsidiary of the
         Company or of any business acquired by the Company for which financial
         statements and financial data are, or are required to be, included in
         the Registration Statement), addressed to each of the underwriters and
         each selling Holder, such letters to be in customary form and covering
         matters of the type customarily covered in "cold comfort" letters in
         connection with Underwritten Offerings and such other matters as
         reasonably requested by underwriters; and (iv) deliver such documents
         and certificates as may be reasonably requested by the Holders of a
         majority in principal amount of the Registrable Securities being sold
         and the managing underwriters, if any, to evidence the continued
         validity of the representations and warranties of the Company and its
         subsidiaries made pursuant to clause (i) above and to evidence
         compliance with any conditions contained in the underwriting agreement
         or other similar agreement entered into by the Company.

                  (o) Comply with all applicable rules and regulations of the
         SEC and make generally available to its security holders earnings
         statements satisfying the provisions of Section 11(a) of the Securities
         Act and Rule 158 thereunder (or any similar rule promulgated under the
         Securities Act) no later than 45 days after the end of any 12-month
         period (or 90 days after the end of any 12-month period if such period
         is a fiscal year) (i) commencing on the first day of the fiscal quarter
         following each fiscal quarter in which Registrable Securities are sold
         to underwriters in a firm commitment or best efforts underwritten
         offering and (ii) if not sold to underwriters in such an offering,
         commencing on the first day of the first fiscal quarter of the Company
         after the effective date of a Registration Statement, which statements
         shall cover said 12-month periods.

                  (p) Upon consummation of an Exchange Offer or Private
         Exchange, obtain an opinion of counsel to the Company (in form, scope
         and substance reasonably satisfactory to the Purchaser), addressed to
         all Holders participating in the Exchange Offer or Private Exchange, as
         the case may be, to the effect that (i) the Company has duly
         authorized, executed and delivered the Exchange Securities or the
         Private Exchange Securities, as the case may be, and the Indenture,
         (ii) the Exchange Securities or the Private Exchange Securities, as the
         case may be, and the Indenture constitute legal, valid and binding
         obligations of the Company, enforceable against the Company in
         accordance with their respective terms, except as such enforcement may
         be subject to (x) applicable bankruptcy, insolvency, reorganization,
         moratorium and similar laws affecting creditors' rights and remedies
         generally and (y) general principles of equity (regardless of whether
         such enforcement is sought in a proceeding in equity or at law), and
         (iii) all obligations of the Company under the Exchange Securities or
         the Private Exchange Securities, as the case may be, and the Indenture
         are secured by Liens on the assets securing the obligations of the
         Company under the Notes.

                  (q) If an Exchange Offer or Private Exchange is to be
         consummated, upon delivery of the Registrable Securities by such
         Holders to the Company (or to such other Person as directed by the
         Company) in exchange for the Exchange Securities or the Private
         Exchange Securities, as the case may be, the Company shall mark, or
         caused to be marked, on such Registrable Securities that such
         Registrable Securities are being cancelled in exchange for the Exchange
         Securities or the Private Exchange Securities, as the case may be; in
         no event shall such Registrable Securities be marked as paid or
         otherwise satisfied.


                                       13

<PAGE>   14

                  (r) Cooperate with each seller of Registrable Securities
         covered by any Registration Statement and each underwriter, if any,
         participating in the disposition of such Registrable Securities and
         their respective counsel in connection with any filings required to be
         made with the NASD.

                  (s) Use its best efforts to take all other steps reasonably
         necessary to effect the registration of the Registrable Securities
         covered by a Registration Statement contemplated hereby.

                  The Company may require each seller of Registrable Securities
or Participating Broker-Dealer as to which any registration is being effected to
furnish to the Company such information regarding such seller or Participating
Broker-Dealer and the distribution of such Registrable Securities or Exchange
Securities as the Company may, from time to time, reasonably request in writing.
The Company may exclude from such registration the Registrable Securities of any
seller or Exchange Securities of any Participating Broker-Dealer who
unreasonably fails to furnish such information.

                  Each Holder and each Participating Broker-Dealer agrees by
acquisition of such Registrable Securities or Exchange Securities of any
Participating Broker-Dealer that, upon receipt of written notice from the
Company of the happening of any event of the kind described in Section 6(e)(ii),
6(e)(iv), 6(e)(v) or 6(e)(vi), such Holder will forthwith discontinue
disposition (in the jurisdictions specified in a notice of a 6(e)(iv) event, and
elsewhere in a notice of a 6(e)(ii), 6(e)(v) or 6(e)(vi) event) of such
Securities covered by such Registration Statement or Prospectus until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 6(j), or until it is advised in writing (the "Advice")
by the Company that offers or sales in a particular jurisdiction may be resumed
or that the use of the applicable Prospectus may be resumed, as the case may be,
and has received copies of any amendments or supplements thereto. If the Company
shall give such notice, each of the Effectiveness Period and the Applicable
Period shall be extended by the number of days during such periods from and
including the date of the giving of such notice to and including the date when
each seller of such Securities covered by such Registration Statement shall have
received (x) the copies of the supplemented or amended Prospectus contemplated
by Section 6(j) or (y) the Advice.

         7.       Registration Expenses.

                  (a) All fees and expenses incident to the performance of or
         compliance with this Agreement by the Company shall be borne by the
         Company, regardless of whether the Exchange Offer or a Shelf
         Registration is filed or becomes effective, including, without
         limitation:

                           (i) all registration and filing fees (including,
                  without limitation, (A) fees with respect to filings required
                  to be made with the NASD and (B) fees and expenses of
                  compliance with state securities or Blue Sky laws (including,
                  without limitation, reasonable fees and disbursements of
                  counsel in connection with Blue Sky qualifications of the
                  Registrable Securities or Exchange Securities and
                  determination of the eligibility of the Registrable Securities
                  or Exchange Securities for investment under the laws of such
                  jurisdictions (x) where the Holders are located, in the case
                  of the Exchange Securities, or (y) as provided in Section
                  6(f), in the case of Registrable Securities or Exchange
                  Securities to be sold by a Participating Broker-Dealer during
                  the Applicable Period);


                                       14


<PAGE>   15

                           (ii) printing expenses (including, without
                  limitation, expenses of printing certificates for Registrable
                  Securities or Exchange Securities in a form eligible for
                  deposit with DTC and of printing Prospectuses if the printing
                  of Prospectuses is requested by the managing underwriters, if
                  any, or, in respect of Registrable Securities or Exchange
                  Securities to be sold by a Participating Broker-Dealer during
                  the Applicable Period, by the Holders of a majority in
                  aggregate principal amount of the Registrable Securities
                  included in any Registration Statement or of such Exchange
                  Securities, as the case may be);

                           (iii) messenger, telephone, duplication, word
                  processing and delivery expenses incurred by the Company in
                  the performance of its obligations hereunder;

                           (iv) fees and disbursements of counsel for the 
                  Company;

                           (v)  fees and disbursements of all independent
                  certified public accountants referred to in Section 6(n)(iii)
                  (including, without limitation, the expenses of any special
                  audit and "cold comfort" letters required by or incident to
                  such performance);

                           (vi) fees and expenses of any "qualified independent
                  underwriter" or other independent appraiser participating in
                  an offering pursuant to Section 3 of Schedule E to the By-laws
                  of the NASD, but only where the need for such a "qualified
                  independent underwriter" arises due to a relationship with the
                  Company;

                           (vii) Securities Act liability insurance, if the
                  Company so desires such insurance;

                           (viii) fees and expenses of all other Persons
                  retained by the Company; internal expenses of the Company
                  (including, without limitation, all salaries and expenses of
                  officers and employees of the Company performing legal or
                  accounting duties); and the expense of any annual audit; and

                           (ix) rating agency fees and the fees and expenses
                  incurred in connection with the listing of the Securities to
                  be registered on any securities exchange.

                  (b) The Company shall reimburse the Holders for the reasonable
         fees and disbursements of not more than one counsel (in addition to
         appropriate local counsel) chosen by the Holders of a majority in
         aggregate principal amount of the Registrable Securities to be
         included in any Registration Statement and other reasonable and
         necessary out-of-pocket expenses of the Holders incurred in connection
         with the registration of the Registrable Securities.

         8.       Indemnification.

                  (a) Indemnification by the Company. The Company shall, without
         limitation as to time, indemnify and hold harmless each Holder and each
         Participating Broker-Dealer selling Exchange Securities during the
         Applicable Period, each Person who controls each such Holder (within
         the meaning of Section 15 of the Securities Act or Section 20(a) of the
         Exchange Act) and the officers, directors, partners, employees,
         representatives and agents of each such Holder, Participating
         Broker-Dealer and controlling person, to the fullest extent lawful,
         from 


                                       15

<PAGE>   16

         and against any and all losses, claims, damages, liabilities, costs
         (including, without limitation, reasonable costs of preparation and
         reasonable attorneys' fees) and expenses (including, without
         limitation, reasonable costs and expenses incurred in connection with
         investigating, preparing, pursuing or defending against any of the
         foregoing) (collectively, "Losses"), as incurred, directly or
         indirectly caused by, related to, based upon, arising out of or in
         connection with any untrue or alleged untrue statement of a material
         fact contained in any Registration Statement, Prospectus or form of
         prospectus, or in any amendment or supplement thereto, or in any
         preliminary prospectus, or any omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading, except insofar as such Losses are
         based upon information relating to such Holder or Participating
         Broker-Dealer and furnished in writing to the Company by such Holder or
         Participating Broker-Dealer expressly for use therein; provided,
         however, that the Company shall not be liable to any Indemnified Party
         to the extent that any such losses arise solely out of an untrue
         statement or alleged untrue statement or omission or alleged omission
         made in any preliminary prospectus if (i) such Indemnified Party or
         related holder of a Registrable Security failed to send or deliver a
         copy of the Prospectus with or prior to the delivery of written
         confirmation of the sale by such Indemnified Party or the related
         holder of a Registrable Security to the person asserting the claim from
         which such Losses arise, (ii) the Prospectus would have corrected such
         untrue statement or alleged untrue statement or omission or alleged
         omission, and (iii) the Company has complied with its obligations under
         Section 6(e). The Company shall also, jointly and severally, indemnify
         underwriters, selling brokers, dealer managers and similar securities
         industry professionals participating in the distribution, their
         officers, directors, agents and employees and each Person who controls
         such Persons (within the meaning of Section 15 of the Securities Act or
         Section 20(a) of the Exchange Act) to the same extent as provided above
         with respect to the indemnification of the Holders or the Participating
         Broker-Dealer.

                  (b) Indemnification by Holder of Registrable Securities. In
         connection with any Registration Statement, Prospectus or form of
         prospectus, any amendment or supplement thereto, or any preliminary
         prospectus in which a Holder is participating, such Holder shall
         furnish to the Company in writing such information as the Company
         reasonably requests for use in connection with any Registration
         Statement, Prospectus or form of prospectus, any amendment or
         supplement thereto, or any preliminary prospectus and shall, without
         limitation as to time, indemnify and hold harmless the Company, its
         officers, directors, partners, employees, representatives and agents,
         each Person, if any, who controls the Company (within the meaning of
         Section 15 of the Securities Act and Section 20(a) of the Exchange
         Act), and the officers, directors, partners, employees, representatives
         and agents of such controlling persons, to the fullest extent lawful,
         from and against all Losses arising out of or based upon any untrue or
         alleged untrue statement of a material fact contained in any
         Registration Statement, Prospectus or form of prospectus or in any
         amendment or supplement thereto or in any preliminary prospectus, or
         any omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading to the extent, but only to the extent, that such untrue
         statement or alleged untrue statement of a material fact or omission or
         alleged omission of a material fact is contained in any information so
         furnished in writing by such holder to the Company expressly for use
         therein. In no event shall the liability of any selling Holder be
         greater in amount than the dollar amount of the proceeds (net of
         payment of 

                                       16

<PAGE>   17


         all expenses) received by such Holder upon the sale of the Registrable
         Securities giving rise to such indemnification obligation.

                  (c) Conduct of Indemnification Proceedings. If any Proceeding
         shall be brought or asserted against any Person entitled to indemnity
         hereunder (an "Indemnified Party"), such Indemnified Party shall
         promptly notify the party or parties from which such indemnity is
         sought (the "Indemnifying Parties") in writing; provided, that the
         failure to so notify the Indemnifying Parties shall not relieve the
         Indemnifying Parties from any obligation or liability except to the
         extent that it shall be finally determined by a court of competent
         jurisdiction (which determination is not subject to appeal) that the
         Indemnifying Parties have been prejudiced materially by such failure.

                           The Indemnifying Party shall have the right,
         exercisable by giving written notice to an Indemnified Party, within 20
         Business Days after receipt of written notice from such Indemnified
         Party of such Proceeding, to assume, at its expense, the defense of any
         such Proceeding, provided, that an Indemnified Party shall have the
         right to employ separate counsel in any such Proceeding and to
         participate in the defense thereof, but the fees and expenses of such
         counsel shall be at the expense of such Indemnified Party or parties
         unless: (1) the Indemnifying Party has agreed to pay such fees and
         expenses; or (2) the Indemnifying Party shall have failed promptly to
         assume the defense of such Proceeding or shall have failed to employ
         counsel reasonably satisfactory to such Indemnified Party; or (3) the
         named parties to any such Proceeding (including any impleaded parties)
         include both such Indemnified Party and the Indemnifying Party or any
         of its affiliates or controlling persons, and such Indemnified Party
         shall have been advised by counsel that there may be one or more
         defenses available to such Indemnified Party that are in addition to,
         or in conflict with, those defenses available to the Indemnifying Party
         or such affiliate or controlling person (in which case, if such
         Indemnified Party notifies the Indemnifying Parties in writing that it
         elects to employ separate counsel at the expense of the Indemnifying
         Parties, the Indemnifying Parties shall not have the right to assume
         the defense thereof and the reasonable fees and expenses of such
         counsel shall be at the expense of the Indemnifying Party; it being
         understood, however, that, the Indemnifying Party shall not, in
         connection with any one such Proceeding or separate but substantially
         similar or related Proceedings in the same jurisdiction, arising out of
         the same general allegations or circumstances, be liable for the fees
         and expenses of more than one separate firm of attorneys (together with
         appropriate local counsel) at any time for such Indemnified Parties).

                           No Indemnifying Party shall be liable for any
         settlement of any such Proceeding effected without its written consent,
         but if settled with its written consent, or if there be a final
         judgment for the plaintiff in any such Proceeding, each Indemnifying
         Party jointly and severally agrees, subject to the exceptions and
         limitations set forth above, to indemnify and hold harmless each
         Indemnified Party from and against any and all Losses by reason of such
         settlement or judgment. The Indemnifying Party shall not consent to the
         entry of any judgment against an indemnified party or enter into any
         settlement that imposes any obligation on any indemnified party that
         does not include as a term thereof the giving by the claimant or
         plaintiff to each Indemnified Party of a release, in form and substance
         reasonably satisfactory to the Indemnified Party, from all liability in
         respect of such Proceeding for which such Indemnified Party would be
         entitled to indemnification hereunder (regardless of whether any
         Indemnified Party is a party thereto).


                                       17


<PAGE>   18

                  (d) Contribution. If the indemnification provided for in this
         Section 8 is unavailable to an Indemnified Party or is insufficient to
         hold such Indemnified Party harmless for any Losses in respect of which
         this Section 8 would otherwise apply by its terms (other than by reason
         of exceptions provided in this Section 8), then each applicable
         Indemnifying Party, in lieu of indemnifying such Indemnified Party,
         shall have a joint and several obligation to contribute to the amount
         paid or payable by such Indemnified Party as a result of such Losses,
         in such proportion as is appropriate to reflect the relative fault of
         the Indemnifying Party, on the one hand, and such Indemnified Party, on
         the other hand, in connection with the actions, statements or omissions
         that resulted in such Losses as well as any other relevant equitable
         considerations. The relative fault of such Indemnifying Party, on the
         one hand, and Indemnified Party, on the other hand, shall be determined
         by reference to, among other things, whether any untrue or alleged
         untrue statement of a material fact or omission or alleged omission to
         state a material fact relates to information supplied by such
         Indemnifying Party or Indemnified Party, and the parties' relative
         intent, knowledge, access to information and opportunity to correct or
         prevent any such statement or omission. The amount paid or payable by
         an Indemnified Party as a result of any Losses shall be deemed to
         include any legal or other fees or expenses incurred by such party in
         connection with any Proceeding, to the extent such party would have
         been indemnified for such fees or expenses if the indemnification
         provided for in Section 8(a) or 8(b) was available to such party.

                  The parties hereto agree that it would not be just and
         equitable if contribution pursuant to this Section 8(d) were determined
         by pro rata allocation or by any other method of allocation that does
         not take account of the equitable considerations referred to in the
         immediately preceding paragraph. Notwithstanding the provisions of this
         Section 8(d), an Indemnifying Party that is a selling Holder shall not
         be required to contribute, in the aggregate, any amount in excess of
         such Holder's Maximum Contribution Amount. A selling Holder's "Maximum
         Contribution Amount" shall equal the excess of (i) the aggregate
         proceeds received by such Holder pursuant to the sale of such
         Registrable Securities over (ii) the aggregate amount of damages that
         such Holder has otherwise been required to pay by reason of such untrue
         or alleged untrue statement or omission or alleged omission. No person
         guilty of fraudulent misrepresentation (within the meaning of Section
         11(f) of the Securities Act) shall be entitled to contribution from any
         Person who was not guilty of such fraudulent misrepresentation.

                  The indemnity and contribution agreements contained in this
Section 8 are in addition to any liability that the Indemnifying Parties may
have to the Indemnified Parties.

         9. Rule 144 and Rule 144A. The Company covenants that it shall (a) file
the reports required to be filed by it (if so required) under the Securities Act
and the Exchange Act in a timely manner and, if at any time any such Person is
not required to file such reports, it will, upon the request of any Holder, make
publicly available other information necessary to permit sales pursuant to Rule
144 and Rule 144A and (b) take such further action as any Holder may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Registrable Securities without registration under the Securities Act
pursuant to the exemptions provided by Rule 144 and Rule 144A. Upon the request
of any Holder, the Company shall deliver to such Holder a written statement as
to whether they have complied with such information and requirements.

         10. Underwritten Registrations. If any of the Registrable Securities
covered by any Shelf Registration are to be sold in an Underwritten Offering,
the investment banker or investment bankers 

                                       18

<PAGE>   19

and manager or managers that will manage the offering will be selected by the
Holders of a majority in aggregate principal amount of such Registrable
Securities included in such offering. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

         11.      Miscellaneous.

                  (a) Remedies. In the event of a breach by the Company of any
         of its obligations under this Agreement, each Holder, in addition to
         being entitled to exercise all rights provided herein, in the Indenture
         or, in the case of the Purchaser, in the Purchase Agreement, or granted
         by law, including recovery of damages, will be entitled to specific
         performance of its rights under this Agreement. The Company agrees that
         monetary damages would not be adequate compensation for any loss
         incurred by reason of a breach by it of any of the provisions of this
         Agreement and hereby further agrees that, in the event of any action
         for specific performance in respect of such breach, it shall waive the
         defense that a remedy at law would be adequate.

                  (b) No Inconsistent Agreements. The Company has not entered
         into, as of the date hereof, and shall not enter into, after the date
         of this Agreement, any agreement with respect to any of its securities
         that is inconsistent with the rights granted to the holders of
         Registrable Securities in this Agreement or otherwise conflicts with
         the provisions hereof.

                  (c) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended, modified
         or supplemented, and waivers or consents to departures from the
         provisions hereof may not be given, unless the Company has obtained the
         written consent of Holders of at least a majority of the then
         outstanding aggregate principal amount of Registrable Securities;
         provided, that Sections 6(a) and 8 shall not be amended, modified or
         supplemented, and waivers or consents to departures from this proviso
         may not be given, unless the Company has obtained the written consent
         of each Holder affected thereby. Notwithstanding the foregoing, a
         waiver or consent to depart from the provisions hereof with respect to
         a matter that relates exclusively to the rights of Holders whose
         securities are being sold pursuant to a Registration Statement and that
         does not directly or indirectly affect the rights of other Holders may
         be given by Holders of at least a majority in aggregate principal
         amount of the Registrable Securities being sold by such Holders
         pursuant to such Registration Statement, provided that the provisions
         of this sentence may not be amended, modified or supplemented except in
         accordance with the provisions of the immediately preceding sentence.

                  (d) Notices. All notices and other communications (including,
         without limitation, any notices or other communications to the Trustee)
         provided for or permitted hereunder shall be made in writing by
         hand-delivery, certified first-class mail, return receipt requested,
         next-day air courier or facsimile:

                           (i) if to a Holder, at the most current address given
                  by such Holder to the Company in accordance with the
                  provisions of this Section 11(d), which address initially is,
                  with respect to each Holder, the address of such holder
                  maintained by the

                                       19

<PAGE>   20


                  Registrar under the Indenture, with a copy to Skadden, Arps,
                  Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los
                  Angeles, California 90071, telecopy number (213) 687-5600,
                  Attention: Rodrigo A. Guerra, Jr.; and

                           (ii) if to the Company, at 1300 North Sam Houston
                  Parkway East, Suite 310, Houston, Texas 77032-2949, telecopy
                  number (281) 986-8865, Attention: President, with a copy to
                  Gardere & Wynne, L.L.P., 3000 Thanksgiving Tower, Dallas,
                  Texas 75201, telecopy number (214) 999-4667, Attention: C.
                  Robert Butterfield;


         and thereafter at such other address, notice of which is given in
         accordance with the provisions of this Section 11(d).

                  All such notices and communications shall be deemed to have
         been duly given: when delivered by hand, if personally delivered; five
         Business Days after being deposited in the mail, postage prepaid, if
         mailed; one Business Day after being timely delivered to a next-day air
         courier; and when receipt is acknowledged by the addressee, if
         telecopied. Copies of all such notices, demands or other communications
         shall be concurrently delivered by the Person giving the same to the
         Trustee under the Indenture at the address specified in such Indenture.

                  (e) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors and assigns of each of
         the parties, including, without limitation and without the need for an
         express assignment, subsequent Holders.

                  (f) Counterparts. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,
         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         agreement.

                  (g) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
         REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY HEREBY
         IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT
         SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY
         FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW
         YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
         RELATING TO THIS AGREEMENT, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN
         RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF
         THE AFORESAID COURTS. THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST
         EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND
         ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
         VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
         AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
         SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT 


                                       20

<PAGE>   21

         FORUM. THE COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY
         EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF
         ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
         THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
         PREPAID, TO THE COMPANY AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME
         EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE
         RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
         LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
         COMPANY IN ANY OTHER JURISDICTION.

                  (i) Severability. If any term, provision, covenant or
         restriction of this Agreement is held by a court of competent
         jurisdiction to be invalid, illegal, void or unenforceable, the
         remainder of the terms, provisions, covenants and restrictions set
         forth herein shall remain in full force and effect and shall in no way
         be affected, impaired or invalidated, and the parties hereto shall use
         their best efforts to find and employ an alternative means to achieve
         the same or substantially the same result as that contemplated by such
         term, provision, covenant or restriction. It is hereby stipulated and
         declared to be the intention of the parties that they would have
         executed the remaining terms, provisions, covenants and restrictions
         without including any of such that may be hereafter declared invalid,
         illegal, void or unenforceable.

                  (j) Entire Agreement. This Agreement is intended by the
         parties as a final expression of their agreement, and is intended to be
         a complete and exclusive statement of the agreement and understanding
         of the parties hereto in respect of the subject matter contained
         herein. There are no restrictions, promises, warranties or
         undertakings, other than those set forth or referred to herein, with
         respect to the registration rights granted by the Company in respect of
         securities sold pursuant to the Purchase Agreement. This Agreement
         supersedes all prior agreements and understandings between the parties
         with respect to such subject matter.

                  (k) Attorneys' Fees. In any Proceeding brought to enforce any
         provision of this Agreement, or where any provision hereof is validly
         asserted as a defense, the prevailing party, as determined by the
         courts, shall be entitled to recover reasonable attorneys' fees in
         addition to its costs and expenses and any other available remedy.

                  (l) Securities Held by the Company or its Affiliates. Whenever
         the consent or approval of Holders of a specified percentage of
         Registrable Securities is required hereunder, Registrable Securities
         held by the Company or its affiliates (as such term is defined in Rule
         405 under the Securities Act) (other than Holders deemed to be such
         affiliates solely by reason of their holdings of such Registrable
         Securities) shall not be counted in determining whether such consent or
         approval was given by the holders of such required percentage.

                            [Signature Page Follows]


                                       21

<PAGE>   22

                          REGISTRATION RIGHTS AGREEMENT

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.


                                              TRANSAMERICAN REFINING CORPORATION


                                              By:
                                                 -------------------------------
                                              Name:
                                                    ----------------------------
                                              Title:
                                                    ----------------------------


Accepted and Agreed to:

JEFFERIES & COMPANY, INC.


By:
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Name:
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Title:
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