UNION TANK CAR CO, S-3, 1994-11-02

UNION TANK CAR CO
S-3, 1994-11-02
RAILROAD EQUIPMENT

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<PAGE> 1
As filed with the Securities and Exchange Commission on November 2, 1994
REGISTRATION NO. 33-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNION TANK CAR COMPANY
(Exact name of registrant as specified in its charter)

Delaware 36-3104688
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
-------------

225 West Washington Street
Chicago, Illinois 60606
(312) 372-9500
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
William M. Holzman, Esq.
Neal Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
(312) 269-8000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copies to:
Barry P. Biggar, Esq.
Mayer, Brown & Platt
787 Seventh Avenue
New York, New York 10019

-------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of Securities to be Price Offering Registration
to be Registered Registered Per Unit(1) Price(1) Fee
<S> <C> <C> <C> <C>
Pass Through Certificates, Series 1994-A $100,000,000 100% $100,000,000 $34,483
</TABLE>

(1) Estimated in accordance with Rule 457 solely for the purpose of
determining the registration fee.

_____________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION NOVEMBER 2, 1994
PROSPECTUS

$100,000,000

UNION TANK CAR COMPANY
1994-A PASS THROUGH TRUST

PASS THROUGH CERTIFICATES, SERIES 1994-A

Each Pass Through Certificate offered hereby will represent a fractional
undivided interest in the Union Tank Car Company 1994-A Pass Through Trust (the
"Pass Through Trust") to be formed pursuant to a pass through trust agreement
between Union Tank Car Company (the "Company") and The First National Bank of
Chicago (the "Pass Through Trustee"), as trustee under the Pass Through Trust.
The property of the Pass Through Trust will consist of equipment notes (the
"Equipment Notes") to be issued on a nonrecourse basis by the trustee of three
separate owner trusts (each, an "Owner Trustee") in connection with three
separate leveraged lease transactions to finance not more than 80% of the cost
of certain tank cars and covered hopper cars (each rail car a "Unit" and,
collectively, the "Equipment") that will be purchased by the Owner Trustees
from the Company and leased to the Company. Amounts unconditionally payable
under the leases will be sufficient to pay in full when due all payments of
principal of, Make-Whole Amount (as hereinafter defined), if any, and interest
on the Equipment Notes held in the Pass Through Trust. However, neither the
Pass Through Certificates nor the Equipment Notes are obligations of, or
guaranteed by, the Company.

Each Equipment Note will be issued under one of three indentures. The
Equipment Notes acquired by the Pass Through Trust will mature on or before the
final distribution date for the Pass Through Certificates. The Equipment Notes
issued under each indenture will be secured by a security interest in the
Equipment leased by the Company under the lease relating to such indenture and
by an assignment of certain of the Owner Trustee's rights under such lease,
including the right to receive rentals payable by the Company in respect of
such Equipment pursuant to such lease.

Interest paid on the Equipment Notes held in the Pass Through Trust will be
passed through to the Certificateholders on January 2 and July 2 of each year,
commencing on July 2, 1995, at the rate per annum set forth below until the
final distribution date for the Pass Through Trust. Principal paid on the
Equipment Notes held in the Pass Through Trust will be passed through to the
Certificateholders in scheduled amounts on January 2 or July 2, or both, of
each year, commencing on , and continuing until the final
distribution date for the Pass Through Trust. The Equipment Notes may be
prepaid under certain circumstances.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
FINAL
PRINCIPAL INTEREST DISTRIBUTION PRICE TO
AMOUNT RATE DATE PUBLIC(1)(2)
<S> <C> <C> <C> <C>
1994-A . . . . . . . . . $100,000,000 % 100%
</TABLE>

(1) Plus accrued interest, if any, from December , 1994.
(2) The underwriting commission is $ , which constitutes %
of the principal amount of the Pass Through Certificates. The
underwriting commission, and certain other expenses estimated at $
, will be payable by the Owner Trustees in the leveraged lease
transactions. All of the proceeds from the sale of the Pass Through
Certificates will be used to purchase the Equipment Notes from the
Owner Trustees.

The Pass Through Certificates are offered by the Underwriter subject to prior
sale, when, as and if accepted by the Underwriter and subject to approval of
certain legal matters by Mayer, Brown & Platt, counsel for the Underwriter. It
is expected that delivery of the Pass Through Certificates in book-entry form
will be made on or before December , 1994 through the facilities of The
Depository Trust Company, against payment therefor in immediately available
funds.

SALOMON BROTHERS INC
The date of this Prospectus is ,1994
<PAGE> 3

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE PASS
THROUGH CERTIFICATES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

Union Tank Car Company (with its wholly-owned subsidiaries herein
collectively referred to, unless the context otherwise requires, as the
"Company") has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Pass Through Certificates. This Prospectus, which
forms a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information pertaining to the Pass Through Certificates and the
Company, reference is made to the Registration Statement. Any statement
contained herein concerning the provisions of any document is not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission.

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Commission.
Information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and New York Regional Office, 7 World Trade Center, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates.

REPORTS TO CERTIFICATEHOLDERS BY THE TRUSTEE

The First National Bank of Chicago, as trustee under the Pass Through
Trust Agreement, will provide to Certificateholders certain periodic statements
concerning distributions made with respect to the Pass Through Trust. See
"Description of the Pass Through Certificates--Reports to Certificateholders."

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 and its Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 and September 30, 1994, each as filed with
the Commission pursuant to the Exchange Act, are incorporated herein by
reference.

All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Pass Through Certificates shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein, or
contained in this Prospectus, shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

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<PAGE> 4
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written request of such person, a copy (without
exhibits) of any or all documents incorporated by reference in this Prospectus.
Requests for such copies should be directed to the General Counsel and
Secretary, Union Tank Car Company, 225 West Washington Street, Chicago,
Illinois 60606, telephone (312) 372-9500.

-3-
<PAGE> 5

SUMMARY

The following summary of provisions relating to the Pass Through
Certificates does not purport to be complete and is qualified in its entirety
by the detailed information appearing elsewhere or incorporated by reference in
the Prospectus.

Glossary . . . . . . . . . . Included at the end of this Prospectus as
Appendix I is a Glossary of certain of the
significant defined terms used herein.

Pass Through Trust . . . . . The Union Tank Car Company 1994-A Pass Through
Trust (the "Pass Through Trust") is to be formed
pursuant to a Pass Through Trust Agreement (the
"Agreement") between Union Tank Car Company (the
"Company") and The First National Bank of Chicago
(the "Pass Through Trustee"), as trustee of the
Pass Through Trust.

Pass Through Trust
Property . . . . . . . . . The property of the Pass Through Trust will
consist of equipment notes (the "Equipment
Notes") issued on a nonrecourse basis by
, as owner trustee (each, an "Owner
Trustee") of three separate trusts for the
benefit of certain institutional investors
(each, an "Owner Participant"), in connection
with three separate leveraged lease
transactions to finance not more than 80% of the
cost to such Owner Trustees of certain tank cars
and covered hopper cars (each rail car a "Unit"
and, collectively, the "Equipment") which will
be purchased by such Owner Trustees, on behalf
of certain Owner Participants, from the Company
and leased to the Company. Each Equipment Note
will be issued in connection with such leveraged
lease transactions under one of three indentures
(each, an "Indenture"). See "Use of Proceeds"
for additional information concerning the
Equipment.

The Pass Through Certificates, Series 1994-A
(the "Pass Through Certificates"), that
will be issued by the Pass Through Trust will
bear interest at the same rate as the rate on the
Equipment Notes. The Equipment Notes will mature
on or before the final distribution date of the
Pass Through Certificates. The aggregate
principal amount of the Equipment Notes to be
held in the Pass Through Trust will be the same
as the aggregate principal amount of the Pass
Through Certificates issued by the Pass Through
Trust.

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<PAGE> 6

Pass Through Certificates;
Book-Entry Registration . . Each Pass Through Certificate will represent a
fractional undivided interest in the Pass Through
Trust. The Pass Through Certificates will be
issued in fully registered form only. See
"Description of the Pass Through
Certificates--General." The Pass Through
Certificates will be registered in the name of
Cede & Co. ("Cede"), as the nominee of The
Depository Trust Company ("DTC"). No person
acquiring an interest in the Pass Through
Certificates will be entitled to receive a
definitive certificate (a "Registered
Certificate") representing such person's interest
in the Pass Through Trust, except in the event
that Registered Certificates are issued under the
limited circumstances described herein. See
"Description of the Pass Through
Certificates--Book-Entry Registration" and
"--Registered Certificates."

Denominations . . . . . . . . The Pass Through Certificates will be issued in
minimum denominations of $1,000 and any integral
multiple of $1,000 in excess thereof. See
"Description of the Pass Through
Certificates--General."

Regular Distribution Dates. . January 2 and July 2.

Special Distribution Dates. . The second day of any month.

Record Dates . . . . . . . . The fifteenth day preceding a Regular
Distribution Date or a Special Distribution Date.

Distributions . . . . . . . . Payments of interest on the Equipment Notes held
in the Pass Through Trust are scheduled to be
received in specified amounts by the Pass Through
Trustee on January 2 and July 2 of each year,
commencing July 2, 1995, and are to be
distributed to the Certificateholders on such
dates. Payments of principal on the Equipment
Notes are scheduled to be received in specified
amounts by the Pass Through Trustee on January 2
or July 2, or both, of each year, commencing
, and are to be distributed to the
Certificateholders on the corresponding Regular
Distribution Dates. Payments of principal of,
Make-Whole Amount, if any, and interest on the
Equipment Notes resulting from prepayments
thereof, if any, will be distributed on a Special
Distribution Date after not less than 20 days'
notice (or 10 days' notice in certain limited
circumstances) from the Pass Through Trustee to
the Certificateholders. For a discussion of
distributions upon an Event of Default, see
"Description of

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<PAGE> 7

the Pass Through Certificates--Events of Default
and Certain Rights Upon an Event of Default."

To the extent that Equipment Notes are not
purchased by the Pass Through Trustee on or prior
to December 31, 1994, the unexpended proceeds,
together with interest thereon at the rate
applicable to the Pass Through Certificates, will
be distributed to Certificateholders on January
2, 1995. See "Description of the Pass Through
Certificates--Special Payments Under Certain
Circumstances."

Method of Distributions . . . So long as the Pass Through Certificates are
registered in the name of Cede, as the nominee of
DTC, distributions by the Pass Through Trustee
will be made in same-day funds to DTC, which in
turn will make distributions to participants in
DTC ("DTC Participants") in same-day funds. The
final distribution of principal with respect to
the Pass Through Certificates will be made by DTC
to DTC Participants in same-day funds.
Responsibility for distributions by DTC
Participants to beneficial owners of the Pass
Through Certificates will be the responsibility
of such DTC Participants and will be made in
accordance with customary industry practices. See
"Description of the Pass Through
Certificates--Payments and Distributions." At
such time, if any, as Registered Certificates are
issued representing the Pass Through Certificates
and are not registered in the name of Cede, as
the nominee of DTC, distributions by the Pass
Through Trustee to Certificateholders, other than
the final distribution, will be made by check
mailed to each Certificateholder of record on the
applicable record date at its address appearing
on the register. The final distribution with
respect to the Pass Through Certificates will be
made only upon surrender and presentation thereof
at the office or agency of the Pass Through
Trustee. See "Description of the Pass Through
Certificates--Payments and Distributions."

Interest . . . . . . . . . . Interest on the Pass Through Certificates will
be passed through to the Certificateholders at
the rate per annum indicated on the cover of this
Prospectus, which is the interest rate borne by
the Equipment Notes to be held in the Pass
Through Trust. Interest is calculated on the
basis of a 360-day year consisting of twelve
30-day months. See "Description of the Pass
Through Certificates--General."

Principal . . . . . . . . . . The principal of the Equipment Notes is payable
in scheduled amounts on January 2 or July 2, or
both, of each year, commencing .
See "Description of the Pass

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<PAGE> 8

Through Certificates--Payments and
Distributions" and "Description of the Equipment
Notes--Principal Payments."

Equipment Notes: General. . . Interest will be payable on the Equipment Notes
on the unpaid principal amount thereof on January
2 and July 2 of each year, commencing on July 2,
1995. The principal of each Equipment Note is
payable in accordance with the principal
repayment schedule set forth herein under
"Description of the Equipment Notes--Principal
Payments."

Equipment Notes: Prepayment . One or more of the Equipment Notes may be
prepaid, in whole or in part, under the following
circumstances:

(a) If an Event of Loss to a Unit shall
occur and the Company does not substitute
like kind equipment of equal or greater value
for such Unit, it is obligated to pay the
Stipulated Loss Value of such Unit. Such
payment will be used to prepay a portion of
the Equipment Notes issued under the
Indenture relating to such Unit on (i) the
next Regular Distribution Date following the
election by the Company to make such payment
rather than substitute like kind equipment or
(ii) in the case of the occurrence of an
Event of Loss in respect of more than ten
Units since the end of the last six month
reporting period under a Lease (a "Multiple
Loss"), on the first Business Day succeeding
the 60th day following the date on which the
Company is required to report such Multiple
Loss. The amount prepaid will be equal to the
sum of (i) as to principal, an amount equal
to the product obtained by multiplying the
aggregate unpaid principal amount of the
Equipment Notes issued under the Indenture to
which such Unit relates as of the prepayment
date (after deducting therefrom the scheduled
principal installment, if any, due on the
prepayment date) by a fraction, the numerator
of which shall be the Equipment Cost of such
Unit and the denominator of which shall be
the aggregate Equipment Cost of all Equipment
securing such Indenture immediately prior to
the prepayment date, and (ii) as to interest,
the aggregate amount of interest accrued and
unpaid to but not including the prepayment
date in respect of the principal amount to be
prepaid pursuant to clause (i) above on such
prepayment date. No Make-Whole Amount will
be payable in the event of a prepayment under
such circumstances.

(b) If the Company elects to exercise its
right to terminate a Lease pursuant to the
terms thereof with respect to some or all of
the Units leased thereunder, or if the
Company

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<PAGE> 9

exercises its option to purchase some or
all of the Units in accordance with the terms
of the applicable Lease or the Participation
Agreement, a portion of the proceeds from the
Company's payment of the Termination Value of
such Unit or the exercise price of the
purchase option, as the case may be, will be
used to prepay Equipment Notes relating to
such Equipment, unless the Company elects in
connection with the exercise of a purchase
option to assume on a full recourse basis all
of the Owner Trustee's obligations in respect
of the related Equipment Notes and acquires
such purchased Units subject to the lien of the
related Indenture. Any such prepayment will
be in an amount at least equal to the
principal and accrued interest thereon,
computed as provided in paragraph (a) above,
plus a Make-Whole Amount. See "Description
of the Equipment Notes--Prepayment" for a
description of the manner of computing the
Make-Whole Amount.

(c) Subject to certain restrictions, the
Company require an Owner Trustee to
effect a prepayment of the Equipment Notes
issued under an Indenture at a price equal to
the aggregate unpaid principal amount
thereof, together with accrued interest
thereon, plus a Make-Whole Amount, as part of
a refunding or refinancing which will result
in the prepayment of the Pass Through
Certificates.

(d) If under any Indenture an Indenture
Default shall have occurred and be continuing
and (i) the Indenture Trustee shall give
notice of its intent to accelerate the
Equipment Notes thereunder or to exercise
other remedies available to it or (ii) the
Indenture Trustee shall not have taken action
with respect to such Indenture Default for a
period of not less than 180 days, the
applicable Owner Trustee may elect to prepay
or purchase all of the then outstanding
Equipment Notes issued under such Indenture
at a price equal to the unpaid principal
amount thereof, together with accrued
interest thereon to the date of prepayment or
purchase, but without any Make-Whole Amount.

See "Description of the Equipment
Notes--Prepayment."

Equipment Notes: Security . . The Equipment Notes issued under each Indenture
will be secured by a security interest in the
Equipment leased by the Company under the Lease
relating to such Indenture and an assignment to
the Indenture Trustee of certain of the Owner

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<PAGE> 10

Trustee's rights under the Lease covering such
Equipment, including the right to receive rent
payable by the Company thereunder.

Equipment Notes issued under different
Indentures are not cross-collateralized and,
consequently, the Equipment Notes issued under
any particular Indenture are not secured by any
of the Equipment securing another Indenture or by
the Lease related thereto. There are no
cross-default provisions in the Indentures and,
consequently, if the Equipment Notes issued under
a particular Indenture are in default, the
Equipment Notes issued under the other Indentures
may not be in default and, if not in default, no
remedies will be exercisable under such
Indentures. See "Description of the Equipment
Notes--Security."

In the event of the bankruptcy of an Owner
Participant, it is possible that, notwithstanding
that the Equipment is owned by an Owner Trustee
in trust for the benefit of such Owner
Participant, the Equipment and the related Lease
and Equipment Notes might become part of the
bankruptcy proceeding. In such event, payments on
the Equipment Notes might be interrupted and the
ability of the Indenture Trustee to exercise its
remedies under the Indenture might be restricted,
although the Indenture Trustee would retain its
status as a secured creditor in respect of such
Lease and the Equipment subject thereto. See
"Description of the Equipment Notes--Remedies."

Although the Equipment Notes are not direct
obligations of, or guaranteed by, the Company,
the amounts unconditionally payable by the
Company under the Leases will be sufficient to
pay in full when due all payments of principal
of, Make-Whole Amount, if any, and interest on
the Equipment Notes. See "Description of the
Equipment Notes--General."

Use of Proceeds . . . . . . . The proceeds from the sale of the Pass Through
Certificates will be used by the Pass Through
Trustee to purchase the Equipment Notes from the
Owner Trustees. The Owner Trustees will use such
proceeds to finance not more than 80% of the
Equipment Cost of the Equipment, representing in
the aggregate the entire debt portion of the
three separate leveraged lease transactions. The
net proceeds to the Company from the sale of the
Equipment will be used by the Company for general
corporate purposes. See "Use of Proceeds."

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<PAGE> 11

Pass Through Trustee . . . . The First National Bank of Chicago will act as
trustee under the Pass Through Agreement and as
paying agent and registrar for the Pass Through
Certificates. The First National Bank of Chicago
also will act as the Indenture Trustee under each
Indenture.

Federal Income Tax
Consequences . . . . . . . . The Pass Through Trust should be classified as a
grantor trust for federal income tax purposes,
and each Certificate Owner should be treated as
the owner of a pro rata undivided interest in
each of the Equipment Notes and any other
property held in the Pass Through Trust and
should report on its federal income tax return
its pro rata share of income from such Equipment
Notes in accordance with such Certificate Owner's
method of accounting. See "Certain Federal
Income Tax Consequences."

ERISA Considerations . . . . The Pass Through Certificates, with certain
limited exceptions, are eligible for purchase by
employee benefit plans. See "ERISA
Considerations."

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<PAGE> 12
FORMATION OF THE PASS THROUGH TRUST

The Pass Through Trust will be formed pursuant to a Pass Through Trust
Agreement (the "Agreement") by and between the Company and the Pass Through
Trustee. Upon or prior to the execution and delivery of the Agreement, the
Pass Through Trustee, on behalf of the Pass Through Trust, will enter into
three separate participation agreements with the Company, the Indenture
Trustee, the applicable Owner Trustee and the applicable Owner Participant (in
each case, a "Participation Agreement") pursuant to which it will, among other
things, purchase the Equipment Notes, which notes will bear interest at the
same rate as the rate on the Pass Through Certificates and will mature on or
before the final distribution date of the Pass Through Certificates. The Pass
Through Trust will hold all of the Equipment Notes originally issued,
representing in the aggregate the entire debt portion of the three separate
leveraged lease transactions. The Pass Through Trustee will distribute the
payments of principal, Make-Whole Amount, if any, and interest received by it
as the holder of the Equipment Notes to the Certificateholders. See
"Description of the Pass Through Certificates--General" and "Description of the
Equipment Notes--General."

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<PAGE> 13
DESCRIPTION OF PAYMENT FLOWS

The following diagram illustrates certain aspects of the payment flows
in each separate leveraged lease transaction among the Company, an Owner
Trustee, an Owner Participant, the Indenture Trustee, the Pass Through Trustee
and the Certificateholders.

In each of the separate leveraged lease transactions, the Company will
lease certain Equipment from an Owner Trustee, as lessor of such Equipment
under a Lease. Equipment Notes with respect to such Equipment will be issued
under an Indenture by the Owner Trustee and will be purchased by the Pass
Through Trustee for the benefit of the Certificateholders. Rent is payable
under the Lease to the Owner Trustee, as lessor. However, as a result of the
assignment of the Lease to the Indenture Trustee, the Company will make rental
payments directly to the Indenture Trustee. From these rental payments the
Indenture Trustee will, on behalf of the Owner Trustee, first make payments to
the Pass Through Trustee as required to meet the Owner Trustee's obligations
under the Equipment Notes relating to such Equipment and will pay the remaining
balance to the Owner Trustee, for the benefit of the Owner Participant. The
Pass Through Trustee will distribute payments received in respect of the
Equipment Notes relating to such Equipment (together with payments received in
respect of the Equipment Notes relating to the other Equipment which is the
subject of the other lease transactions) held in the Pass Through Trust to the
Certificateholders as required under the terms of the Pass Through
Certificates. The First National Bank of Chicago will act initially both as
Pass Through Trustee of the Pass Through Trust and as Indenture Trustee under
the Indentures.

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<PAGE> 14
USE OF PROCEEDS

The Pass Through Certificates are being issued in order to facilitate
the financing by the Owner Trustees (as defined below) on behalf of certain
Owner Participants (as defined below) of their purchase of the Equipment to be
leased to the Company. All of the proceeds from the sale of Pass Through
Certificates will be used by the Pass Through Trustee to purchase Equipment
Notes issued by the Owner Trustees which, in turn, will use the proceeds,
together with funds provided by the Owner Participants, to purchase the
Equipment from the Company, on behalf of the Owner Participants.

The Equipment Notes will be issued under three separate Trust
Indenture and Security Agreements (each an "Indenture"), each such Indenture
being between The First National Bank of Chicago, as trustee thereunder (in
such capacity, the "Indenture Trustee"), and
, not in its individual capacity (except as
expressly set forth therein) but solely as owner trustee (each, an "Owner
Trustee") of a separate trust for the benefit of an institutional investor (the
"Owner Participant"). Each Owner Participant will provide from sources other
than the Equipment Notes at least 20% of the Equipment Cost of the related
Equipment as an equity investment. No Owner Participant, however, will be
liable for any amount payable under the related Indenture or any Equipment
Notes issued thereunder.

The net proceeds to the Company from the sale of the Equipment will be
used by the Company for general corporate purposes.

The following table sets forth information with respect to the
Equipment (consisting of an aggregate of 2,261 rail cars, all of which were
manufactured in 1993 or 1994) expected to be purchased by the Owner Trustees
and leased to the Company:

<TABLE>
<CAPTION>
Type of Car No. of Cars
----------- -----------
<S> <C>
Covered Hopper (5,800 cu. ft.) . . . . 548
Covered Hopper (3,000 cu. ft.) . . . . 24
Tank (general purpose) . . . . . . . . 1,226
Tank (pressure) . . . . . . . . . . . . 463
-----
Total . . . . . . . . . . . . . . . . . 2,261
=====
</TABLE>

The following table sets forth information with respect to each of the
Leases:

<TABLE>
<CAPTION>
Aggregate Cost
of Equipment Principal
to Owner Amount of
Lease No. Trustees Equipment Notes
--------- -------- ---------------
<S> <C> <C>
1 . . . . . . . . $ $
2 . . . . . . . .
3 . . . . . . . .

Total . . . . . $ $
========= =========

</TABLE>

-13-
<PAGE> 15
THE COMPANY

The Company is principally engaged in the leasing of railway tank cars
and other rail cars to United States, Canadian and Mexican manufacturers and
other shippers of chemical products, including liquid fertilizers, petroleum
products, including liquid petroleum gas, food products and bulk plastics. The
Company owns and operates one of the largest fleets of privately-owned railway
tank cars in the world.

The Company, which was incorporated in Delaware in 1980 and is the
successor to a business which was incorporated in New Jersey in 1891 and
reincorporated in Delaware in 1968, is a wholly-owned subsidiary of Marmon
Industrial Corporation, an indirect wholly-owned subsidiary of Marmon Holdings,
Inc. Substantially all the stock of Marmon Holdings, Inc. is owned, directly
or indirectly, by trusts for the benefit of certain members of the Pritzker
family. As used herein, "Pritzker family" refers to the lineal descendants of
Nicholas J. Pritzker, deceased.

The Company's principal executive offices are located at 225 West
Washington Street, Chicago, Illinois 60606, and its telephone number is (312)
372-9500.

-14-
<PAGE> 16
CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at September 30, 1994. The table does not give effect to the sale of
the Pass Through Certificates because the Pass Through Certificates are not
direct obligations of the Company. In addition, because the Leases are
expected to be classified as operating, rather than capital, leases, there will
be no related obligation recorded on the Company's consolidated balance sheet.

<TABLE>
<CAPTION>
AMOUNT
OUTSTANDING
AT SEPTEMBER 30,
1994
--------------
(Dollars in
thousands)
<S> <C>
Borrowed debt:
Equipment obligations, payable periodically through 2009 at 6.50%-15.55% (average
rate 9.75%) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 737,546
Senior notes, 9.75% due in 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,000
Other long-term borrowings (average rate 12.20%) . . . . . . . . . . . . . . . . . . . . . 28,776
-----------
Total borrowed debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 909,322

Stockholder's equity:
Common stock, no par value: 1,000 shares authorized and issued . . . . . . . . . . . . . . 106,689
Additional capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,652
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 388,746
Total stockholder's equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500,087
-----------
Total capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,409,409
===========

</TABLE>

-15-
<PAGE> 17
SELECTED FINANCIAL INFORMATION

The selected financial information set forth below as of December 31,
1989 through 1993 and for the years then ended, with the exception of the
operating fleet data, has been derived from the Company's audited financial
statements contained in the Company's Annual Reports on Form 10-K. The audited
financial statements contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 1993, together with the report of the Company's
independent auditors, Ernst & Young LLP are incorporated herein by reference.
See "Documents Incorporated by Reference." The selected financial data set
forth below as of September 30, 1994 and 1993 and for the nine months then
ended, with the exception of the ratios of earnings to fixed charges and the
operating fleet data, were extracted from the Company's unaudited financial
statements contained in the Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1994 and September 30, 1993, the former of which
is incorporated herein by reference. Interim results are not necessarily
indicative of the results for the full year. The selected financial
information should be read in conjunction with such financial statements and
related notes and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 and in the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1994.

<TABLE>
<CAPTION>
Nine Months Ended
September 30, Year Ended December 31,
----------------------- --------------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---------- ----------- ----------- ----------- ----------- ----------- ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
Services and net sales (1). . $430,489 $373,518 $504,823 $618,007 $483,416 $462,684 $477,388
Other income . . . . . . . . 11,691 13,860 18,272 22,718 37,406 44,503 36,664
Total revenues . . . . . . . 442,180 387,378 523,095 640,725 520,822 507,187 514,052
Cost of services and sales. . 257,037 208,505 281,400 400,521 269,748 251,793 251,581
General and administrative. . 40,207 40,566 54,629 53,609 52,560 55,117 61,034
Interest expense . . . . . . 70,007 72,693 96,584 105,417 117,263 115,584 100,119
Income before income taxes,
extraordinary loss and
cumulative effect of change in
accounting principle . . . . 74,929 65,614 90,482 81,178 81,251 84,693 101,318
Income before extraordinary
loss and cumulative effect of
change in accounting principle 45,457 33,959 49,730 48,382 45,024 40,072 62,351

Extraordinary loss (2) . . . -- -- -- -- -- (15,292) --
Income before cumulative
effect of a change in
accounting principle . . . . 45,457 33,959 49,730 48,382 45,024 24,780 62,351
Cumulative effect of a change
in accounting principle (3) . -- 80,000 80,000 -- -- (2,640) --
Net income . . . . . . . . . 45,457 113,959 129,730 48,382 45,024 22,140 62,351
---------- ---------- ---------- ---------- ---------- ---------- -------------
BALANCE SHEET (4)
Total assets . . . . . . . . 2,047,940 2,084,877 2,054,867 2,063,267 2,253,760 2,195,171 1,958,406
--------- ---------- ---------- ---------- ---------- ---------- -------------
Borrowed debt . . . . . . . . 909,322 991,950 951,031 942,907 1,131,558 1,107,746 906,647
Stockholder's equity . . . . 500,087 480,859 485,630 445,900 430,518 416,494 410,354
Other
Ratio of earnings to fixed
charges (5) . . . . . . . . . 2.01 1.86 1.89 1.76 1.69 1.73 2.00
Operating Fleet (4)
Tank cars . . . . . . . . . . 51,885 50,549 51,021 49,580 48,837 47,998 48,288
Other railway cars . . . . . 13,391 13,428 13,515 13,633 14,334 13,694 13,378

- ------------------------------------
</TABLE>

-16-
<PAGE> 18
(1) In May 1992, the Company entered into several sale-leaseback
transactions pursuant to which it sold (at approximately book value)
approximately 2,100 rail cars. As a result of these transactions, the
Company recorded sales revenue of $124.9 million which accounts for
the unusually high sales and cost of sales figures in 1992 as compared
to other periods.

(2) Extraordinary loss resulted from the early extinguishment of debt and
is net of $9,183 of income tax benefit.

(3) The $80 million cumulative effect of a change in accounting principle
for the year ended December 31, 1993 resulted from the Company's
adoption of Statement of Financial Accounting Standards (SFAS) No.
109, "Accounting for Income Taxes." As more fully discussed in the
Company's Annual Report on Form 10-K for the year ended December 31,
1993, effective January 1, 1993, the Company prospectively adopted the
provisions of this new accounting standard and, accordingly, changed
to the asset and liability approach of accounting for income taxes.
The cumulative effect of this change in accounting principle was an
$80 million non-cash credit to earnings, which represents the new,
lower net deferred income tax liability calculated under the new
accounting method as compared to the net liability recorded under the
former income tax accounting method. Adoption of the new accounting
method had no impact on pre-tax income and has not and will not impact
cash flows related to income taxes. The $2.6 million cumulative
effect of a change in accounting principle (net of $1.4 million tax
benefit) for the year ended December 31, 1990 represents a charge to
earnings for the adoption of SFAS No. 106, "Employers' Accounting for
Postretirement Benefits."

(4) As of the end of the period indicated.

(5) The ratio of earnings to fixed charges represents the number of times
that interest expense, amortization of debt discount and the interest
component of rent expense were covered by income before income taxes
and such interest, amortization and the interest component of rentals.
In addition to fluctuations in the ratio of earnings to fixed charges
resulting from changes in the Company's operations, the ratio of
earnings to fixed charges for the periods after 1989 was reduced
because of the incurrence of additional interest expense relating to
the Company's commercial paper program, which program was discontinued
effective May 1994.

-17-
<PAGE> 19
DESCRIPTION OF THE PASS THROUGH CERTIFICATES

The Pass Through Certificates offered hereby will be issued pursuant
to the Agreement to be entered into between the Company and the Pass Through
Trustee. The Agreement will be qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). The statements under this
caption are a summary only and do not purport to be complete. The summary
makes use of terms defined in the Agreement and is qualified in its entirety by
reference to all of the provisions of the Agreement. Except as otherwise
indicated, the following summary relates to the Agreement, the Pass Through
Trust formed thereby and the Pass Through Certificates issued by the Pass
Through Trust. Citations to the relevant sections of the Agreement appear
below in parentheses unless otherwise indicated.

GENERAL

The Pass Through Certificates will be issued in fully registered form
only. Each Pass Though Certificate will represent a fractional, undivided
interest in the Pass Through Trust. The property of the Pass Through Trust
will include the Equipment Notes held in such Pass Through Trust, all monies at
any time paid with respect to such Equipment Notes, all monies due and to
become due thereunder and funds from time to time deposited with the Pass
Through Trustee in accounts relating to the Pass Through Trust. Each Pass
Through Certificate will correspond to a pro rata share of the outstanding
principal amount of the Equipment Notes to be held in the Pass Through Trust
and will be issued in minimum denominations of $1,000 or any integral multiple
of $1,000 in excess thereof. (Sections 2.1 and 3.1) The Pass Through
Certificates will be registered in the name of Cede & Co. ("Cede") as the
nominee of The Depository Trust Company ("DTC"). No person acquiring an
interest in the Pass Through Certificates (a "Certificate Owner") will be
entitled to receive a certificate representing such persons interest in the
Pass Through Certificates, except as set forth below under "Registered
Certificates." Unless and until Registered Certificates are issued under the
limited circumstances described herein, all references to actions by
Certificateholders shall refer to actions taken by DTC upon instructions from
DTC Participants (as defined below), and all references herein to
distributions, notices, reports and statements to Certificateholders shall
refer, as the case may be, to distributions, notices, reports and statements to
DTC or Cede, as the registered holder of the Pass Through Certificates, or to
DTC Participants for distribution to Certificate Owners in accordance with DTC
procedures. See "Book- Entry Registration." (Section 3.9)

Interest will be passed through to Certificateholders of the Pass
Through Trust at the rate per annum set forth on the cover page of this
Prospectus, which is calculated on the basis of a 360-day year of twelve 30-day
months.

The Pass Through Certificates represent interests in the Pass Through
Trust and do not represent an interest in or obligation of the Company, the
Pass Through Trustee, any Owner Participant, any Owner Trustee in its
individual capacity, or any affiliate of any such person. (Section 3.8)

The Agreement and the Indentures do not contain any financial or
operating covenants nor any " event risk" provisions specifically designed to
afford Certificate Owners protection in the event of a highly leveraged
transaction which may or may not result in a change of control of the Company.
However, the Certificate Owners have the indirect benefit of, among other
things, a lien on the Equipment and an assignment of rights to lease payments
securing the respective Equipment Notes.

BOOK-ENTRY REGISTRATION

DTC has advised the Company that DTC is a limited purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered pursuant to
Section 17A of the Exchange Act. DTC was created to hold securities for its
participants ("DTC Participants") and to facilitate the

-18-
<PAGE> 20
clearance and settlement of securities transactions between DTC Participants
through electronic book-entries, thereby eliminating the need for physical
movement of certificates. DTC Participants include securities brokers and
dealers (including Salomon Brothers Inc), banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a DTC Participant either directly or
indirectly ("Indirect Participants").

Certificate Owners that are not DTC Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of,
or other interests in, Pass Through Certificates may do so only through DTC
Participants and Indirect Participants. In addition, Certificate Owners will
receive all distributions of principal and interest from the Pass Through
Trustee through DTC Participants or Indirect Participants, as the case may be.
Under a book-entry format, Certificate Owners may experience some delay in
their receipt of payments, as such payments will be forwarded by the Pass
Through Trustee to Cede, as nominee for DTC. DTC will forward such payments to
DTC Participants, which thereafter will forward them to Indirect Participants
or Certificate Owners, as the case may be, in accordance with customary
industry practices. The forwarding of such distributions to the Certificate
Owners will be the responsibility of such DTC Participants. The only
"Certificateholder" will be Cede, as nominee of DTC. Certificate Owners will
not be recognized by the Pass Through Trustee as Certificateholders, as such
term is used in the Agreements, and Certificate Owners will be permitted to
exercise the rights of Certificateholders only indirectly through DTC and DTC
Participants.

Under the rules, regulations and procedures creating and affecting DTC
and its operations (the "Rules"), DTC is required to make book- entry transfers
of Pass Through Certificates among DTC Participants on whose behalf it acts
with respect to the Pass Through Certificates and to receive and transmit
distributions of principal of, Make-Whole Amount, if any, and interest on, the
Pass Through Certificates. DTC Participants and Indirect Participants with
which Certificate Owners have accounts with respect to the Pass Through
Certificates similarly are required to make book-entry transfers and receive
and transmit such payments on behalf of their respective Certificate Owners.
Accordingly, although Certificate Owners will not possess Pass Through
Certificates, the Rules provide a mechanism by which Certificate Owners will
receive payments and will be able to transfer their interests.

Because DTC can only act on behalf of DTC Participants, who in turn
act on behalf of Indirect Participants, the ability of a Certificate Owner to
pledge Pass Through Certificates to persons or entities that do not participate
in the DTC system, or to otherwise act with respect to such Pass Through
Certificates, may be limited due to the lack of a physical certificate for such
Pass Through Certificates.

DTC has advised the Company that it will take any action permitted to
be taken by a Certificateholder under the Agreements only at the direction of
one or more DTC Participants to whose accounts with DTC the Pass Through
Certificates are credited, which DTC Participants represent the percentage
interest of the Pass Through Trust necessary to provide such direction under
the Agreements. Additionally, DTC may take conflicting actions with respect to
an undivided interest held by a DTC Participant to the extent that it is
directed to do so by such DTC Participant as a result of instructions from
various Certificate Owners.

Neither the Company nor the Pass Through Trustee will have any
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of the Pass Through Certificates held by
Cede, as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

REGISTERED CERTIFICATES

The Pass Through Certificates will be issued in fully registered,
certificated form ("Registered Certificates") to Certificate Owners or their
nominees, rather than to DTC or its nominee, only if (i) the Company advises
the Pass Through Trustee in writing that DTC (or a successor thereto) is no
longer willing or able to discharge properly its responsibilities as depository
with respect to the Pass Through Certificates and the Pass Through Trustee or
the Company is unable to locate a qualified successor, (ii) the Company, at its
option, elects to terminate the book-entry system through DTC (or a successor
thereto) or (iii) after the occurrence of an Event

-19-
<PAGE> 21
of Default, Certificate Owners representing an aggregate percentage interest in
the Pass Through Trust of not less than a majority advise the Pass Through
Trustee through DTC in writing that the continuation of a book-entry system
through DTC (or a successor thereto) is no longer in the Certificate Owners
best interest. (Section 3.9)

Upon the occurrence of any event described in the immediately
preceding paragraph, the Pass Through Trustee will be required to notify all
Certificate Owners through DTC Participants of the availability of Registered
Certificates. Upon surrender by DTC of the certificates representing the Pass
Through Certificates and receipt of instructions for re-registration, the Pass
Through Trustee will reissue the Pass Through Certificates as Registered
Certificates to Certificate Owners or their nominees. (Section 3.9)

Distribution of principal of, Make-Whole Amount, if any, and interest
on the Pass Through Certificates will thereafter be made by the Pass Through
Trustee directly to holders of Registered Certificates in accordance with the
procedures set forth in the Agreement. Such distributions will be made by
check mailed to the address of such holder as it appears on the register
maintained by the Pass Through Trustee. The final payment on any Pass Through
Certificate, however, will be made only upon presentation and surrender of such
Pass Through Certificate at the office or agency specified in the notice of
final distribution to Certificateholders. (Sections 4.2 and 11.1)

Registered Certificates will be freely transferable and exchangeable
at the office of the Pass Through Trustee upon compliance with the requirements
set forth in the related Agreements. No service charge will be imposed for any
registration of transfer or exchange, but payment of a sum sufficient to cover
any tax or other governmental charge will be required. (Sections 3.4 and 11.1)

SAME-DAY SETTLEMENT AND PAYMENT

Settlement for the Pass Through Certificates will be required to be
made in immediately available funds. All payments made by the Company to the
Indenture Trustee as assignee of the Owner Trustees rights under the Leases
will be in immediately available funds and will be passed through to DTC in
immediately available funds to the extent such payments are required to pay
principal of, Make-Whole Amount, if any, or interest on the Equipment Notes.

Secondary trading in long-term notes and debentures of corporate
issuers is generally settled in clearinghouse or next-day funds. Secondary
trading in pass through certificates such as the Pass Through Certificates is
generally settled in immediately available funds. The Pass Through
Certificates will trade in DTCs Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Pass Through
Certificates will therefore be required by DTC to settle in immediately
available funds.

PAYMENTS AND DISTRIBUTIONS

Payments of principal of, Make-Whole Amount, if any, and interest on
the Equipment Notes will be distributed by the Pass Through Trustee to
Certificateholders on the date such receipt is confirmed, except in certain
cases when some or all of such Equipment Notes are in default. See
"Description of the Pass Through Certificates--Events of Default and Certain
Rights Upon an Event of Default." Payments of interest on the unpaid principal
amount of the Equipment Notes are scheduled to be received by the Pass Through
Trustee on January 2 and July 2 of each year, commencing July 2, 1995, until
the final distribution date for the Pass Through Trust, and payments of
principal of the Equipment Notes are scheduled to be received by the Pass
Through Trustee on January 2 or July 2 or both, of each year, commencing
(such scheduled payments of interest on and principal of the Equipment
Notes are herein referred to as "Scheduled Payments", and January 2 and July 2
of each year, commencing July 2, 1995, are herein referred to as "Regular
Distribution Dates"). The Pass Through Trustee will distribute on each Regular
Distribution Date to the Certificateholders all Scheduled Payments the receipt
of which is confirmed by the Pass Through Trustee on such Regular Distribution
Date. Each such distribution of Scheduled Payments will be made by the Pass
Through Trustee to the holders of record of the Pass Through Certificates as

-20-
<PAGE> 22
of the Record Date preceding such Regular Distribution Date. (Sections 4.1 and
4.2) If a Scheduled Payment is not received by the Pass Through Trustee on a
Regular Distribution Date, it will be distributed on the date received to such
holders of record. (Section 4.2)

Each Certificate Owner will be entitled to receive a pro rata share of
any distribution in respect of Scheduled Payments of principal and interest
made on the Equipment Notes. Scheduled Payments of principal of the Equipment
Notes are set forth below under "Description of the Equipment Notes--Principal
Payments." After a prepayment or default in respect of some or all of such
Equipment Notes, a Certificate Owner should refer to the information with
respect to the Pool Balance and the Pool Factor reported periodically by the
Pass Through Trustee. See "Description of the Pass Through Certificates--Pool
Factors" and "Description of the Pass Through Certificates--Reports to
Certificateholders."

Payments of principal, Make-Whole Amount, if any, and interest
received by the Pass Through Trustee on account of the prepayment, if any, of
the Equipment Notes relating to certain Equipment, and payments received by the
Pass Through Trustee following a default in respect of the Equipment Notes
relating to certain Equipment (including payments received by the Pass Through
Trustee on account of the purchase by the Owner Trustee of such Equipment Notes
or payments received on account of the sale of such Equipment Notes by the Pass
Through Trustee) ("Special Payments") will be distributed on the second day of
any month (which in certain circumstances will be a Regular Distribution Date)
(a "Special Distribution Date"). The Pass Through Trustee will mail notice to
the Certificateholders of record not less than 20 days prior to the Special
Distribution Date on which any Special Payment is scheduled to be distributed
by the Pass Through Trustee stating such anticipated Special Distribution Date,
except for Special Payments resulting from a termination of a lease with
respect to any Unit, in which case, notice of such Special Payment will be
given not less than 10 days prior to the Special Distribution Date. (Section
4.2) Each distribution of a Special Payment, other than a final distribution,
on a Special Distribution Date will be made by the Pass Through Trustee to the
holders of record of the Pass Through Certificates as of the Record Date
preceding such Special Distribution Date. See "Description of the Equipment
Notes--Prepayment" and "Description of the Pass Through Certificates--Events of
Default and Certain Rights Upon an Event of Default."

The Agreement requires that the Pass Through Trustee establish and
maintain, for the Pass Through Trust and for the benefit of the
Certificateholders, one or more non-interest bearing accounts (the "Certificate
Account") for the deposit of payments representing Scheduled Payments. The
Agreement also requires that the Pass Through Trustee establish and maintain,
for the Pass Through Trust and for the benefit of the Certificateholders, one
or more non-interest bearing accounts (the "Special Payments Account") for the
deposit of payments representing Special Payments. Pursuant to the terms of
the Agreement, the Pass Through Trustee is required to deposit any Scheduled
Payments received by it in the Certificate Account and to deposit any Special
Payments so received by it in the Special Payments Account. (Section 4.1) All
amounts so deposited will be distributed by the Pass Through Trustee on a
Regular Distribution Date or a Special Distribution Date, as appropriate.
(Section 4.2)

At such time, if any, as the Pass Through Certificates are issued in
the form of Registered Certificates and not to Cede, as nominee for DTC,
distributions by the Pass Through Trustee from the Certificate Account or the
Special Payments Account on a Regular Distribution Date or a Special
Distribution Date will be made by check mailed to each Certificateholder of
record on the applicable record date at its address appearing on the register
maintained with respect to the Pass Through Trust. (Section 4.2) The final
distribution for the Pass Through Trust, however, will be made only upon
presentation and surrender of the Pass Through Certificates at the office or
agency of the Pass Through Trustee specified in the notice given by the Pass
Through Trustee of such final distribution. The Pass Through Trustee will mail
such notice of the final distribution to the Certificateholders, specifying the
date set for such final distribution and the amount of such distribution.
(Section 11.1) See "Description of the Pass Through Certificates--Termination
of the Pass Through Trusts."

If any Regular Distribution Date or Special Distribution Date is not a
Business Day, distributions scheduled to be made on such Regular Distribution
Date or Special Distribution Date may be made on the next succeeding Business
Day without any additional interest. (Section 12.11)

-21-
<PAGE> 23
POOL FACTORS

Unless there has been a prepayment, purchase or default, in respect of
any Equipment Notes held in the Pass Through Trust, as described below in
"Description of the Equipment Notes--Prepayment" and "Description of the Pass
Through Certificates--Events of Default and Certain Rights Upon an Event of
Default," the Pool Factor for the Pass Through Trust will decline in proportion
to the scheduled repayments of principal on the Equipment Notes as described
under "Description of the Equipment Notes--Principal Payments." In the event
of such a prepayment, purchase or default, the Pool Factor and the Pool Balance
will be recomputed after giving effect thereto and notice thereof will be
mailed to Certificateholders.

The "Pool Balance" indicates, as of any Regular Distribution Date or
Special Distribution Date, the aggregate unpaid principal amount of the
Equipment Notes held in the Pass Through Trust on such date plus any amounts in
respect of principal on such Equipment Notes held by the Pass Through Trustee
and not yet distributed. The Pool Balance as of any Regular Distribution Date
or Special Distribution Date, if any, shall be computed after giving effect to
the payment of principal, if any, of the Equipment Notes and distribution
thereof to be made on that date. (Section 1.1)

The "Pool Factor" as of any Regular Distribution Date or Special
Distribution Date is the quotient (rounded to the seventh decimal place)
computed by dividing (i) the Pool Balance by (ii) the aggregate original
principal amount of the Pass Through Certificates. The Pool Factor as of any
Regular Distribution Date or Special Distribution Date shall be computed after
giving effect to the payment of principal, if any, on the Equipment Notes and
distribution thereof to be made on that date. (Section 1.1) The Pool Factor
for the Pass Through Trust will initially be 1.0000000; thereafter, the Pool
Factor will decline as described above to reflect reductions in the Pool
Balance. The amount of a Certificateholder's pro rata share of the Pool
Balance can be determined by multiplying the original denomination of such
holder's Pass Through Certificate by the Pool Factor as of the Regular
Distribution Date or Special Distribution Date. The Pool Factor and the Pool
Balance will be mailed to Certificateholders of record on each Regular
Distribution Date and Special Distribution Date.

As of the date of issuance of the Pass Through Certificates and
assuming that all proceeds are used to purchase Equipment Notes on or before
December 31, 1994, and that no prepayment, purchase or default in respect of
any Equipment Notes shall occur, the scheduled payment of principal of such
Equipment Notes and the resulting Pool Factors after taking into account each
such payment are set forth below:

<TABLE>
<CAPTION>
Equipment Notes
Scheduled Pass Through
Principal Trust
Regular Distribution Date Payments Pool Factor
- ------------------------- -------- -----------
<S> <C> <C>
[January 2, 1996 . . . . . . . . . ]
[July 2, 1996 . . . . . . . . . . . ]
January 2, 1997 . . . . . . . . . .
July 2, 1997 . . . . . . . . . . .
January 2, 1998 . . . . . . . . . .
July 2, 1998 . . . . . . . . . . .
January 2, 1999 . . . . . . . . . .
July 2, 1999 . . . . . . . . . . .
January 2, 2000 . . . . . . . . . .
July 2, 2000 . . . . . . . . . . .
January 2, 2001 . . . . . . . . . .
July 2, 2001 . . . . . . . . . . .
January 2, 2002 . . . . . . . . . .
July 2, 2002 . . . . . . . . . . .
January 2, 2003 . . . . . . . . . .
</TABLE>

-22-
<PAGE> 24
<TABLE>
<S> <C>
July 2, 2003 . . . . . . . . . .
January 2, 2004 . . . . . . . . .
July 2, 2004 . . . . . . . . . .
January 2, 2005 . . . . . . . . .
July 2, 2005 . . . . . . . . . .
January 2, 2006 . . . . . . . . .
July 2, 2006 . . . . . . . . . .
January 2, 2007 . . . . . . . . .
July 2, 2007 . . . . . . . . . .
January 2, 2008 . . . . . . . . .
July 2, 2008 . . . . . . . . . .
January 2, 2009 . . . . . . . . .
July 2, 2009 . . . . . . . . . .
January 2, 2010 . . . . . . . . .
July 2, 2010 . . . . . . . . . .
</TABLE>

REPORTS TO CERTIFICATEHOLDERS

On each Regular Distribution Date or Special Distribution Date, the
Pass Through Trustee will include with each distribution of a Scheduled Payment
or Special Payment to Certificateholders of record a statement, giving effect
to such distribution to be made on such Regular Distribution Date or Special
Distribution Date, setting forth the following information (per a $1,000
principal amount Pass Through Certificate, as to (i) and (ii) below):

(i) the amount of such distribution allocable to
principal and the amount allocable to Make-Whole Amount,
if any;

(ii) the amount of such distribution allocable to interest;
and

(iii) the Pool Balance and the Pool Factor. (Section 4.3)

So long as any Pass Through Certificates are registered in the name of
Cede, as nominee for DTC, on the Record Date prior to each Regular Distribution
Date and Special Distribution Date, the Pass Through Trustee will request from
DTC a securities position listing setting forth the names of all participants
reflected on DTC's books as holding interests in the Pass Through Certificates
on such Record Date. On each Regular Distribution Date and Special
Distribution Date, the Pass Through Trustee will mail to each such DTC
Participant the statement described above, and will make available additional
copies as requested by such DTC Participant, to be available for forwarding to
Certificate Owners. (Section 3.9)

In addition, after the end of each calendar year, the Pass Through
Trustee will prepare for each Certificateholder of record at any time during
the preceding calendar year a report containing the sum of the amounts
determined pursuant to clauses (i) and (ii) above with respect to the Pass
Through Trust for such calendar year or, in the event such person was a
Certificateholder of record during a portion of such calendar year, for the
applicable portion of such calendar year, and such other items as are readily
available to the Pass Through Trustee and which a Certificateholder shall
reasonably request as necessary for the purpose of such Certificateholders'
preparation of its federal income tax returns. (Section 4.3) Such report and
such other items shall be prepared on the basis of information supplied to the
Pass Through Trustee by the DTC Participants, and shall be delivered by the
Pass Through Trustee to such DTC Participants to be available for forwarding by
such DTC Participants to Certificate Owners.

At such time, if any, as the Pass Through Certificates are issued in
the form of Registered Certificates, the Pass Through Trustee will prepare and
deliver the information described above to each Certificateholder of

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<PAGE> 25
record as the name of such Certificateholder appears on the records of the
Registrar of the Pass Through Certificates.

VOTING OF EQUIPMENT NOTES

The Pass Through Trustee, as holder of the Equipment Notes held in the
Pass Through Trust, has the right to vote and give consents and waivers in
respect of such Equipment Notes under the Indentures. The Agreement sets forth
the circumstances in which the Pass Through Trustee shall direct any action or
cast any vote as the holder of the Equipment Notes held in the Pass Through
Trust at its own discretion and the circumstances in which the Pass Through
Trustee shall seek instructions from the Certificateholders. Prior to an Event
of Default (as defined below) under the Agreement, all Equipment Notes shall be
voted for or against any action in the same proportion as the Pass Through
Certificates held by the Certificateholders were actually voted. (Sections 6.1
and 10.1) Whenever the Agreement requires or permits actions to be taken based
upon instructions or directions of Certificateholders holding a specified
percentage interest of the Pass Through Trust, DTC shall be deemed to represent
such percentage interest only to the extent that it has received instructions
to such effect from Certificate Owners and/or DTC Participants owning or
representing, respectively, such required percentage interest and has delivered
such instructions to the Pass Through Trustee. (Section 3.9)

EVENTS OF DEFAULT AND CERTAIN RIGHTS UPON AN EVENT OF DEFAULT

An event of default under the Agreement (an "Event of Default") is
defined as the occurrence and continuance of an event of default under one or
more of the Indentures (an "Indenture Default"). For a description of the
Indenture Defaults under the Indentures, see "Description of the Equipment
Notes--Indenture Defaults, Notice and Waiver." The Pass Through Trust will
hold Equipment Notes issued pursuant to each of the Indentures, which means a
continuing Indenture Default under any one Indenture will result in an Event of
Default under the Agreement. There are, however, no cross-default provisions
in the Indentures and events resulting in an Indenture Default under any
particular Indenture will not necessarily result in an Indenture Default
occurring under any other Indenture. See "Description of the Equipment Notes--
Indenture Defaults, Notice and Waiver." If an Indenture Default occurs with
respect to fewer than all of the Indentures, the Equipment Notes issued
pursuant to the Indentures with respect to which an Indenture Default has not
occurred will continue to be held in the Pass Through Trust, and payments of
principal and interest on such Equipment Notes will continue to be distributed
to the holders of the Pass Through Certificates as originally scheduled.

Under each Indenture, the Owner Trustee and the Owner Participant have
the right under certain circumstances to cure Indenture Defaults that result
from the occurrence of a Lease Event of Default under the related Lease. If
the Owner Trustee or the Owner Participant chooses to exercise such cure right,
the Indenture Default and consequently the Event of Default under the Agreement
will be deemed to be cured. In addition, in circumstances where (i) the
Indenture Trustee has given notice of its intent to accelerate the Equipment
Notes issued under such Indenture or to exercise other remedies or (ii) the
Indenture Trustee shall not have taken action for a period of not less than 180
days with respect to such Indenture Default, the Owner Trustee has the option
to prepay or purchase such Equipment Notes at a price equal to the unpaid
principal amount thereof together with accrued interest thereon to the date of
prepayment or purchase, but without Make-Whole Amount. See "Description of the
Equipment Notes--Indenture Defaults, Notice and Waiver."

The Agreement provides that, so long as an Indenture Default under any
Indenture shall have occurred and be continuing, the Pass Through Trustee may
vote all of the Equipment Notes issued under such Indenture, and upon the
direction of the holders of Pass Through Certificates evidencing fractional
undivided interests aggregating not less than a majority in interest of the
Pass Through Trust, the Pass Through Trustee shall vote a corresponding
majority of such Equipment Notes in favor of directing the Indenture Trustee to
declare the unpaid principal amount of all Equipment Notes issued under such
Indenture and any accrued and unpaid interest thereon to be due and payable.
The Agreement also provides that, if an Indenture Default under any Indenture
shall have occurred and be continuing, the Pass Through Trustee may, and upon
the direction of the holders of the Pass Through Certificates

-24-
<PAGE> 26
evidencing fractional undivided interests aggregating not less than a majority
in interest of the Pass Through Trust shall, vote all of the Equipment Notes
issued under such Indenture in favor of directing the Indenture Trustee as to
the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee or of exercising any trust or power
conferred on the Indenture Trustee under such Indenture. (Sections 6.1 and
6.4)

Each Indenture provides that, if an Indenture Default shall occur and
be continuing thereunder, the Indenture Trustee may, and upon the instructions
of the holders of a majority in aggregate principal amount of the Equipment
Notes outstanding under such Indenture shall, declare the unpaid principal
amount of the Equipment Notes issued under such Indenture to be immediately due
and payable, together with any accrued and unpaid interest thereon. Each
Indenture further provides that, if an Indenture Default shall occur and be
continuing thereunder, the holders of a majority in aggregate principal amount
of the Equipment Notes outstanding under such Indenture may direct the
Indenture Trustee with respect to the exercise of remedies thereunder. See
"Description of the Equipment Notes--Remedies."

As an additional remedy, if an Indenture Default under an Indenture
shall have occurred and be continuing, the Agreement provides that the Pass
Through Trustee may, and upon the direction of the holders of Pass Through
Certificates evidencing fractional undivided interests aggregating not less
than a majority in interest of the Pass Through Trust shall, sell all or part
of the Equipment Notes issued under such Indenture for cash to any person. In
addition, if an Owner Trustee elects to purchase all of the outstanding
Equipment Notes issued under such Indenture in lieu of prepayment, the Pass
Through Trustee shall sell such Equipment Notes to such Owner Trustee at a
price equal to the unpaid principal amount thereof together with accrued and
unpaid interest thereon. (Sections 6.1 and 6.2) Any proceeds received by the
Pass Through Trustee upon any such sale shall be deposited in the Special
Payments Account and shall be distributed to the Certificateholders on a
Special Distribution Date. (Sections 4.1 and 4.2) The market for Equipment
Notes in default may be very limited and there can be no assurance that they
could be sold for a reasonable price. If the Pass Through Trustee sells any
Equipment Notes with respect to which an Indenture Default exists for less than
their outstanding principal amount, the Certificateholders will receive a
smaller amount of principal distributions than anticipated and will not have
any claim for the shortfall against the Company, the applicable Owner
Participant, the applicable Owner Trustee in its individual capacity or any
affiliate thereof, or the Pass Through Trustee. Furthermore, neither the Pass
Through Trustee nor the Certificateholders could take any action with respect
to any remaining Equipment Notes so long as no Indenture Defaults existed with
respect thereto. (Sections 4.1 and 4.2)

Any amount distributed to the Pass Through Trustee by the Indenture
Trustee under any Indenture on account of the Equipment Notes following an
Indenture Default under such Indenture shall be deposited in the Special
Payments Account and shall be distributed to the Certificateholders on a
Special Distribution Date. In addition, if, following an Indenture Default
under any Indenture, the applicable Owner Trustee exercises its option to
prepay or purchase the outstanding Equipment Notes issued under such Indenture
as described below under "Description of the Equipment Notes--Prepayment," the
amount paid by such Owner Trustee to the Pass Through Trustee for the Equipment
Notes issued under such Indenture shall be deposited in the Special Payments
Account and shall be distributed to the Certificateholders on a Special
Distribution Date. (Sections 4.1 and 4.2)

Any funds representing payments received with respect to any Equipment
Notes in default, or the proceeds from the sale by the Pass Through Trustee of
any such Equipment Notes, held by the Pass Through Trustee in the Special
Payments Account shall, to the extent practicable, be invested and reinvested
by the Pass Through Trustee in Permitted Investments pending the distribution
of such funds on a Special Distribution Date. (Sections 1.1 and 4.4)

The Agreement provides that the Pass Through Trustee shall, within 30
days after the occurrence of a default (as defined below) in respect of the
Pass Through Trust, give to the Certificateholders notice, transmitted by mail,
of all uncured or unwaived defaults under the Agreement known to it; provided
that, except in the case of default in the payment of principal of, Make-Whole
Amount, if any, or interest on any of the Equipment Notes, the Pass Through
Trustee shall be protected in withholding such notice if it in good faith
determines that the

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<PAGE> 27
withholding of such notice is in the interests of the Certificateholders. The
term "default," for the purpose of the provision described in this paragraph
only, shall mean the occurrence of any Event of Default under the Agreement,
except that in determining whether any such Event of Default has occurred any
grace period or notice in connection therewith shall be disregarded. (Section
7.2)

The Agreement contains a provision entitling the Pass Through Trustee,
subject to the duty of the Pass Through Trustee during a default to act with
the required standard of care, to obtain security from or be indemnified by the
holders of the Pass Through Certificates before proceeding to exercise any
right or power under the Agreement at the request of such Certificateholders.
(Section 7.3)

The holders of Pass Through Certificates evidencing fractional
undivided interests aggregating not less than a majority in interest of the
Pass Through Trust may on behalf of the holders of all Pass Through
Certificates instruct the Pass Through Trustee to waive any past default or
Event of Default under the related Agreement and thereby annul any direction
given by the Pass Through Trustee to the Indenture Trustee with respect
thereto, except (i) a default in payment of principal of, Make-Whole Amount, if
any, or interest on, any of the Equipment Notes and (ii) a default in respect
of any covenant or provision of the related Agreement that cannot be modified
or amended without the consent of each Certificateholder affected thereby.
(Section 6.5) Each Indenture provides that, with certain exceptions, the
holders of a majority in aggregate unpaid principal amount of the Equipment
Notes thereunder may on behalf of all such holders waive any past default or
Indenture Default thereunder. (Indentures, Section 8.5) For a discussion of
waivers of Indenture Defaults under the Indentures, see "Description of the
Equipment Notes--Indenture Defaults, Notice and Waiver."

MODIFICATION OF THE AGREEMENT

The Agreement contains provisions permitting the Company and requiring
the Pass Through Trustee to enter into supplements to the Agreement, without
the consent of the holders of any of the Pass Through Certificates, among other
things (i) to evidence the succession of another corporation to the Company and
the assumption by such corporation of the Company's obligations under the
Agreement, (ii) to add to the covenants of the Company for the benefit of
holders of the Pass Through Certificates or to surrender any of the Company's
rights under the Agreement and (iii) to cure any ambiguity, to correct any
manifest error, to correct or supplement any defective or inconsistent
provision of the Agreement or any supplement to the Agreement, or to make any
other provisions with respect to matters or questions arising under the
Agreement, provided such action shall not adversely affect the interests of the
holders of the Pass Through Certificates. (Section 9.1)

The Agreement also contains provisions permitting the Company and the
Pass Through Trustee, with the consent of the holders of Pass Through
Certificates evidencing fractional undivided interests aggregating not less
than a majority in interest of the Pass Through Trust to enter into supplements
to the Agreement adding any provisions to or changing or eliminating any of the
provisions of the Agreement or modifying the rights of the Certificateholders,
except that no such supplement to the Agreement may without the consent of each
Certificateholder so affected (i) reduce in any manner the amount of, or delay
the timing of, any receipt by the Pass Through Trustee of payments on the
Equipment Notes, or distributions in respect of any Pass Through Certificate,
or change any date of payment on any Pass Through Certificate, or make
distributions payable at a place, or in coin or currency, other than that
provided for in such Pass Through Certificates, or impair the right of any
Certificateholder to institute suit for the enforcement of any such payment
when due, (ii) permit the disposition of any Equipment Note, except as provided
in the Agreement or (iii) reduce the percentage of the aggregate fractional
undivided interests of the Pass Through Trust provided for in the Agreement,
the consent of the holders of which is required for any such supplement to the
Agreement or for any waiver provided for in such Agreement. (Section 9.2)

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<PAGE> 28
MODIFICATION OF LEVERAGED LEASE AGREEMENTS

In the event that the Pass Through Trustee, as the holder of any
Equipment Notes, receives a request for its consent to any amendment,
modification or waiver under the Indenture, Lease or other document relating to
such Equipment Notes, the Pass Through Trustee shall mail a notice of such
proposed amendment, modification or waiver to each Certificateholder as of the
date of such notice. The Pass Through Trustee shall request instructions from
the Certificateholders as to whether or not to consent to such amendment,
modification or waiver. The Pass Through Trustee shall vote or consent with
respect to all such Equipment Notes in the same proportion as the Pass Through
Certificates were actually voted by the holders thereof by a certain date.
Notwithstanding the foregoing, if any Event of Default under the Agreement
shall have occurred and be continuing, the Pass Through Trustee may in its own
discretion consent to such amendment, modification or waiver, and may so notify
the Indenture Trustee to which such consent relates. (Section 10.1)

TERMINATION OF THE PASS THROUGH TRUST

The Agreement will terminate upon the distribution to all
Certificateholders of all amounts required to be distributed to them pursuant
to the Agreement and the disposition of all property held in the Pass Through
Trust. The Pass Through Trustee will mail to each Certificateholder of record
notice of the termination of the Pass Through Trust, the amount of the proposed
final payment and the proposed date for the distribution of such final payment.
The final distribution to any Certificateholder will be made only upon
surrender of such Certificateholder's Pass Through Certificates at the office
or agency of the Pass Through Trustee specified in such notice of termination.
(Section 11.1)

SPECIAL PAYMENTS UNDER CERTAIN CIRCUMSTANCES

To the extent that the full amount of the proceeds from the sale of the
Pass Through Certificates is not used to purchase Equipment Notes on or prior
to December 31, 1994, whether due to the physical unavailability of Units, the
failure by an Owner Trustee to issue Equipment Notes on or prior to such date
or otherwise, an amount equal to the unexpended proceeds, together with
interest thereon, from the date of issuance of the Pass Through Certificates to
but not including January 2, 1995, at the rate applicable to the Pass Through
Certificates, but without premium, will be distributed on January 2, 1995 to
the Certificateholders of record as of December 31, 1994. (Section 2.1 (b)).

THE PASS THROUGH TRUSTEE

The First National Bank of Chicago will be the Pass Through Trustee for
the Pass Through Trust. The Pass Through Trustee and any of its affiliates may
hold Pass Through Certificates in their own names. (Section 7.5) With certain
exceptions, the Pass Through Trustee makes no representations as to the
validity or sufficiency of the Agreement, the Pass Through Certificates, the
Equipment Notes, the Indentures, the Leases or other related documents.
(Section 7.4) The First National Bank of Chicago also will initially be the
Indenture Trustee of each of the Indentures under which the Equipment Notes are
issued.

The Pass Through Trustee may resign as such at any time, in which event
the Company will be obligated to appoint a successor trustee. If the Pass
Through Trustee fails to comply with certain provisions of the Trust Indenture
Act; ceases to be eligible to continue as Pass Through Trustee under the
Agreement; becomes incapable of acting as Pass Through Trustee; or becomes
adjudged a bankrupt or insolvent, the Company may remove the Pass Through
Trustee, or any holder of Pass Through Certificates for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Pass Through Trustee and the
appointment of a successor trustee. Any resignation or removal of the Pass
Through Trustee and appointment of a successor trustee for the Pass Through
Trust does not become effective until acceptance of the appointment by the
successor trustee. (Section 7.9) Pursuant to such resignation and successor
trustee provisions, it is possible that a different trustee could be appointed
to act as the successor trustee under the Agreement.

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<PAGE> 29
The Agreement provides that the Company will pay the Pass Through
Trustee's fees and expenses, other than initial fees and reasonable actual
disbursements of the Pass Through Trustee, which shall be paid by the Owner
Trustees. The Agreement further provides that the Pass Through Trustee will be
entitled to indemnification by the Company for, and will be held harmless
against, any loss, liability or expense incurred by the Pass Through Trustee
(other than through its own wilful misconduct, bad faith or negligence or by
reason of a breach of any of its representations or warranties set forth in the
Agreement), except to the extent that such loss, liability or expense is for or
with respect to taxes, in which case the Pass Through Trustee may be entitled
to be reimbursed by the Pass Through Trust. (Section 7.7)

The First National Bank of Chicago serves as trustee under various
equipment trust certificates and other secured obligations of the Company.
The First National Bank of Chicago also provides customary banking services,
including commercial credit facilities and standby letters of credit, to the
Company and certain of its affiliates.

DESCRIPTION OF THE EQUIPMENT NOTES

The statements under this caption are a summary only and do not purport
to be complete. The summary makes use of terms defined in, and is qualified in
its entirety by reference to all of the provisions of, the Equipment Notes, the
Indentures, the Leases and the Participation Agreements, the forms of which are
available without charge to each person to whom this Prospectus is delivered,
upon request of such person to the General Counsel and Secretary, Union Tank
Car Company, 225 West Washington Street, Chicago, Illinois 60606 (telephone
312/372-9500). Except as otherwise indicated, the following summary relates to
the Equipment Notes, the Indentures, the Leases and the Participation
Agreements.

GENERAL

Each Equipment Note will be issued under one of three Indentures between
, as Owner Trustee of an owner trust for the benefit of an Owner
Participant, and The First National Bank of Chicago, as Indenture Trustee.

Each Owner Trustee will lease Equipment to the Company pursuant to a
Lease under which the Company is obligated to pay rent to such Owner Trustee in
respect of the Equipment covered thereby. The amounts unconditionally payable
under each Lease will be sufficient to pay when due all payments of principal
of, Make-Whole Amount, if any, and interest on the Equipment Notes issued in
respect of the Equipment subject to such Lease. The Equipment Notes are not,
however, obligations of, or guaranteed by, the Company. The Company's rental
obligations under each Lease are general obligations of the Company.

PRINCIPAL PAYMENTS

The aggregate principal amounts of the Equipment Notes issued with
respect to the Equipment covered by each Lease are as follows:

<TABLE>
<CAPTION>
LEASE
NO. % EQUIPMENT NOTES
- ----- ----------------------
<S> <C>
1 $
2
3

Total $
==========
</TABLE>

-28-
<PAGE> 30
Interest will be payable on each Equipment Note at the rate applicable
to such Equipment Note on the unpaid principal amount thereof on January 2 and
July 2 of each year, commencing July 2, 1995. Such interest will be computed
on the basis of a 360-day year of twelve 30-day months. The principal of each
Equipment Note will be payable as set forth below:

<TABLE>
<CAPTION>
% EQUIPMENT NOTES
----------------------

Lease Lease Lease
Payment Dates No. 1 No. 2 No. 3 Total
- ------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
[January 2, 1996 $ $ $ $ ]
[July 2, 1996 ]
January 2, 1997
July 2, 1997
January 2, 1998
July 2, 1998
January 2, 1999
July 2, 1999
January 2, 2000
July 2, 2000
January 2, 2001
July 2, 2001
January 2, 2002
July 2, 2002
January 2, 2003
July 2, 2003
January 2, 2004
July 2, 2004
January 2, 2005
July 2, 2005
January 2, 2006
July 2, 2006
</TABLE>

-29-
<PAGE> 31
<TABLE>
<S> <C> <C> <C> <C>
January 2, 2007
July 2, 2007
January 2, 2008
July 2, 2008
January 2, 2009
July 2, 2009
January 2, 2010
July 2, 2010
---------- ---------- ----------- ----------
Total $ $ $ $
========== ========== =========== ==========
</TABLE>

If any date scheduled for any payment of principal of, Make-Whole
Amount, if any, or interest on the Equipment Notes is not a Business Day, such
payment may be made on the next Business Day without any additional interest.

PREPAYMENT

The Equipment Notes may be prepaid under the following circumstances:

Mandatory Prepayments. If an Event of Loss to a Unit shall occur and
like kind equipment of equal or greater fair market sales value, utility,
remaining useful life and residual value (assuming such Unit was in the
condition required to be maintained) is not substituted for the affected Unit
in accordance with the terms of the applicable Lease, then the Company is
obligated to pay the Stipulated Loss Value of such Unit. Such payment will be
used to prepay a portion of the Equipment Notes issued with respect to the
Equipment of which such Unit is a part on (i) the next Regular Distribution
Date following the election by the Company to pay the Stipulated Loss Value of
such Units rather than substitute like kind equipment or (ii) in the case of
the occurrence of an Event of Loss in respect of more than ten Units since the
end of the last six month reporting period under a Lease (a "Multiple Loss"),
on the first Business Day succeeding the 60th day following the date on which
the Company is required to report such Multiple Loss. The amount prepaid will
be equal to the sum of (i) as to principal, an amount equal to the product
obtained by multiplying the aggregate unpaid principal amount of the Equipment
Notes issued under the Indenture to which such Equipment relates as of the
prepayment date (after deducting therefrom the scheduled principal installment,
if any, due on the prepayment date) by a fraction, the numerator of which shall
be the Equipment Cost of such Unit and the denominator of which shall be the
aggregate Equipment Cost of all Equipment securing such Indenture immediately
prior to the prepayment date, and (ii) as to interest, the aggregate amount of
interest accrued and unpaid to but not including the prepayment date in respect
of the principal amount to be prepaid pursuant to clause (i) above on such
prepayment date. No Make-Whole Amount will be payable in the event of a
prepayment under such circumstances. See "Description of the Equipment
Notes--The Leases--Events of Loss." (Leases, Section 11; Indentures, Section
2.10)

In addition, under the Leases the Company may, so long as no Lease
Event of Default has occurred and is continuing, terminate a Lease at its
option (i) at any time with respect to any Unit as required by the Company for
valid business reasons arising in the ordinary course of its business as an
operating lessor of rail cars, or (ii) at any time after July 2, 2002, with
respect to any Unit, if the Company determines in good faith that (A) such Unit
has become obsolete or surplus to its requirements, or (B) any modification to
a Unit required by law would be economically impractical, or (iii) on January
2, 2005 with respect to any Unit subject by two of the Leases or on January 2,
2006 with respect to any Unit subject to the other Lease if the Company
exercises its option to purchase such Unit or (iv) if the Company elects to
exercise its right to purchase Equipment as a result of an Owner Participant
(or an affiliate thereof) engaging in a business that is in competition with
the Company's full service railcar leasing business. Unless the Company elects
in connection with the exercise

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<PAGE> 32
of a purchase option to assume on a full recourse basis all of the Owner
Trustee's obligations in respect of the related Equipment Notes and acquires
the purchased Units subject to the lien of the related Indentures, the amount
of Equipment Notes to be prepaid in the event of any such Lease termination
will be equal to the sum of (i) as to principal, an amount equal to the product
obtained by multiplying the aggregate unpaid principal amount of the Equipment
Notes issued under the Indenture to which such Unit relates as of the
prepayment date (after deducting therefrom the scheduled principal installment,
if any, due on the prepayment date) by a fraction, the numerator of which shall
be the Equipment Cost of such Unit and the denominator of which shall be the
aggregate Equipment Cost of all Equipment securing such Indenture immediately
prior to the prepayment date, and (ii) as to interest the aggregate amount of
interest accrued and unpaid to but not including the prepayment date in respect
of the principal amount to be prepaid pursuant to clause (i) above on such
prepayment date, plus a Make-Whole Amount. Such prepayment is to be made on
the Regular Distribution Date which is the Lease termination date for such Unit
with payments received by the Indenture Trustee from the Company. See
"Description of the Equipment Notes--The Leases--Termination." (Leases,
Section 10; Indentures, Section 2.10)

Voluntary Prepayments. Subject to certain restrictions, the Company
may, without the consent of the relevant Owner Participant and Owner Trustee,
require the relevant Owner Participant, Owner Trustee and Pass Through Trustee
to effect an optional prepayment of the Equipment Notes at a price equal to the
unpaid principal amount thereof, together with accrued but unpaid interest
thereon to but not including the specified prepayment date (which shall be a
Special Distribution Date), plus a Make-Whole Amount, as part of a refunding or
refinancing which will result in the prepayment of the Pass Through
Certificates. (Participation Agreements, Section 10.2)

The Equipment Notes are also subject to purchase in whole by the Owner
Trustee, upon at least 30 days' notice on a Special Distribution Date, in the
case of (i) any acceleration of such Equipment Notes, (ii) the Indenture
Trustee, as assignee of a Lease, having exercised (or given notice of its
intention to exercise) any remedy in respect of the Units under such Lease,
(iii) one or more Lease Events of Default having occurred under a Lease and
continuing for a period of 180 days or more during which period such Equipment
Notes could, but shall not, have been accelerated by the Indenture Trustee or
(iv) the Indenture Trustee having commenced foreclosure of the lien of the
Indenture or otherwise exercised remedies which would result in the exclusion
of the Owner Trustee from any property subject to the lien of the
Indenture or any part thereof (or given notice of its intention to foreclose or
exercise remedies). Such prepayment would be at a price equal to the unpaid
principal amount thereof and accrued interest on such Equipment Notes to the
date of payment, but without the payment of any Make-Whole Amount except in the
case of a purchase of the Equipment Notes pursuant to clause (iv) above, if the
right to exercise any remedies arises from action attributable to the Owner
Trustee or the Owner Participant. (Indenture, Section 5.04(b))

The term "Make-Whole Amount" means, with respect to the principal
amount of any Equipment Note to be prepaid on any prepayment date, the amount
to be determined as of the third Business Day prior to the applicable
prepayment date, equal to the product obtained by multiplying (a) the excess,
if any, of (i) the sum of the present values of all the remaining scheduled
payments of principal and interest from the prepayment date to maturity of such
Equipment Note, discounted semi-annually on each July 2 and January 2 at a rate
equal to the Treasury Rate, based on a 360-day year of twelve 30-day months,
over (ii) the aggregate unpaid principal amount of such Equipment Note plus any
accrued but unpaid interest thereon by (b) a fraction the numerator of which
shall be the principal amount of such Equipment Note to be prepaid on such
prepayment date and the denominator of which shall be the aggregate unpaid
principal amount of such Equipment Note; provided that the aggregate unpaid
principal amount of such Equipment Note for the purpose of clause (a)(ii) and
(b) of this definition shall be determined after deducting the principal
installment, if any, due on such prepayment date. The Make-Whole Amount will
be calculated by an independent investment banking institution of national
standing appointed by the Company or, if the Indenture Trustee does not receive
notice of such appointment at least ten days prior to a scheduled prepayment
date or if a

-31-
<PAGE> 33
Lease Event of Default under the applicable Lease shall have occurred and be
continuing, appointed by the Indenture Trustee (an "Independent Investment
Banker"). In calculating the Make-Whole Amount, the Independent Investment
Banker will first determine the Treasury Rate applicable to the relevant
Equipment Note.

For purposes of determining the Make-Whole Amount, "Treasury Rate"
means, with respect to prepayment of each Equipment Note, a per annum rate
(expressed as a semiannual equivalent and as a decimal and, in the case of
United States Treasury bills, converted to a bond equivalent yield), determined
to be the per annum rate equal to the semiannual yield to maturity for United
States Treasury securities maturing on the Average Life Date of such Equipment
Note, as determined by interpolation between the most recent weekly average
yields to maturity for two series of United States Treasury securities, (A) one
maturing as close as possible to, but earlier than, the Average Life Date of
such Equipment Note and (B) the other maturing as close as possible to, but
later than, the Average Life Date of such Equipment Note, in each case as
published in the most recent H.15(519) (or, if a weekly average yield to
maturity for United States Treasury securities maturing on the Average Life
Date of such Equipment Note is reported in the most recent H.15(519), as
published in H.15(519)). H.15(519) means "Statistical Release H.15(519),
Selected Interest Rates," or any successor publication, published by the Board
of Governors of the Federal Reserve System. The most recent H.15(519) means
the latest H.15(519) which is published prior to the close of business on the
third Business Day preceding the scheduled prepayment date. As used herein,
"Remaining Weighted Average Life" means, with respect to any date of prepayment
or any date of determination of any Equipment Note, the number of days equal to
the quotient obtained by dividing (a) the sum of the products obtained by
multiplying (i) the amount of each then remaining principal payment on such
Equipment Note by (ii) the number of days from and including the prepayment
date or date of determination to but excluding the scheduled payment date of
such principal payment by (b) the unpaid principal amount of such Equipment
Note. As used herein, "Average Life Date" means, with respect to an Equipment
Note, the date which follows the prepayment date or, in the case of an
Equipment Note not being prepaid, the date of such determination, by a period
equal to the Remaining Weighted Average Life of such Equipment Note.

SECURITY

The Equipment Notes issued with respect to the Equipment purchased by
each Owner Trustee will be secured by (i) an assignment by such Owner Trustee
to the Indenture Trustee of such Owner Trustee's rights (other than certain
excepted rights reserved to the Owner Trustee) under the Lease relating to such
Equipment including the right to receive payments of rent thereunder and (ii) a
security interest held by the Indenture Trustee in all such Equipment, subject
to the rights of the Company under such Lease.

Unless and until an Indenture Default has occurred and is continuing,
the Indenture Trustee may not exercise certain rights of the Owner Trustee
under the related Lease; however, for so long as Equipment Notes under such
Indenture are outstanding, the Indenture Trustee shall retain the right to
receive payments of rent due under such Lease. The assignment by the Owner
Trustee to the Indenture Trustee of its rights under each Lease excludes
certain rights of the Owner Trustee and the applicable Owner Participant
including rights relating to indemnification by the Company for certain matters
and to insurance proceeds payable to such Owner Trustee in its individual
capacity and as Owner Trustee and to such Owner Participant under liability
insurance maintained by the Company under such Lease. (Indentures, Granting
Clauses)

Funds, if any, held from time to time by the Indenture Trustee with
respect to any Equipment, including funds held as the result of an Event of
Loss to such Equipment or termination of the Lease relating thereto, will be
invested and reinvested by the Indenture Trustee, at the direction of the
Company (except in the case of a Lease Event of Default under the applicable
Lease), in certain investments described in such Lease. The Company will pay
the amount of any loss resulting from any such investment directed by it.
(Indentures, Section 7.04)

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LIMITATION OF LIABILITY

The Equipment Notes are nonrecourse notes. All payments of principal
of, Make-Whole Amount, if any, and interest on the Equipment Notes (other than
payments made in connection with an optional prepayment or purchase by the
Owner Trustee) will be made only from the assets subject to the lien of the
Indenture with respect to such Equipment or the income and proceeds received by
the Indenture Trustee therefrom (including rent payable by the Company under
the Lease with respect to such Equipment). The Equipment Notes are not
obligations of, or guaranteed by, the Company. None of the Owner Participants
or the Indenture Trustee, or any affiliates thereof, shall be liable to any
holder of an Equipment Note or, in the case of the Owner Participants, to the
Indenture Trustee for any amounts payable under the Equipment Notes or, except
as provided in each Indenture, for any liability under such Indenture.
(Indentures, Section 2.03)

Except as otherwise provided in the Indentures, the Owner Trustee in
its individual capacity shall not be answerable or accountable under the
Indentures or under the Equipment Notes under any circumstances except for its
own wilful misconduct or gross negligence. None of the Owner Participants will
have any duty or responsibility under any of the Indentures or the Equipment
Notes to the Indenture Trustee or to any holder of any Equipment Note.
(Indentures, Section 2.03)

INDENTURE DEFAULTS, NOTICE AND WAIVER

Indenture Events of Default under each Indenture include: (a) a Lease
Event of Default, (b) default by the Owner Trustee in making payments when due
of principal of, premium, if any, or interest on any Equipment Note and
continuance of that default for 10 Business Days, (c) failure by the Owner
Trustee or the Owner Participant to perform any covenant contained in such
Indenture, the Equipment Notes or in the Participation Agreement continuing for
a period of 30 days after written notice by the Indenture Trustee or any holder
of an Equipment Note issued under such Indenture, (d) any representation or
warranty made by the Owner Trustee in such Indenture or made by the Owner
Trustee (except to the extent made with respect to
in its individual capacity) or the
Owner Participant in the Participation Agreement or in any document or
certificate furnished to the Indenture Trustee being incorrect in any material
respect as of the date made and remaining material and continuing unremedied
for a period of 30 days after written notice to the Owner Trustee and Owner
Participant, and (e) the occurrence of certain events of bankruptcy,
reorganization or insolvency of the Owner Participant or the Owner Trustee.
(Indenture, Section 4.01)

In the event that (i) at any time one or more Lease Events of Default
shall occur and shall have continued for a period of 180 days or more during
which time the Equipment Notes could, but shall not, have been accelerated,
(ii) the Equipment Notes shall have been accelerated, (iii) the Indenture
Trustee, as assignee of such Lease, shall have exercised (or given notice of
its intention to exercise) any remedies in respect of the Units under such
Lease or (iv) the Indenture Trustee shall commence foreclosure of the lien of
the Indenture or otherwise exercise remedies which would result in the
exclusion of the Owner Trustee from any property subject to the lien of the
Indenture or any part thereof (or given notice of its intention to foreclose or
exercise remedies), upon 30 days' notice the Owner Trustee may elect to
purchase all, but not less then all, of the Equipment Notes then outstanding
under such Indenture from the holders thereof by paying to each such holder an
amount equal to the aggregate unpaid principal amount of all such Equipment
Notes then held by such holder, together with accrued and unpaid interest
thereon to the date of payment, but without the payment of any Make-Whole
Amount except in the case of a purchase of the Equipment Notes pursuant to
clause (iv) above if the right to exercise any remedies arises because of
action attributable to the Owner Trustee or the Owner Participant. (Indenture,
Section 4.04(b))

In the event the Company fails to make any semiannual basic rental
payment within 10 Business Days after the date the same shall become due under
a Lease, then and as long as no other Indenture Event of Default under the
Indenture (which is not being concurrently cured) shall have occurred and be
continuing

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the Owner Participant or the Owner Trustee may, during the 10 Business Days
after receiving written notice of such failure from the Indenture Trustee, pay
to the Indenture Trustee the amount of such rental payment together with any
interest thereon on account of the delayed payment thereof, in which event such
payment by the Owner Participant or the Owner Trustee shall be deemed to cure
any Indenture Event of Default which arose from such failure of the Company
(but such cure shall not relieve the Company of any of its obligations);
provided, that the Owner Participant and the Owner Trustee, collectively, shall
not be entitled to cure more than three consecutive or six total failures to
make semiannual basic rental payments. In the event there shall occur a Lease
Event of Default under a Lease in respect of any other payment of rent, or
which is curable by the payment of money, then and as long as no other
Indenture Event of Default under the Indenture (which is not being concurrently
cured) shall have occurred and be continuing the Owner Participant or the Owner
Trustee may, during the 30 days after receiving written notice of such Lease
Event of Default from the Indenture Trustee, pay to the Indenture Trustee the
amount of such rental payment together with any interest thereon on account of
the delayed payment thereof, or otherwise make such payment as shall effect
such cure, in which event such payment by the Owner Participant or the Owner
Trustee shall be deemed to cure any Indenture Event of Default which arose as a
result of such Lease Event of Default (but such cure shall not relieve the
Company of any of its obligations); provided, that the Owner Participant and
the Owner Trustee, collectively, shall not be entitled to cure such other Lease
Events of Default if the unreimbursed amount of such payments shall exceed
$ , as adjusted annually for inflation. (Indenture, Section 4.04(a))

Each Indenture provides that the Indenture Trustee shall, upon the
occurrence of any event known to it that is an Indenture Default or Indenture
Event of Default thereunder, give notice thereof to the holders of the
Equipment Notes issued thereunder, the Company, the Owner Trustee and the Owner
Participant. (Indenture, Section 5.01)

The holders of a majority in aggregate principal amount of the
outstanding Equipment Notes issued under an Indenture, by notice to the
Indenture Trustee, may on behalf of all holders waive any past default under
the Indenture except a default in the payment of the principal of, premium, if
any, or interest on any such Equipment Note or a default in respect of any
covenant or provision of such Indenture that cannot be modified or amended
without the consent of each holder of an Equipment Note affected thereby.
(Indentures, Section 4.06)

REMEDIES

If an Indenture Default shall occur and be continuing under an
Indenture, the Indenture Trustee may, and when instructed by the holders of at
least a majority in aggregate principal amount of the Equipment Notes
outstanding under such Indenture shall, declare the unpaid principal of all
such Equipment Notes outstanding under such Indenture immediately due and
payable, together with all accrued but unpaid interest thereon. The holders of
a majority in aggregate principal amount of Equipment Notes outstanding under
such Indenture may rescind any such declaration by the Indenture Trustee or by
the holders at any time prior to the sale of the Equipment covered by such
Indenture after such an Indenture Default if (i) there has been paid to or
deposited with the Indenture Trustee an amount sufficient to pay all due or
overdue installments of principal of, premium, if any, and interest on any such
Equipment Notes that have become due otherwise than by such declaration of
acceleration, (ii) the rescission would not conflict with any judgment or
decree and (iii) all other Indenture Defaults under such Indenture have been
cured or waived except nonpayment of principal of, premium, if any, or interest
on any such Equipment Notes that have become due solely because of
acceleration. (Indentures, Section 4.02)

Each Indenture provides that if any Indenture Default under such
Indenture has occurred and is continuing the Indenture Trustee may exercise
certain rights or remedies available to it under applicable law, including (if
the corresponding Lease has been declared in default) one or more of the
remedies under such Indenture or such Lease.

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The Indenture Trustee's right to exercise remedies under an Indenture is
subject in certain circumstances to its having proceeded to exercise one or
more remedies under the Lease with respect to the Equipment, unless at the
time, the Indenture Trustee is stayed or otherwise prevented from doing so by
operation of law, in which case the Indenture Trustee has agreed to refrain
from exercising remedies under such Indenture for a period of 90 days.
Further, the Indenture Trustee may not exercise remedies under an Indenture in
those circumstances in which the Company, as the debtor in a bankruptcy
proceeding, shall have affirmed the Lease and no Lease Event of Default (other
than a Lease Event of Default arising from the bankruptcy of the Company) has
occurred and is continuing. See "Description of the Equipment Notes--The
Lease--Lease Events of Default." Such remedies may be exercised by the
Indenture Trustee to the exclusion of the Owner Trustee and, subject to the
terms of the Lease, the Company. Any Equipment sold in the exercise of such
remedies will be free and clear of any rights of those parties including the
rights of the Company under the Lease with respect to such Equipment; provided
that no exercise of any remedies by the Indenture Trustee may affect the rights
of the Company under the Lease unless a Lease Event of Default under the Lease
has occurred and is continuing. (Indenture, Sections 4.03(a) and (c), 4.04(c)
and 4.05; Lease, Section 15)

The holders of a majority in aggregate principal amount of the
Equipment Notes outstanding under the Indenture may instruct the Indenture
Trustee to give such notice, direction or consent, or exercise such right,
remedy or power under the Indenture or the Lease or in respect of the property
subject to the lien of the Indenture or take such other action as shall be
specified in such instructions, but in such event the Indenture Trustee shall
not be required to take or refrain from taking any action in connection
therewith if it shall have reasonable grounds to believe that adequate
indemnity against such risk is not reasonably assured to it. (Indenture,
Sections 5.02 and 5.03)

If an Indenture Event of Default occurs and is continuing under the
Indenture and the Indenture Trustee (as security assignee) has declared the
Lease to be in default or the Equipment Notes outstanding under the Indenture
have been accelerated or the Indenture Trustee has exercised any remedies under
the Indenture, any sums held or received by the Indenture Trustee may be
applied to reimburse the Indenture Trustee for any tax, expense or other loss
incurred by it and to pay any other amounts then due the Indenture Trustee
prior to any payments to holders of the Equipment Notes. (Indenture, Section
3.03)

In the event of a bankruptcy or reorganization of the Company, the
right of the Indenture Trustee to repossess or dispose of the Equipment would
be subject to the provisions of the Bankruptcy Code applicable to industrial
companies generally, and not those provisions applicable to railroads,
particularly Section 1168 of the Bankruptcy Code.

In the event of the bankruptcy of an Owner Participant, it is possible
that, notwithstanding that the applicable Equipment is owned by the Owner
Trustee in trust for the benefit of such Owner Participant, such Equipment and
the related Lease and Equipment Notes might become part of the bankruptcy
proceeding. In such event, payments under such Lease or on such Equipment
Notes might be interrupted and the ability of the Indenture Trustee to exercise
its remedies under the applicable Indenture might be restricted, although the
Indenture Trustee would retain its status as a secured creditor in respect of
the Lease and the Equipment subject thereto.

If the Company were to become a debtor in a bankruptcy or
reorganization case under the Bankruptcy Code, the Company or its bankruptcy
trustee could reject any or all Leases to which it is a party. In such event,
there could be no assurance that the amount of any claim for damages under such
Leases that would be allowed in such bankruptcy case would be in an amount
sufficient to provide for the repayment of the applicable Equipment Notes. In
any case, rejection of a Lease by the Company or its bankruptcy trustee would
not deprive the Indenture Trustee of its security interest in the applicable
Units.

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MODIFICATION OF INDENTURES AND LEASES

Without the consent of holders of a majority in unpaid principal
amount of the Equipment Notes outstanding under any Indenture, the provisions
of such Indenture and the Lease and the Participation Agreement corresponding
thereto may not be amended or modified, except to the extent indicated below.

Certain provisions of each Lease and Participation Agreement may be
amended or modified by the parties thereto without the consent of any holders
of the Equipment Notes outstanding under the Indenture so long as no Indenture
Event of Default shall have occurred and be continuing. In the case of each
Lease, such provisions include, among others, provisions relating to (i) rental
payments and other payments, except to the extent indicated in clause (a) of
the following paragraph, (ii) the maintenance of the Equipment covered by such
Lease, modifications to the Units and the return to the Owner Trustee of the
Equipment at the end of the term of the Lease and (iii) the renewal of such
Lease and the option of the Company at the end of the term of the Lease to
purchase any or all of the Equipment subject to such Lease. (Indenture,
Section 9.05)

Without the consent of the holder of each Equipment Note outstanding
under an Indenture, no amendment or modification of such Indenture may (a)
change the final maturity of, or reduce the principal amount of, or premium, if
any, or interest payable on any Equipment Notes issued under such Indenture or
impair the right to institute suit for the enforcement of any such payment or
change the date on which any principal or premium, if any, or interest is due
and payable, (b) create any lien with respect to the property subject to the
Lien of the Indenture ranking prior to or on a parity with the security
interest created by the Indenture, except as permitted in the Indenture, or
deprive any holder of any Equipment Note issued under such Indenture of the
benefit of the Lien of the Indenture or (c) reduce the percentage in principal
amount of outstanding Equipment Notes issued under such Indenture necessary to
modify or amend any provision of the Indenture or to waive compliance
therewith. (Indenture, Section 9.01)

DEFEASANCE OF THE INDENTURES AND THE EQUIPMENT NOTES IN CIRCUMSTANCES

Each Indenture provides that it and the obligations of the Indenture
Trustee and the Owner Trustee thereunder shall be deemed to have been
discharged in full and the security interests created thereby extinguished
(except for certain obligations, including the obligation to hold money for
payment in trust) on the irrevocable deposit with such Indenture Trustee of
money or certain obligations of the United States which will provide money in
an aggregate amount sufficient to pay when due all Equipment Notes in
accordance with the terms of such Indenture. (Indentures, Section 10.1)

THE LEASES

Terms and Rentals. The Equipment subject to each Lease will be leased
by the Owner Trustee to the Company for a term commencing on the delivery date
thereof and expiring on July 2, 2010, unless previously terminated as permitted
by each Lease. The rent payments under each Lease will be payable on January 2
and July 2 (or, if such day is not a Business Day, on the next succeeding
Business Day), commencing on July 2, 1995, and will be used to make payments of
principal of and interest due on the Equipment Notes issued under the Indenture
corresponding to such Lease, which will in turn furnish the funds to be
distributed by the Pass Through Trustee to the Certificateholders on January 2
and July 2 of each year, commencing July 2, 1995. (Leases, Section 3.2;
Indentures, Section 3.01) Rental payments that the Company is obligated to
make or cause to be made under each Lease will not be less than the scheduled
payments of principal of and interest on the Equipment Notes under the
Indenture. In certain cases, the semi-annual basic rent payments under a Lease
may be adjusted, but, except as described below, under no circumstances will
such rent payments be less than the corresponding scheduled payments of
principal of and interest on the Equipment Notes issued under the Indenture
corresponding to such Lease. (Participation Agreements, Section 2.6; Leases,
Section 3) The balance of any such semi-annual rent payment under a Lease,
after payment of the scheduled principal of, and interest on the Equipment
Notes issued under the Indenture corresponding to such Lease, will be paid over
to or for the account of the applicable Owner Participant as the beneficial
owner of the Equipment covered by the Lease. (Leases, Section 3)

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Net Lease; Modifications. The Company's obligations in respect of the
Equipment are those of a lessee under a "net lease." Accordingly, the Company
is and will be obligated, at its expense, to pay all costs and expenses of
operating the Equipment and to maintain, service and repair the Equipment so as
to keep the Units included therein in good operating order, ordinary wear and
tear excepted. (Leases, Sections 8 and 19)

Subject to certain exceptions, the Company will, at its expense, make
all alterations, replacements or modifications required to be made by the
Association of American Railroads, the United States Department of
Transportation, or any other United States, state or local governmental agency
or other applicable law. The Company will have the right, at its expense, to
make other modifications, alterations and improvements, provided that such
modifications do not diminish the fair market value, utility or remaining
useful life of such Unit or cause it to become "limited use" property.
Severable modifications that are not required by law will remain the property
of the Company but may be purchased by the Owner Trustee at fair market value
upon termination of the Lease. The Owner Trustee will acquire title to all
nonseverable modifications and severable modifications required by law.
(Leases, Section 9)

Sublease; Possession and Use. The Company is in the business of
leasing railway tank cars and other railcars to third parties under
full-service operating leases. These leases vary in nature based on the needs
of the sublessee and the Company. The Company shall have the right to use the
Equipment, subject to the applicable Lease, and to sublease the Equipment to
any railroad company incorporated in the United States, Canada or Mexico or to
any other responsible company which is not a railroad company for use in its
business; provided that the Units are used primarily on domestic routes in the
United States and that at no time shall more than 20% of the Units be used (as
determined by mileage records) outside the continental United States (exclusive
of Alaska) during any taxable year in which certain specified events occur; and
further provided that if the Company subleases any Units to a sublessee which
operates primarily in Canada or Mexico, subject to the provisions of each
Lease, the Company shall make all registrations, filings and deposits necessary
or advisable under then-current prudent industry practice (including any
actions reasonably requested by the Owner Trustee or the Indenture Trustee) to
protect the interest of the Owner Trustee under the Lease and the Indenture
Trustee under the Indenture corresponding to such Lease and, in the case of a
sublessee that operates primarily in Canada, provide certain legal opinions of
Canadian counsel reasonably satisfactory to the Owner Trustee and Indenture
Trustee. The Company may not sublease any Unit for a term that extends beyond
the term of the Lease unless the Company replaces such Unit on or prior to the
expiration of the Lease term in accordance with the provisions of the Lease.
No sublease will discharge the Company of its obligations under the Lease
(Leases, Sections 8.2 and 8.3) If any Unit is leased or the possession is
otherwise transferred, such Unit will remain subject to the lien of the related
Indenture.

Maintenance. The Company, at its own cost and expense, shall
maintain, repair and keep each Unit (i) according to prudent industry practice,
in good working order, and in good physical condition for railcars of a similar
age and usage, normal wear and tear excepted, (ii) in a manner consistent with
maintenance practices used by the Company in respect of equipment owned or
leased by the Company similar in type to such Unit, (iii) in accordance in all
material respects with all manufacturers' warranties and in accordance with all
applicable provisions, if any, of insurance policies required to be maintained
pursuant to the Lease and (iv) in compliance in all material respects with all
applicable laws and regulations other than those being contested in good faith
in any reasonable manner which does not create any risk or danger of (x)
material interference with the use, possession, operation or return of any
Unit, or materially adversely affecting the rights or interests of the Company
and the Indenture Trustee in the Equipment, (y) the imposition of any criminal
sanctions on the part of the Owner Trustee, the Indenture Trustee or the Owner
Participant, or (z) the release of the Company from the obligation to return
the Equipment in compliance with the Lease. (Leases, Section 8)

Liens. The Equipment will be maintained free of any liens, other than
the respective rights of the Owner Participants, the Owner Trustee, the
Indenture Trustee, the holders of the Equipment Notes, the Company and any
permitted sublessee arising under the Leases, the Indentures, the Participation
Agreements and the separate Trust Agreements between the Owner Trustee and the
Owner Participants pursuant to which the Owner Trustee acts as trustee for the
benefit of the Owner Participants, and other than, in the case of the
Equipment, certain limited liens

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permitted under the Leases and the Indentures, including liens for taxes either
not yet due and payable or being contested in good faith (so long as there
exists no material risk of sale, forfeiture, loss or loss of use of the
Equipment or any interest therein), materialmen's, mechanics' and other similar
liens arising in the ordinary course of business and either not yet due and
payable or being contested (so long as there exists no material risk of sale,
forfeiture, loss or loss of use of the Equipment or any interest therein),
judgment liens that are being appealed in good faith and whose enforcement has
been stayed pending such appeal, and salvage rights of insurers under insurance
policies maintained pursuant to the Lease. (Leases, Section 7)

Insurance. The Company will at all times prior to the return of the
Equipment to the Owner Trustee, at its own expense, cause to be carried and
maintained general liability insurance in respect of the Equipment in amounts
and against such risks and with deductibles and terms and conditions not less
than the insurance, if any, maintained by the Company in respect of similar
equipment owned or leased by the Company, but in no event shall such coverage
be for amounts or against risks less than the prudent industry standard for
companies engaged in full service leasing of tank and hopper cars (Leases,
Section 12) The Company does not maintain casualty insurance with respect to
the Equipment.

Termination. So long as no Lease Event of Default or event which,
with notice or the lapse of time or both, would become a Lease Event of Default
thereunder shall have occurred and be continuing, the Company may, upon at
least 120 days prior written notice, terminate each Lease with respect to
specific groups of Equipment subject to such Lease (provided that if such
termination is for less than all of the Units in any one specific group of
Equipment (as set forth in the Leases), the determination as to which Units are
subject to termination shall be made by the Company on a random or other
reasonable basis without regard to maintenance status or operating condition)
(the "Terminated Units"), at its option any time after July 2, 2002, if the
Company determines in good faith (as evidenced by a certified copy of a
resolution adopted by its Board of Directors and a certificate executed by the
Chief Financial Officer of the Company) that such Terminated Units have become
obsolete or surplus to its requirements for any reason or that any
modification required by law to such Terminated Units would be economically
impractical. The Company will act as agent for the Owner Trustee in obtaining
bids for the Terminated Units and, if the Company succeeds in locating the
eventual purchaser of the Terminated Units, the Owner Trustee shall transfer
all of its right, title and interest in and to the Terminated Units to the
bidder which has submitted the highest cash bid (who may not be the Company or
any affiliate of the Company but who may be the Owner Trustee or any affiliate
of the Owner Trustee) on the termination date. The net proceeds of such sale
shall be paid to the Owner Trustee. If the net proceeds received from such
sale are less than the Termination Value for the Terminated Units, the Company
shall pay to the Owner Trustee an amount equal to the difference between such
proceeds and such Termination Value, together with certain other amounts
including, if applicable, the Make-Whole Amount. All funds to be paid to or
deposited with the Owner Trustee as described in this paragraph shall, so long
as the Indenture shall not have been discharged, be deposited directly with the
Indenture Trustee. Amounts in excess of the outstanding principal amount of
the Equipment Notes issued in respect of such Terminated Units, any applicable
premium thereon, and the then accrued and unpaid interest thereon will be
distributed by the Indenture Trustee in accordance with the terms of the
Indenture. The lien of the Indenture shall terminate with respect to the
Terminated Units after the full Termination Value and any rent due has been
received by the Indenture Trustee and, if all amounts due such Owner
Participant have also been paid, the Lease with respect to such Terminated
Units shall terminate and the obligation of the Company thereafter to make rent
payments with respect thereto shall cease. (Leases, Sections 3.6, 10.1, 10.2
and 10.4, Indentures, Section 3.02)

The Owner Trustee shall have the option to retain the Terminated
Units, but it may do so only if the Owner Trustee shall pay, or cause to be
paid, to the Indenture Trustee funds in an amount equal to the principal of and
accrued interest on the outstanding Equipment Notes with respect to such
Terminated Units and, if applicable, an amount equal to the Make-Whole Amount.
(Leases, Section 10.3)

In addition to the foregoing, so long as no Lease Event of Default or
event which, with notice or lapse of time or both, would become a Lease Event
of Default thereunder shall have occured and be continuing,

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the Company may at any time as required for valid business reasons
arising in the ordinary course of the Company's business as an operating lessor
(i) substitute for such Unit like kind equipment having a fair market sale
value, utility, remaining useful life and residual value at least equal to the
Unit so substituted (assuming such Unit was in the condition required to be
maintained by the Lease) or (ii) pay to the Owner Trustee the Termination Value
of such Unit, together with certain additional amounts.

Purchase Options. So long as no Lease Event of Default or event which,
with notice or the lapse of time or both, would become a Lease Event of Default
thereunder, shall have occurred and be continuing, the Company shall have the
right to purchase, on January 2, 2005 with respect to two of the Leases and on
January 2, 2006 with respect to the other Lease (in each case, an the "Early
Purchase Date"), any or all of the Equipment subject to each Lease at the
option prices set forth in the Leases. The Company may exercise its early
purchase option by giving written notice to the Owner Trustee at least 90 days
prior to the Early Purchase Date. If the Company exercises its early purchase
option, the purchase price shall be used to prepay the Equipment Notes relating
to the purchased Units unless the Company elects to assume on a full recourse
basis all of the Owner Trustee's obligations in respect of the related
Equipment Notes and acquires the purchased Units subject to the lien of the
related Indenture. (Leases, Section 22.1) See "Description of the Equipment
Notes - Prepayment."

Events of Loss. If an Event of Loss occurs with respect to a Unit, the
Company shall give notice to the Owner Trustee in accordance with the terms of
the related Lease and, if the Indenture has not been discharged, to the
Indenture Trustee, and shall either (i) pay to the Owner Trustee the Stipulated
Loss Value of such Unit or (ii) substitute for such Unit like kind equipment,
of equal or greater fair market sales value, utility, remaining useful life and
residual value as the Unit being replaced (assuming such Unit was in the
condition required under the Lease). If the Company elects not to substitute
for the applicable Unit, Stipulated Loss Value will be paid on (i) the next
Regular Distribution Date following the election by the Company to pay the
Stipulated Loss Value of such Unit rather than substitute like kind Equipment
or (ii) in the case of the occurrence of a Multiple Loss, on the first Business
Day succeeding the 60th day following the date on which the Company is required
to report such Multiple Loss. If the Company elects to substitute for the
applicable Unit, it shall so substitute for such Unit on the Rent Payment Date
immediately following the date the Company delivers notice of such election.
All funds to be paid or deposited with the Owner Trustee as described in this
paragraph shall, so long as the applicable Indenture shall not have been
discharged, be deposited directly with the Indenture Trustee and shall be
applied to prepay all or a portion of the Equipment Notes as provided in the
Indenture. See "Description of the Equipment Notes-- Prepayment." If the
Company pays the Stipulated Loss Value of a Unit subject to an Event of Loss
and any rent due, the lien of the Indenture and the Lease relating to such Unit
shall terminate with respect to such Unit, title thereto shall be transferred
to the Company and the obligation of the Company thereafter to make rent
payments with respect thereto shall cease, except for indemnification
obligations which otherwise may have accrued. (Leases, Section 11) Amounts in
excess of the amounts applied to prepay Equipment Notes in accordance with the
Indenture will be distributed by the Indenture Trustee in accordance with the
terms of the Indenture.

An Event of Loss with respect to any Unit shall mean any of the
following events: (i) damage or contamination of such Unit which, in the
Company's reasonable judgment (as evidenced by an Officers' Certificate to such
effect), makes repair uneconomic or renders such Unit unfit for commercial use,
(ii) destruction of such Unit or theft or disappearance thereof for a period
exceeding twelve months, (iii) the permanent return of such Unit to the
manufacturer pursuant to any patent indemnity provisions, (iv) the taking or
appropriating of title to such Unit by any governmental authority under the
power of eminent domain or otherwise, (v) the actual or constructive total loss
of the Unit, (vi) in the normal course of interstate rail transportation, the
Unit shall be prohibited from being used for a continuous period in excess of
six months as a result of any rule, regulation, order or other action by the
United States government or any agency or instrumentality thereof, (vii) the
Unit shall be subject to a sublease with any person which operates primarily
outside of the United States and shall not be returned to the Company within 60
days of a demand by the Company for return of such Unit following the
termination of such sublease or

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(viii) the taking or requisitioning of such Unit for use by any governmental
authority or any agency or instrumentality thereof under the power of eminent
domain or otherwise and such taking or requisition is for a period that exceeds
the remaining Basic Term or any Renewal Term then in effect (unless such taking
or requisition is by Mexico or any governmental authority, agency or
instrumentality thereof, in which case such period shall be the lesser of the
period described above or 365 days). (Leases, Section 11.1)

Lease Events of Default. Events of default (each, a "Lease Event of
Default") under the Lease include, among other things: (a) failure by the
Company to make any payment of Basic Rent, any purchase price to be paid by the
Company for any Units pursuant to the Lease or the Participation Agreement,
Stipulated Loss Value or Termination Value, within 10 Business Days after the
same shall have become due, (b) failure by the Company to make any payment of
Supplemental Rent, including indemnity or tax indemnity payments, but not
including any purchase price to be paid by the Company for any Units pursuant
to the Lease or the Participation Agreement, Stipulated Loss Value or
Termination Value, after the same shall become due and such failure shall
continue unremedied for 10 Business Days after receipt by the Company of
written notice of such failure from the Owner Trustee or Indenture Trustee, (c)
failure to maintain in effect insurance as required by the Lease, such failure
not having been waived, (d) the Company shall make or permit any possession of
the Equipment of any portion thereof not permitted by the Lease, provided that
such unauthorized possession shall not constitute a Lease Event of Default for
a period of 45 days after the occurrence thereof, or the Company shall make or
permit an unauthorized assignment or transfer of the Lease, (e) failure by the
Company to observe or perform any of the agreements or covenants relating to
the merger, consolidation or transfer of assets of the Company and such failure
continues unremedied for 30 days, (f) failure by the Company to perform or
observe any other covenant or agreement to be performed or observed by it under
any Lessee Agreement (other than the Tax Indemnity Agreement) continuing for a
period of 30 days after notice of such failure from the Owner Trustee or the
Indenture Trustee, or, if such failure is capable of being remedied (and the
remedy requires an action other than, or in addition to, the payment of money),
for a period of 90 days after receipt of such notice so long as the Company is
diligently proceeding to remedy such failure, (g) any representation or
warranty made by the Company in any Lessee Agreement (other than the Tax
Indemnity Agreement) being untrue or incorrect in any material respect at the
time made and such untruth or incorrectness continues to be material and
unremedied for a period of 30 days after notice thereof or, if such untruth or
incorrectness is capable of being remedied, for a period of 60 days after
receipt of such notice so long as the Company is diligently proceeding to
remedy such untruth or incorrectness and any adverse effects thereof, and (h)
the occurrence of certain events of bankruptcy, reorganization or insolvency of
the Company. (Leases, Section 14)

If a Lease Event of Default under a Lease has occurred and is
continuing, and such Lease has been declared to be in default, the Indenture
Trustee, as assignee of the Owner Trustee's rights under the Lease, may
exercise one or more of the remedies provided in the Lease with respect to the
Equipment subject thereto. These remedies include the right to repossess and
use or operate the Equipment to sell or release the Equipment free and clear of
the Company's rights and retain the proceeds and to require the Company to pay
liquidated damages specified therein. (Leases, Section 15)

THE PARTICIPATION AGREEMENTS

The Company is required to indemnify each Owner Participant, the Owner
Trustee, the Indenture Trustee and the Pass Through Trustee for certain losses
and claims and for certain other matters. In addition, the Company is required
under certain circumstances to indemnify each Owner Participant against the
loss of depreciation deductions and certain other benefits allowable for
certain income tax purposes with respect to the applicable Equipment.
(Participation Agreements, Section 7) Subject to certain restrictions, each
Owner Participant may transfer its beneficial interest in the related owner
trust.

Each Participation Agreement provides that if the Owner Participant or
any affiliate thereof is or acquires, is acquired by, merges or otherwise
consolidates with any company or affiliate thereof engaged in

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<PAGE> 42

full service railcar leasing, whether or not a direct competitor of the Company
or any affiliate of the Company, or any person that has a material interest in
an enterprise that engages in a business that is in competition with the
Company's full service railcar operating leasing business, the Company may, on
the Special Distribution Date which next succeeds the 25th day following the
date of notice to the Owner Trustee and the Indenture Trustee, purchase the
applicable Equipment for a purchase price equal to the greater of the
Termination Value or the then appraised fair market value, each calculated as of
such Special Distribution Date, plus certain other amounts including, if
applicable, the Make-Whole Amount. If the Company elects to exercise its right
to purchase the applicable Equipment, unless the Company elects to assume the
related Equipment Notes on a full recourse basis, the purchase price shall be
used to prepay the related Equipment Notes and if such prepayment is prior to
, the applicable Make-Whole Amount shall be paid. See
"Description of the Equipment Notes--Prepayment." (Participation Agreement,
Section 6.9)

Under each Participation Agreement, the Company will be prohibited from
consolidating or merging with or into any other corporation or transferring
substantially all of its assets to another corporation unless (a) the successor
corporation, if other than the Company, shall be a corporation organized and
existing under the laws of the United States or any state or the District of
Columbia and shall expressly assume the due and punctual performance and
observance of all the covenants and conditions of the operative agreements to
be performed by the Company, (b) immediately prior to and immediately after
giving effect to such transaction, no Lease Event of Default, or event which
with notice or the passage of time or both would become a Lease Event of
Default, shall have occurred, whether as a result of such transaction or
otherwise, and (c) the Company shall have made all filings necessary or
appropriate in the reasonable opinion of the Owner Trustee and the Indenture
Trustee in order to preserve and protect the rights of the Owner Trustee under
the related Lease and of the Indenture Trustee under the related Indenture.
(Participation Agreement, Section 6.8)

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion by the Company of the
anticipated material federal income tax consequences of the purchase, ownership
and disposition of Pass Through Certificates. This summary is based on laws,
regulations, rulings and court decisions now in effect, all of which are
subject to change by legislative, administrative or judicial action, which
change may be retroactive. The statements of law and legal conclusions
contained herein are based on the opinion of Neal Gerber & Eisenberg, counsel
to the Company. The discussion below does not purport to address federal
income tax consequences applicable to particular categories of investors, some
of which (for example, banks, tax exempt organizations, insurance companies or
foreign investors) may be subject to special rules. Investors should consult
their own tax advisors in determining the federal, state, local and foreign tax
consequences to them of the purchase, ownership and disposition of Pass Through
Certificates, including the advisability of making any election discussed
below. Prospective investors should note that no rulings have been or will be
sought from the Internal Revenue Service (the "IRS") with respect to any of the
federal income tax consequences discussed below and no assurance can be given
that the IRS will not take contrary positions. The Pass Through Trust is not
indemnified for any federal income taxes that may be imposed upon it, the
imposition of which could significantly reduce the amounts available for
distribution to the Certificate Owners. For purposes of this "Certain Federal
Income Tax Consequences" section, the terms "Pass Through Certificate" and
"Certificate" also refer to an indirect interest in a Pass Through Certificate
held by a Certificate Owner.

GENERAL

Based upon an interpretation of analogous authorities under currently
applicable law, the Pass Through Trust should not be classified as an
association taxable as a corporation, but rather should be classified as a
grantor trust for purposes of Sections 671 through 679 of the Code, and each
Certificate Owner should be treated as owning a pro rata undivided interest in
each Equipment Note and any other property held in the Pass Through Trust.

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The Company believes that each Certificate Owner will be required to
report on its federal income tax return its pro rata share of the entire income
from the Equipment Notes and any other property in the Pass Through Trust, in
accordance with such Certificate Owner's method of accounting. A Certificate
Owner using the cash method of accounting should take into account its pro rata
share of income as and when received by the Pass Through Trustee. A
Certificate Owner using the accrual method of accounting should take into
account its pro rata share of income as it accrues or is received by the Pass
Through Trustee, whichever is earlier. The Company believes that the
Make-Whole Amount described under "Description of the Equipment
Notes--Prepayment" should be taxed as contingent interest when it becomes fixed
and unconditionally payable.

A purchaser of a Pass Through Certificate should be treated as
purchasing an interest in each Equipment Note and any other property in the
Pass Through Trust at a price determined by allocating the purchase price paid
for the Pass Through Certificate among the related Equipment Notes and other
property in proportion to their fair market values at the time of purchase of
the Pass Through Certificate. The Company believes that when the Pass Through
Trust has acquired all the Equipment Notes, the purchase price paid for a Pass
Through Certificate by an original purchaser of such certificate will be
allocated among the Equipment Notes in the Pass Through Trust in proportion to
their respective principal amounts.

SALES OF PASS THROUGH CERTIFICATES

A Certificate Owner that sells or exchanges a Pass Through Certificate
will recognize gain or loss (in the aggregate) equal to the difference between
its adjusted tax basis in the Pass Through Certificate and the amount realized
(except to the extent attributable to accrued interest, which would be taxable
as interest income). Subject to the market discount provisions of the Code
(described below), if the Certificate Owner held such Pass Through Certificate
as a capital asset, any such gain or loss should be capital gain or loss, which
will be long-term capital gain or loss if the Pass Through Certificate was held
for more than one year (but only to the extent the Pass Through Trust also held
the underlying Equipment Notes for more than one year). Any long term capital
gains realized on a sale or exchange of Pass Through Certificates will be
taxable under current law to corporate taxpayers at the rates applicable to
ordinary income, and to individual taxpayers at their applicable marginal rate
for capital gains. Any capital losses realized generally will be deductible by
a corporate taxpayer only to the extent of capital gains and by an individual
taxpayer only to the extent of capital gains plus $3,000 of other income.

ORIGINAL ISSUE DISCOUNT

It is anticipated that the Equipment Notes will not be issued with
original issue discount.

MARKET DISCOUNT

A subsequent purchaser of a Pass Through Certificate will be
considered to have acquired an interest in an Equipment Note held in the Pass
Through Trust at a "market discount" to the extent the remaining principal
amount of such Equipment Note exceeds the Certificate Owner's tax basis
allocable to such Equipment Note, provided such excess exceeds a prescribed de
minimis amount. If such excess exceeds the de minimis amount, the Certificate
Owner will be subject to the market discount rules of Section 1276 of the Code
with regard to its interest in the Equipment Note.

In the case of a sale or other disposition of indebtedness subject to
the market discount rules, Section 1276 of the Code requires that gain, if any,
from such sale or other disposition be treated as ordinary income to the extent
such gain represents market discount that has accrued during the period in
which the indebtedness was held.

In the case of a partial principal payment on indebtedness subject to
the market discount rules, Section 1276 of the Code requires that such payment
be included in gross income as ordinary income to the extent such payment does
not exceed the market discount that has accrued during the period such
indebtedness was held. The

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amount of any accrued market discount later required to be included in income
upon a disposition, or subsequent partial principal payment, will be reduced by
the amount of accrued market discount previously included in income.

Market discount generally accrues under either a straight line method
or, at the election of the taxpayer, a constant interest rate method. However,
in the case of installment obligations (such as the Equipment Notes),
determination of the manner in which market discount is to be accrued has been
left to Treasury regulations not yet issued. Until such Treasury regulations
are issued, the Conference Committee Report to the Tax Reform Act of 1986 (the
"Conference Report") indicates that holders of installment obligations with
market discount may elect to accrue market discount either (i) on the basis of
a constant interest rate or (ii) by treating as accrued market discount an
amount equal to total remaining market discount times a fraction, the numerator
of which is the amount of stated interest paid in the accrual period and the
denominator of which is the total amount of stated interest remaining to be
paid on the installment obligation as of the beginning of such period.

Under Section 1277 of the Code, if in any taxable year interest paid
or accrued on indebtedness incurred or continued to purchase or carry
indebtedness subject to the market discount rules exceeds the interest
currently includible in income with respect to such indebtedness, deduction of
the excess interest must be deferred to the extent of the market discount
allocable to the taxable year. The deferred portion of any interest expense
will generally be deductible when such market discount is included in income
upon the sale or other disposition (including repayment) of the indebtedness.

A taxpayer may elect to include market discount in gross income
currently. If such election is made, the rules of Sections 1276 and 1277
(described above) will not apply to the taxpayer.

PREMIUM

A Certificate Owner will generally be considered to have acquired an
interest in an Equipment Note at a premium to the extent the purchaser's tax
basis allocable to such interest exceeds the remaining principal amount of the
Equipment Note allocable to such interest. In that event, a Certificate Owner
who holds a Pass Through Certificate as a capital asset may elect to amortize
that premium as an offset to interest income under Section 171 of the Code,
with corresponding reductions in the Certificate Owner's tax basis in its
interest in the Equipment Note. Generally, such amortization is on a constant
yield basis. However, in the case of installment obligations (such as the
Equipment Notes), the Conference Report indicates a Congressional intent that
amortization will be in accordance with the same rules that will apply to the
accrual of market discount on installment obligations (see the discussion
above).

In the case of obligations that may be called at a premium prior to
maturity (such as the Equipment Notes), amortizable bond premium may be
determined by reference to an early call date. Due to the complexities of the
amortizable premium rules, particularly where there is more than one possible
call date and the amount of any premium is uncertain Certificate Owners are
urged to consult their own tax advisors as to the amount of any amortizable
premium.

BACKUP WITHHOLDING

Payments made on the Pass Through Certificates and proceeds from the
sale of the Pass Through Certificates to or through certain brokers may be
subject to a "backup" withholding tax of 31% unless the Certificate Owner
complies with certain reponing procedures or is an exempt recipient under
Section 6049(b)(4) of the Code. Any such withheld amounts will be allowed as
a credit against the Certificate Owner's federal income tax.

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CERTAIN ILLINOIS TAXES

The Pass Through Trustee is a national banking association with its
principal corporate trust office in Illinois. Neal Gerber & Eisenberg, counsel
to the Company, has advised the Company that, in its opinion, under currently
applicable law, assuming that the Pass Through Trust is not taxable as a
corporation, but, rather, is classified as a grantor trust under subpart E,
Part I of Subchapter J of the Code, (i) the Pass Through Trust will not be
subject to any tax (including, without limitation, net or gross income,
tangible or intangible property, net worth, capital, franchise or doing
business tax), fee or other governmental charge under the laws of the State of
Illinois or any political subdivision thereof and (ii) Certificate Owners who
are not residents of or otherwise subject to tax in Illinois will not be
subject to any tax (including, without limitation, net or gross income,
tangible or intangible property, net worth, capital, franchise or doing
business tax), fee or other governmental charge under the laws of the State of
Illinois or any political subdivision thereof solely as a result of purchasing,
holding (including receiving payments with respect to) or disposing of a Pass
Through Certificate, except to the extent the Indenture Trustee forecloses on
the Equipment and any of the Equipment is located in Illinois or to the extent
the indenture trust or the Pass Through Trust engages in business in Illinois
as a result of such foreclosure. Neither the Pass Through Trust nor the
Certificate Owners will be indemnified for any state or local taxes imposed on
them, the imposition of which on the Pass Through Trust could reduce the
amounts available for distribution to the Certificate Owners of the Pass
Through Trust. In general, should a Certificate Owner or the Pass Through
Trust be subject to any state or local tax which would not be imposed if the
Pass Through Trustee were located in a different jurisdiction in the United
States, the Pass Through Trustee will resign and a new Pass Through Trustee in
such other jurisdiction will be appointed.

ERISA CONSIDERATIONS

Pass Through Certificates may be purchased by an employee benefit plan
(a "Plan") subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). A fiduciary of a Plan must determine that the purchase of a
Pass Through Certificate is consistent with its fiduciary duties under ERISA
and does not result in a non-exempt prohibited transaction as defined in
Section 406 of ERISA or Section 4975 of the Code. Employee benefit plans which
are governmental plans (as defined in Section 3(33) of ERISA) and certain
church plans (as defined in Section 3(33) of ERISA) are not subject to the
fiduciary responsibility provisions of ERISA. Any Plan that purchases a Pass
Through Certificate must be an "accredited investor" as defined in Rule
501(a)(1) of Regulation D promulgated under the Securities Act.

The United States Department of Labor has granted to Salomon Brothers
Inc an administrative exemption (Prohibited Transaction Exemption 89-89,
Exemption Application No. D-6446, 54 Fed. Reg. 42,589 (1989) as amended, 55
Fed. Reg. 48,939 (1990)) (the "Exemption") from certain of the prohibited
transaction rules of ERISA and the Code with respect to the initial purchase,
the holding and the subsequent resale by a Plan of certificates in certain pass
through trusts, the assets of which consist of secured credit instruments that
bear interest, including qualified equipment notes secured by leases. A number
of conditions must be satisfied in order for the Exemption to apply, including
the requirement that at the time of their purchase by a Plan the Pass Through
Certificates have a specified credit rating. Under the Exemptions an equipment
note secured by a lease will be considered qualified only if it is a note (a)
which is secured by equipment which is leased, (b) which is secured by the
obligation of the lessee to pay rent under the equipment lease and (c) with
respect to which the trust's security interest is at least as protective of the
rights of the trust as the trust would have if the equipment note were secured
only by the equipment and not by the lease.

It is not clear whether the Exemption applies to participant directed
plans described in Section 404(c) of ERISA or plans that are subject to Section
4975 of the Code but not Title I of ERISA, such as individual retirement plans
and certain plans for self-employed individuals. In addition, there are
various other terms and conditions to the applicability of the Exemption.
Accordingly, each fiduciary of a Plan should independently determine if its
purchase of a Pass Through Certificate will require an exemption, and if so,
whether the Exemption applies to the purchase, or whether any other prohibited
transaction exemption is available.

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UNDERWRITING

Under the terms of and subject to the conditions contained in an
Underwriting Agreement dated the date hereof, Salomon Brothers Inc (the
"Underwriter") has agreed to purchase from the Pass Through Trustee the entire
$100,000,000 aggregate principal amount of Pass Through Certificates.

The Underwriting Agreement provides that the obligation of the
Underwriter to pay for and accept delivery of the Pass Through Certificates is
subject to, among other things, the approval of certain legal matters by its
counsel and certain other conditions. The Underwriter is obligated to take and
pay for all of the Pass Through Certificates to be purchased by it if any are
taken.

The Underwriter proposes to offer all or part of the Pass Through
Certificates directly to the public at the public offering price per Pass
Through Certificate set forth on the cover page of this Prospectus and may
offer a portion of the Pass Through Certificates to dealers at a price which
represents a concession not in excess of %. The Underwriter may allow,
and such dealers may reallow, concessions not in excess of % to certain
other dealers. After the initial public offering, the public offering price
and such concessions may be changed.

The Company has agreed to indemnify the Underwriter and the
Underwriter has agreed to indemnify the Company against certain liabilities,
including liabilities under the Securities Act.

The Company does not intend to apply for listing of the Pass Through
Certificates on a national securities exchange, but has been advised by the
Underwriter that the Underwriter presently intends to make a market in the Pass
Through Certificates, as permitted by applicable laws and regulations. The
Underwriter is not obligated, however, to make a market in the Pass Through
Certificates and any such market making may be discontinued at any time at the
sole discretion of the Underwriter. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the Pass Through Certificates.

LEGAL OPINIONS

The validity of the Pass Through Certificates is being passed upon for
the Company by Neal Gerber & Eisenberg, Chicago, Illinois, and for the
Underwriters by Mayer, Brown & Platt, New York, New York. Both Neal Gerber &
Eisenberg and Mayer, Brown & Platt will rely on the opinion of the Law
Department of The First National Bank of Chicago as to matters relating to the
authorization, execution, authentication, issuance and delivery of the Pass
Through Certificates under the Agreement.

EXPERTS

The consolidated financial statements and the related schedules of
Union Tank Car Company included in its Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 have been audited by Ernst & Young LLP,
independent auditors, as set forth in its report thereon which is incorporated
herein by reference. The report on such consolidated financial statements and
related schedules is incorporated herein by reference in reliance upon the
authority of such firm as experts in accounting and auditing.

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APPENDIX I

GLOSSARY OF CERTAIN TERMS

The following is a glossary of certain terms used in this Prospectus.
The definitions of terms used in this glossary that are also used in the
Agreements, Indentures, Leases or Participation Agreements are qualified in
their entirety by reference to the definitions of such terms contained therein.

"Agreement" means the Pass Through Trust Agreement by and among ,
as Pass Through Trustee, and the Company, pursuant to which the two separate
Union Tank Car Company 1994-A Pass Through Trust will be formed.

"Basic Rent" means, with respect to any Unit, all scheduled rent
payable by the Company pursuant to each Lease.

"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which commercial banking institutions are authorized or required by law,
regulation or executive order to be closed in New York, New York, Chicago,
Illinois, the city and state (if different from the foregoing) in which the
principal corporate trust office of the Owner Trustee is located, or, until the
lien of the Indenture has been discharged, the city and state (if different
from the foregoing) in which the principal corporate trust office of the
Indenture Trustee is located.

"Certificate Account" means the one or more accounts established and
maintained pursuant to an Agreement for the benefit of the Certificateholders
of the Pass Through Trust, for the deposit of payments representing Scheduled
Payments on the Equipment Notes held in the Pass Through Trust.

"Certificateholder" means any holder of a Pass Through Certificate.

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

"Equipment Cost" means the cost to an Owner Trust of Equipment
purchased by it from the Company.

"Equipment Notes" means the equipment notes issued on a nonrecourse
basis by the Owner Trustees pursuant to the Indentures and Indenture
Supplements.

"Event of Default" means, with respect to an Agreement, the occurrence
and continuance of an Indenture Default under one or more of the Indentures.

"Event of Loss" means each of the events designated as such in a Lease.

"Indenture" means each of the three separate Trust Indenture and
Security Agreements to be entered into with respect to certain designated
groups of Equipment between an Owner Trustee and the Indenture Trustee and
pursuant to which such Owner Trustee will issue the Equipment Notes with
respect to such groups of Equipment, as such Trust Indenture and Security
Agreements may from time to time be amended or supplemented.

"Indenture Default" means each of the events designated as an
"Indenture Event of Default" in an Indenture. For a description of certain
events constituting Indenture Defaults, see "Description of the Equipment
Notes--Indenture Defaults, Notice and Waiver."

"Indenture Trustee" means The First National Bank of Chicago, in its
capacity as indenture trustee under each Indenture, and its successors and
assigns thereunder.

<PAGE> 48

"Lease" means each of the three separate Lease Agreements to be
entered into with respect to the Equipment subject thereto between an Owner
Trustee and the Company, as such Lease Agreements may from time to time be
amended or supplemented.

"Lease Default" means any event which, with notice or the passage of
time or both, would become a Lease Event of Default.

"Lease Event of Default" means each of the events designated as an
event of default in a Lease. For a description of certain events constituting
Lease Events of Default, see "Description of the Equipment Notes--The
Leases--Lease Events of Default."

"Owner Participant" means the owner participant for whose benefit an
Owner Trustee owns Equipment leased to the Company pursuant to a Lease and its
permitted successors and assigns.

"Owner Trustee" means , not in
its individual capacity but solely as trustee of three separate owner trusts,
each for the benefit of an Owner Participant, its successors and assigns.

"Participation Agreement" means each of the three separate
Participation Agreements to be entered into in connection with the leveraged
lease financing of the Equipment, as such Participation Agreements may from
time to time be amended or supplemented.

"Pass Through Certificate" means each of the Pass Through
Certificates, Series 1994-A to be issued by the Pass Through Trustee pursuant
to the Agreement.

"Pass Through Trust" means the Union Tank Car Company 1994-A Pass
Through Trust to be formed pursuant to the Agreement.

"Pass Through Trustee" means The First National Bank of Chicago, in
its capacity as Pass Through Trustee under the Agreement, and each other person
which may from time to time act as successor Pass Through Trustee under the
Agreement.

"Permitted Investment" means each of (i) direct obligations of the
United States of America and agencies thereof, (ii) obligations fully
guaranteed by the United States of America, (iii) certificates of deposit
issued by, or bankers' acceptances of, or time deposits with, any bank, trust
company or national banking association incorporated or doing business under
the laws of the United States of America or one of the States thereof having
combined capital and surplus and retained earnings of at least $100,000,000,
having general obligations rated at least A1 by Moody's Investors Service, Inc.
or A+ by Standard & Poor's Corporation (but excluding any new investment as to
which there is a public announcement by the rating agency providing a rating
thereon that such rating is under consideration for a possible downgrade below
A1 or A+, as the case may be), including the Owner Trustee in its individual
capacity or the Indenture Trustee in its individual capacity if such conditions
are met, (iv) commercial paper of any holding company of a bank, trust company
or national banking association described in clause (iii), (v) bearer note
deposits with, or certificates of deposit issued by, or promissory notes of,
any subsidiary incorporated under the laws of Canada (or any province thereof)
of any bank, trust company or national banking association described in clause
(iii), (vi) commercial paper of companies having a rating of A-1/P-1 or better
assigned to such commercial paper by Standard & Poor's Corporation or Moody's
Investors Service, Inc. (or, if neither such organization shall rate such
commercial paper at any time, by any nationally recognized rating organization
in the United States of America), (vii) U.S. dollar-denominated certificates of
deposit issued by, or time deposits with, the European subsidiaries of any
bank, trust company or national banking association described in clause (iii),
(viii) Canadian Treasury Bills fully hedged to U.S. dollars, (ix) bonds, notes
or other obligations of any state of the United States of America, or any
political subdivision of any such state, or any agencies or other
instrumentalities of any such state, including, but not limited to, industrial
development bonds, pollution control

I-2
<PAGE> 49
revenue bonds, public power bonds, housing bonds, other revenue bonds or any
general obligation bonds; provided that, at the time of their purchase, such
obligations are rated in the highest rating category by Standard & Poor's
Corporation or Moody's Investors Service, Inc. (or, if neither such
organization shall rate such obligations at such time, by any nationally
recognized rating organization in the United States of America), and (x) bonds
or other debt instruments of any company, if such bonds or other debt
instruments, at the time of their purchase, are rated in the highest rating
category by Standard & Poor's Corporation or Moody's Investors Service, Inc.
(or, if neither such organization shall rate such obligations at such time, by
any nationally recognized rating organization in the United States of America);
provided that no investment shall be eligible as and included within the
definition of the term "Permitted Investment" unless either (x) the final
maturity or date of return of such investment is equal to one year or less from
the date of purchase thereof or (y) in the case of any investment referred to
in the foregoing clause (i) or (ii) only, such investment has a final maturity
or date of return greater than one year from the date of purchase thereof and
closing prices on a national securities exchange or bid and asked prices,
closing prices or yields to maturity for such investment are reported in The
Wall Street Journal (or if The Wall Street Journal is not at the time published
or ceases to report such prices, such prices are reported by any other
publication of nationally recognized standing of general circulation in New
York City).

"Pool Balance" means, for the Pass Through Trust, as of any Regular
Distribution Date or Special Distribution Date, the aggregate unpaid principal
amount of the Equipment Notes held in the Pass Through Trust plus any amounts
in respect of principal on such Equipment Notes held by the Pass Through
Trustee and not yet distributed plus any proceeds of the sale of the Pass
Through Certificates held in the Pass Through Trust and not yet used to
purchase Equipment Notes. The Pool Balance as of any Regular Distribution Date
or Special Distribution Date shall be computed after giving effect to the
payment of principal, if any, of the Equipment Notes and distribution thereof
to be made on that date.

"Pool Factor" means, for the Pass Through Trust, as of any Regular
Distribution Date or Special Distribution Date, if any, the quotient (rounded
to the seventh decimal place) computed by dividing (i) the Pool Balance by (ii)
the aggregate original principal amount of Pass Through Certificates issued by
the Pass Through Trust. The Pool Factor for the Pass Through Trust as of any
Regular Distribution Date or Special Distribution Date shall be computed after
giving effect to the payment of principal, if any, on the Equipment Notes held
in the Pass Through Trust and distribution thereof to be made on that date.

"Record Date" means the fifteenth day preceding a Regular Distribution
Date or Special Distribution Date.

"Registrar" shall have the meaning specified in Section 2.3 of the
Indenture.

"Regular Distribution Date" means January 2 and July 2 of each year,
commencing July 2, 1995.

"Scheduled Payment" means each payment of principal of or interest on
an Equipment Note scheduled to be received by the Pass Through Trustee on
January 2 or July 2 of each year, commencing July 2, 1995 until the final
distribution date for the Pass Through Trust, which payment represents the
payment of principal at stated maturity of, or the scheduled repayment of
principal of, such Equipment Note, or the regularly scheduled payment of
interest accrued on such Equipment Note.

"Special Distribution Date" means the second day of any month.

"Special Payment" means any payment of principal, Make-Whole Amount,
if any, and interest received by the Pass Through Trustee on account of the
prepayment, if any, of the Equipment Notes (or portion thereof) held in the
Pass Through Trust; any payment received by the Pass Through Trustee following
an Indenture Default in respect of the Equipment Notes held in the Pass Through
Trust, including payments received by the Pass Through Trustee on account of
the purchase by the applicable Owner Trustee of such Equipment Notes; payments
received by the Pass Through Trustee on account of the sale by it of such
Equipment Notes; and any return of escrowed

I-3
<PAGE> 50
funds which have not been used to purchase Equipment Notes plus any payment of
amounts received by the Pass Through Trustee representing interest that would
have been paid on such escrowed funds had Equipment Notes been purchased with
such escrowed funds.

"Specified Investments" means (i) direct obligations of the United
States of America and agencies thereof for which the full faith and credit of
the United States of America is pledged, (ii) obligations fully guaranteed by
the United States of America, (iii) certificates of deposit issued by, or
bankers' acceptances of, or time deposits with, any bank, trust company or
national banking association incorporated or doing business under the laws of
the United States of America or one of the States thereof having combined
capital and surplus and retained earnings of at least $500,000,000 (including
any Indenture Trustee or Owner Trustee, in their respective individual
capacities if such conditions are met), (iv) commercial paper of companies,
banks, trust companies or national banking associations incorporated or doing
business under the laws of the United States of America or one of the States
thereof and in each case having a rating of A-1/P-1 or better assigned to such
commercial paper by Standard & Poor's Corporation or Moody's Investors Service,
Inc. (or, if neither such organization shall rate such commercial paper at any
time, by any nationally recognized rating organization in the United States of
America) and (v) repurchase agreements with any financial institution having a
combined capital and surplus of at least $750,000,000 fully collateralized by
obligations of the type described in clauses (i) through (iv) above; provided,
however, that if all of the above investments are unavailable, the entire
amount to be invested may be used to purchase Federal Funds from an entity
described in (iii) above: and provided, further, that no investment shall be
eligible as a "Specified Investment" unless the final maturity or date of
return of such investment occurs no later than December 31, 1994.

"Special Payment Account" means the one or more accounts established
and maintained pursuant to the Agreement and for the benefit of the
Certificateholders of such Pass Through Trust, for the deposit of payments
representing Special Payments.

"Stipulated Loss Value" means, as to a Unit, the amount payable under
a Lease upon the occurrence of an Event of Loss with respect to such Unit
subject to such Lease.

"Termination Value" means, as to a Unit, the amount required to be
received by an Owner Trustee under a Lease following certain early terminations
of such Lease with respect to such Unit.

I-4
<PAGE> 51

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITER. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.

_________________

TABLE OF CONTENTS

Page

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . 2

REPORTS TO CERTIFICATEHOLDERS BY THE TRUSTEE . . . . . 2

DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . 2

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . 4

FORMATION OF THE PASS THROUGH TRUST . . . . . . . . . . 11

DESCRIPTION OF PAYMENT FLOWS . . . . . . . . . . . . . 12

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . 13

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . 14

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . 15

SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . 16

DESCRIPTION OF THE PASS THROUGH CERTIFICATES . . . . . 18

DESCRIPTION OF THE EQUIPMENT NOTES . . . . . . . . . . 28

CERTAIN FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . 41

CERTAIN ILLINOIS TAXES . . . . . . . . . . . . . . . . 43

ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . 44

UNDERWRITING . . . . . . . . . . . . . . . . . . . . . 44

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . 45

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . 45

GLOSSARY OF CERTAIN TERMS . . . . . . . . . . Appendix I

_____________________

UNTIL MARCH , 1995 (90 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE PASS THROUGH CERTIFICATES, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

$100,000,000

UNION TANK CAR COMPANY
1994-A PASS THROUGH
TRUST

PASS THROUGH CERTIFICATES,
SERIES 1994-A

SALOMON BROTHERS INC

PROSPECTUS

DATED , 1994

<PAGE> 52
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses (other than
underwriting discounts and commissions) to be incurred by the registrant in
connection with the offering described in this Registration Statement:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee . . . . . . $34,483
Blue Sky filing and counsel fees . . . . . . . . . . . . . . . . *
Trustees' fees and expenses . . . . . . . . . . . . . . . . . . *
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . *
Auditors' fees and expenses . . . . . . . . . . . . . . . . . . *
Attorneys' fees and expenses . . . . . . . . . . . . . . . . . . *
Rating agency fees . . . . . . . . . . . . . . . . . . . . . . . *
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . *
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
==========
</TABLE>

* To be provided by amendment

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, Article Sixth of
the Company's Restated Certificate of Incorporation and Article VIII of the
Company's By-Laws authorize and empower the Company to indemnify its directors,
officers, employees and agents against liabilities incurred in connection with,
and related expenses resulting from, any claim, action or suit brought against
any such person as a result of such person's relationship with the Company,
provided that such persons acted in accordance with a stated standard of
conduct in connection with the acts or events on which such claim, action or
suit is based. The finding of either civil or criminal liability on the pan of
such persons in connection with such acts or events is not necessarily
determinative of the question of whether such persons have met the required
standard of conduct and are, accordingly, entitled to be indemnified.

Reference is made to Section 8 of the form of Underwriting Agreement
filed as Exhibit I hereto for provisions regarding indemnification of the
Company and its officers, directors and controlling persons against certain
liabilities.

ITEM 16. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS

1 -- Form of Underwriting Agreement.

4(a)(1) -- Form of Pass Through Trust Agreement between the Pass
Through Trustee and the Company relating to the Pass Through
Certificates.

4(a)(2) -- Form of Pass Through Certificates (included in Exhibit
4(a)(1)).

4(b)(1) -- Form of Participation Agreement among the Company, the Owner
Participant, the Indenture Trustee, the Owner Trustee and
the Pass Through Trustee relating to each separate leveraged
lease transaction.*
<PAGE> 53
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS

4(b)(2) -- Form of Lease Agreement between the Company and the Owner
Trustee.**

4(b)(3) -- Form of Trust Indenture and Security Agreement between the
Indenture Trustee and the Owner Trustee.*

4(b)(4) -- Form of Equipment Note (included in Exhibit 4(b)(3)).

4(b)(5) -- Form of Trust Agreement between the Owner Participant and
the Owner Trustee.**

5 -- Opinion of Neal Gerber & Eisenberg, counsel for the
Company.**

8 -- Tax Opinion of Neal Gerber & Eisenberg, counsel for the
Company.**

12 -- Computation of Ratios of Earnings to Fixed Charges.***

24(a) -- Consent of Ernst & Young LLP, Independent Auditors.

24(b) -- Consent of Neal Gerber & Eisenberg (to be included in
Exhibits 5 and 8).

25 -- Powers of Attorney.

26 -- Statement of Eligibility of Pass Through Trustee on Form
T-1.**

* Three separate Participation Agreements, Trust Indentures and Security
Agreements, Trust Agreements and Lease Agreements will be entered into
with respect to three separate leveraged lease transactions. Except
for differences in parties, dollar amounts, interest rates,
percentages and the like, there are no material details in which the
indicated agreements relating to such equipment not filed herewith
differ from the corresponding exhibit for the form of such document.

** To be filed by amendment.

*** The computation for each of the five fiscal years
ended December 31, 1993, 1992, 1991, 1990 and 1989 is incorporated
herein by reference to Exhibit 12 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993.

ITEM 17. UNDERTAKINGS

A. Undertaking Regarding Documents Subsequently Filed Under the
Exchange Act.

The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

B. Undertaking in Respect of Indemnification.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described under Item 15
above, or other vise, the Company has been advised that in the opinion of the
Commission such indemnification

II-2
<PAGE> 54
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

C. Undertakings Pursuant to Rule 430A

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 55
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Union Tank
Car Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on the 31st day of
October, 1994.

UNION TANK CAR COMPANY

/s/ ROBERT C. GLUTH
-----------------------------
Robert C. Gluth,
Executive Vice President,
Treasurer and Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 31st day of October, 1994.

Signature Title

/s/ JAY A. PRITZKER Chairman of the Board
- ------------------------------------- and Director
Jay A. Pritzker

/s/ ROBERT A. PRITZKER President and Director
- ------------------------------------- (principal executive officer)
Robert A. Pritzker

/s/ ROBERT C. GLUTH Executive Vice President,
- ------------------------------------- Treasurer and Director
Robert C. Gluth (principal financial and
accounting officer)

* /s/ KENNETH P. FISCHL Director
- -------------------------------------
Kenneth P. Fischl

*By: /s/ ROBERT C. GLUTH
- -------------------------------------
Robert C. Gluth
Attorney-in-Fact

II-4

<PAGE> 1
EXHIBIT 1

Union Tank Car Company

Pass Through Certificates, Series 1994-A

Underwriting Agreement

New York, New York
December __, 1994

Salomon Brothers Inc
7 World Trade Center
New York, New York 10048

Dear Gentlemen and Ladies:

Union Tank Car Company, a Delaware corporation (the "Company"), in connection
with the financing of the debt portions of three separate leveraged lease
transactions in which the Company is lessee, proposes that The First National
Bank of Chicago, as trustee (the "Pass Through Trustee") under the Pass Through
Trust Agreement, dated as of December __, 1994 (the "Pass Through Trust
Agreement"), between the Trustee and the Company, issue and sell to you, as
underwriter (the "Underwriter"), $100,000,000 aggregate principal amount of Pass
Through Certificates, Series 1994-A (the "Pass Through Certificates"), with an
interest rate of ____% and a final distribution date on _______________ .

As used in this Agreement, the terms "Certificateholder", "Equipment",
"Equipment Notes", "Indenture Estate", "Indenture Trustee", "Lease", "Lien",
"Operative Agreements", "Owner Trustee", "Participation Agreements", "Permitted
Liens", "Rent" and "Trust Property" shall have the meanings attributed to them
in each of the three separate Trust Indenture and Security Agreements, each
dated as of December __, 1994, between the Owner Trustee and the Indenture
Trustee (each an "Indenture"). All other capitalized terms used herein shall,
for the purposes hereof, have the meanings attributed to them in this
Agreement.

1. Representations and Warranties. The Company represents and warrants to,
and agrees with you, that:

<PAGE> 2
(a) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933, as amended (the "Act"), and has filed
with the Securities and Exchange Commission (the "Commission") a
registration statement (file number _________) on such Form, including a
related Preliminary Prospectus (as hereinafter defined), for the
registration under the Act of the offering and sale of the Pass Through
Certificates. The Company may have filed one or more amendments
thereto, including the related Preliminary Prospectus, each of which has
previously been furnished to you. The Company will next file with the
Commission one of the following: (i) prior to effectiveness of such
registration statement, a further amendment to such registration
statement, including the form of final prospectus or (ii) a final
prospectus in accordance with Rules 430A and 424(b)(1) or (4) under the
Act. In the case of clause (ii), the Company has included in such
registration statement, as amended at the Effective Date (as hereinafter
defined) all information (other than Rule 430A Information (as
hereinafter defined)) required by the Act and the rules thereunder to be
included in the Prospectus (as hereinafter defined) with respect to the
Pass Through Certificates and the offering thereof. As filed, such
amendment and form of final prospectus, or such final prospectus, shall
contain all Rule 430A Information, together with all other such required
information, with respect to the Pass Through Certificates and the
offering thereof and, except to the extent you shall agree in writing to
a modification, shall be in all substantive respects in the form
furnished to you prior to the Execution Time (as hereinafter defined)
or, to the extent not completed at the Execution Time, shall contain
only such specific additional information and other changes (beyond that
contained in the latest Preliminary Prospectus) as the Company has
advised you, prior to the Execution Time, will be included or made
therein.

(b) On the Effective Date (as hereinafter defined), the
Registration Statement did or will, and when the Prospectus is first
filed (if required) in accordance with Rule 424(b) and on the Closing
Date (as hereinafter defined), the Prospectus (as hereinafter defined)
(and any supplements thereto) will, comply in all material respects with
the applicable requirements of the Act and the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the respective rules and
regulations thereunder; on the Effective Date, the Registration
Statement (as hereinafter defined) did not or will not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein not misleading; on the Effective Date and on the
Closing Date (as hereinafter defined), the Pass Through Trust Agreement
did or will comply in all material respects with the requirements of the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the rules thereunder; and, on the Effective Date, the Prospectus, if not
filed pursuant to Rule 424(b), did not or will not, and on the date of
any filing pursuant to Rule 424(b) and on the Closing Date, the
Prospectus (together with any supplement thereto) will not, include any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements

- 2 -

<PAGE> 3
therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no
representations or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the Pass
Through Trustee and (ii) the information contained in or omitted from
the Registration Statement or the Prospectus (or any supplement thereto)
in reliance upon and in conformity with information furnished in writing
to the Company by you specifically for use in connection with the
preparation of the Registration Statement or the Prospectus (or any
supplement thereto).

(c) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "Effective Date" shall mean each
date that the Registration Statement and any post-effective amendment or
amendments thereto became or become effective. "Execution Time" shall
mean the date and time that this Agreement is executed and delivered by
the parties hereto. "Preliminary Prospectus" shall mean any preliminary
prospectus referred to in paragraph (a) above, and any preliminary
prospectus included in the Registration Statement at the Effective Date
that omits Rule 430A Information. "Prospectus" shall mean the
prospectus relating to the Pass Through Certificates that is first filed
pursuant to Rule 424(b) after the Execution Time or, if no filing
pursuant to Rule 242(b) is required, shall mean the form of final
prospectus relating to the Pass Through Certificates included in the
Registration Statement at the Effective Date. "Registration Statement"
shall mean the registration statement referred to in paragraph (a)
above, including incorporated documents, exhibits and financial
statements, as amended at the Execution Time (or, if not effective at
the Execution Time, in the form in which it shall become effective) and,
in the event any post-effective amendment thereto becomes effective
prior to the Closing Date (as hereinafter defined), shall also mean such
registration statement as so amended. Such term shall include any Rule
430A Information deemed to be included therein at the Effective Date as
provided by Rule 430A. "Rule 424", "Rule 430A" and "Regulation S-K"
refer to such rules or regulation under the Act. "Rule 430A
Information" means information with respect to the Pass Through
Certificates and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.
Any reference herein to the Registration Statement, a Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form
S-3 which were filed under the Exchange Act on or before the Effective
Date or the issue date of such Preliminary Prospectus or the Prospectus,
as the case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement,
any Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act after the
Effective Date of the Registration Statement, or, the issue date of any
Preliminary Prospectus or the Prospectus, as the case may be, deemed to
be incorporated therein by reference.

- 3 -

<PAGE> 4
(d) The consolidated financial statements incorporated by
reference in the Registration Statement and Prospectus present fairly
the consolidated financial position of the Company and its subsidiaries
as at the dates indicated and the consolidated results of their
operations and cash flows for the periods specified and have been
prepared in conformity with generally accepted accounting principles
applied on a consistent basis during the periods involved, except as
indicated therein, and the supporting schedules incorporated by
reference in the Registration Statement present fairly the information
required to be stated therein.

(e) The documents incorporated by reference in the Prospectus,
at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the requirements
of the Exchange Act, and the rules and regulations thereunder.

(f) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise stated therein or contemplated thereby, there has been no
material adverse change in the condition, financial or otherwise,
results of operations or general affairs of the Company and its
subsidiaries, taken as a whole.

(g) The Company and each Significant Subsidiary (with such
term having the meaning attributed to it under Rule 405 under the Act)
has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority to own
its properties and conduct its business as described in the Prospectus,
and is duly qualified to do business as a foreign corporation and is in
good standing under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or conducts
material business, except in such jurisdictions in which the failure to
so qualify would not have a material adverse effect on the Company and
its subsidiaries taken as a whole.

(h) The execution and delivery by the Company of this
Agreement, the Participation Agreements, the Pass Through Trust
Agreement and the Leases and other Operative Agreements to which the
Company is, or is to be, a party, the consummation by the Company of the
transactions herein and therein contemplated, and the compliance by the
Company with the terms hereof and thereof do not and will not conflict
with, or result in a breach of any of the terms or provisions of, or
constitute a default under, the Certificate of Incorporation or By-laws,
as amended, of the Company or any of its subsidiaries or any material
indenture, mortgage, or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which any of their
respective properties are bound, or any applicable law, rule,
regulation, judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over
the Company or

- 4 -

<PAGE> 5
any of its subsidiaries or any of their respective properties;
and, assuming due authorization, execution and delivery by all parties
thereto other than the Company, no consent, approval, authorization,
order or license of, or filing with or notice to any government,
governmental instrumentality, regulatory body or authority or court,
domestic or foreign, is required for the valid authorization, issuance
and delivery of the Pass Through Certificates and the Equipment Notes,
the valid authorization, execution, delivery and performance by the
Company of this Agreement, the Participation Agreements, the Pass
Through Trust Agreement and the Leases and other Operative Agreements to
which the Company is, or is to be, a party, or the consummation by the
Company of the transactions contemplated by this Agreement, the
Participation Agreements, the Pass Through Trust Agreement and the
Leases and other Operative Agreements to which the Company is, or is to
be, a party, except (w) such as are required under the Act, the Trust
Indenture Act and the securities or Blue Sky laws of the various states,
(x) such filings, recordings or registrations with the Interstate
Commerce Commission and under Section 90 of the Railway Act of Canada as
may be required, (y) the filing of Uniform Commercial Code financing
statements in various jurisdictions and the filing of continuation
statements with respect thereto required to be filed at periodic
intervals under the Uniform Commercial Code and (z) such other filings,
recordings or registrations as may be required under the Operative
Agreements.

(i) This Agreement, the Participation Agreements, the Pass
Through Trust Agreement and the Leases and other Operative Agreements to
which the Company is, or is to be, a party, have each been duly
authorized by the Company and, when executed and delivered by the
Company, will constitute valid and binding obligations of the Company,
and the Pass Through Trust Agreement will have been duly qualified under
the Trust Indenture Act. On the Closing Date (as hereinafter defined),
the Leases and other Operative Agreements to which the Company is, or is
to be, a party will constitute the valid and binding obligations of the
Company. The Pass Through Certificates, the Equipment Notes, the
Indentures, the Participation Agreements, the Pass Through Trust
Agreement and the Leases and other Operative Agreements to which the
Company is, or is to be, a party will conform in all material respects
to the descriptions thereof in the Prospectus.

(j) Ernst & Young, who reported on the consolidated financial
statements of the Company as of December 31, 1993 and for the year then
ended, which statements are incorporated by reference in the
Registration Statement and Prospectus, were, as of the date of its
report on such consolidated financial statements, independent auditors
as required by the Act and the rules and regulations thereunder.

(k) The Pass Through Certificates, when duly executed,
authenticated and delivered by the Pass Through Trustee in accordance
with the terms of the Pass Through Trust Agreement and this Agreement,
will be duly issued under the Pass

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<PAGE> 6
Through Trust Agreement and will constitute valid and binding
obligations of the Pass Through Trustee; and the holders thereof will be
entitled to the benefits of the Pass Through Trust Agreement.

(l) Assuming due authorization, execution and delivery of the
Equipment Notes to be issued under each Indenture by the related Owner
Trustee and due authentication of such Equipment Notes by the Indenture
Trustee in accordance with the terms of such Indenture, the Equipment
Notes will be duly issued under such Indenture and will constitute valid
and binding obligations of such Owner Trustee; and the holders thereof
will be entitled to the benefits of such Indenture.

2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to request the Pass Through Trustee to sell to the Underwriter, and the
Underwriter agrees to purchase from the Pass Through Trustee, at a purchase
price of 100% of the principal amount thereof, the Pass Through Certificates.

As compensation to the Underwriter for its commitment and obligations
hereunder in respect of the Pass Through Certificates, including its undertaking
to distribute the Pass Through Certificates, the Owner Trustees have, pursuant
to Section [2.5] of the Participation Agreements, undertaken to pay, or if the
Owner Trustees do not pay when due, the Company will pay when due, to the
Underwriter an amount equal to ____% of the original principal amount of the
Pass Through Certificates. Such payment shall be made simultaneously with the
payment by the Underwriter to the Pass Through Trustee of the purchase price of
the Pass Through Certificates as specified in Section 3 hereof. Payment of such
compensation shall made by Federal funds check or other immediately available
funds to the order of Salomon Brothers Inc.

3. Delivery and Payment. Delivery of and payment for the Pass Through
Certificates shall be made at the offices of Neal Gerber & Eisenberg, Two North
La Salle Street, Chicago, Illinois, at 10:00 a.m. C.D.T., on _______, 1994 or
such later date and time (not later than _______, 1994) as the Company and you
shall determine (such date and time of delivery and payment for the Pass Through
Certificates being herein called the "Closing Date"). Delivery of the Pass
Through Certificates shall be made to your account at The Depository Trust
Company against payment by you of the purchase price thereof to or upon the
order of the Pass Through Trustee by Federal funds check or other immediately
available funds. The Pass Through Certificates shall be registered in such
names and in such denominations as you may request not less than three full
business days in advance of the Closing Date or such other date as may be agreed
upon.

The Company agrees to have the Pass Through Certificates available for
inspection, checking and packaging by you in New York City, not later than 1:00
p.m. (New York City time) on the business day prior to the Closing Date.

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<PAGE> 7
4. Offering by Salomon Brothers Inc. It is understood that, after the
Registration Statement becomes effective, you propose to offer the Pass Through
Certificates for sale to the public as set forth in the Prospectus.

5. Agreements. The Company agrees with you that:

(a) The Company will use its reasonable best efforts to cause
the Registration Statement, if not effective at the Execution Time, and
any amendment thereof, to become effective and the Pass Through Trust
Agreement to be qualified under the Trust Indenture Act. The Company
will not file any amendment of the Registration Statement or supplement
to the Prospectus unless the Company has furnished you a copy for your
review prior to filing and will not file any such proposed amendment or
supplement to which you reasonably object. Subject to the foregoing
sentence, if filing of the prospectus is required under Rule 424(b), the
Company will cause the Prospectus, properly completed, and any
supplement thereto to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period prescribed
and will provide evidence satisfactory to you of such timely filing.
The Company will promptly advise you (i) when the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, shall have become effective, (ii) when the Prospectus, and any
supplement thereto, shall have been filed (if required) with the
Commission pursuant to Rule 424(b), (iii) when, prior to termination of
the offering of the Pass Through Certificates, any amendment to the
Registration Statement shall have been filed or become effective, (iv)
of any request by the Commission for any amendment of the Registration
Statement or supplement to the Prospectus or for any additional
information, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose (and the
Company agrees that it will use its reasonable best efforts to prevent
the issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof), (vi) of the receipt by the Company of
any notification with respect to the suspension of the qualification of
the Pass Through Certificates for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose and (vii)
during the period when a prospectus relating to the Pass Through
Certificates is required to be delivered under the Act, of the mailing
or the delivery to the Commission for filing of any document to be filed
pursuant to the Exchange Act.

(b) If, at any time when a prospectus relating to the Pass
Through Certificates is required to be delivered under the Act, any
event occurs as a result of which the Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or if
it shall be necessary to amend the Registration Statement or supplement
the Prospectus to comply with the Act or the Exchange Act or the

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<PAGE> 8
respective rules and regulations thereunder, the Company
promptly will prepare and file with the Commission, subject to paragraph
(a) of this Section 5, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance.

(c) As soon as practicable, the Company will make generally
available to its security holders and to the Underwriter an earnings
statement or statements of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and the applicable
rules and regulations thereunder.

(d) The Company will furnish to you and your counsel, without
charge, signed copies of the Registration Statement (including exhibits
thereto) and, so long as delivery of a prospectus by you or a dealer may
be required by the Act, as many copies of each Preliminary Prospectus
and the Prospectus and any amendments thereof and supplements thereto as
you may reasonably request. The Company will pay the expenses of
printing all documents relating to the offering.

(e) The Company will cooperate with you and your special
counsel to arrange for the qualification of the Pass Through
Certificates for sale under the laws of such jurisdictions as you may
reasonably designate, will maintain such qualifications in effect so
long as required for the distribution of the Pass Through Certificates
and will arrange for the determination of the legality of the Pass
Through Certificates for purchase by institutional investors; provided,
however, that the Company will not be required to qualify to do business
in any jurisdiction in order to effect such qualification.

(f) Between the date of this Agreement and the Closing Date,
the Company will not without your prior written consent offer, sell, or
enter into any agreement to sell, any public debt securities registered
under the Act (other than the Pass Through Certificates).

(g) The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter
92-198, An Act Relating to Disclosure of Doing Business with Cuba, and
the Company further agrees that if it commences engaging in business
with the government of Cuba or with any person or affiliate located in
Cuba after the date the Registration Statement becomes or have become
effective with the Commission or with the Florida Department of Banking
and Finance (the "Department"), whichever date is later, or if the
information reported in the Prospectus, if any, concerning the Company's
business with Cuba or with any person or affiliate located in Cuba
changes in any material way, the Company will provide the Department
notice of such business or change, as appropriate, in a form acceptable
to the Department.

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<PAGE> 9
6. Conditions to the Obligation of the Underwriter. Your obligation to
purchase the Pass Through Certificates shall be subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of
the Execution Time and the Closing Date, to the accuracy of the statements of
the Company made in any certificates delivered pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to
the following additional conditions:

(a) The Registration Statement shall have become effective not
later than (i) 5:00 p.m., New York City time, on the date of
determination of the public offering price, if such determination
occurred at or prior to 3:00 p.m., New York City time, on such date or
(ii) 12:00 noon on the business day following the day on which the
public offering price was determined, if such determination occurred
after 3:00 p.m., New York City time, on such date; if filing of the
Prospectus, or any supplement thereto, is required pursuant to Rule
424(b), the Prospectus, and any such supplement, will be filed in the
manner and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration Statement shall
have issued and no proceedings for that purpose shall have been
instituted or threatened.

(b) The Company shall have furnished to you and to Moody's
Investors Service and Standard and Poor's Corp. (together, the "Rating
Agencies"), if requested by you, the opinion of Neal Gerber & Eisenberg,
special counsel to the Company (incorporating and relying upon the
opinions of Osler, Hoskin & Harcourt, special Canadian counsel to the
Company, as to Canadian law matters, and Hogan & Hartson, special
Interstate Commerce Commission ("ICC") counsel to the Company, as to ICC
matters), dated the Closing Date, in form reasonably satisfactory to you
and to Mayer, Brown & Platt, special counsel of the Underwriter, to the
effect that:

(i) the Company and each Significant Subsidiary has
been duly incorporated and is validly existing as a corporation
in good standing under the laws of the jurisdiction in which it
is chartered or organized, with full corporate power and
authority to own its properties and conduct its business as
described in the Prospectus, and is duly qualified to do
business as a foreign corporation and is in good standing under
the laws of each jurisdiction with requires such qualification
wherein its owns or leases material properties or conducts
material business, except in such jurisdictions in which the
failure to so qualify would not have a material adverse effect
on the Company and its subsidiaries, taken as a whole.

(ii) the Company has the corporate power and authority
under Delaware law to perform its obligations hereunder and
under the Participation Agreements, the Pass Through Trust
Agreement, the Leases and other Operative Agreements to which
the Company is, or is to be, a party;

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<PAGE> 10
(iii) assuming that the Pass Through Certificates have
been duly authorized and validly executed, authenticated, issued
and delivered by the Pass Through Trustee pursuant to the Pass
Through Trust Agreement, the holders of the Pass Through
Certificates are entitled to the benefits of the Pass Through
Trust Agreement;

(iv) the Pass Through Certificates conform in all
material respects to the description thereof contained in the
Prospectus, and such description conforms in all material
respects to the rights set forth in the instruments defining the
same;

(v) no authorization, approval, consent, order or
license of or filing with or notice to any government,
governmental instrumentality, regulatory body or authority or
court is required for the valid authorization, execution,
delivery and performance by the Company of this Agreement, the
Participation Agreements, the Pass Through Trust Agreement, the
Leases and other Operative Agreements to which the Company is,
or is to be, a party, or the consummation by the Company of the
transactions contemplated by this Agreement, the Participation
Agreements, the Pass Through Trust Agreement, the Lease and
other Operative Agreements to which the Company is, or is to be,
a party, except (w) such as are required under the Securities
Act, the Trust Indenture Act and the securities or Blue Sky laws
of the various states, (x) such filings, recordings or
registrations with the Interstate Commerce Commission and under
Section 90 of the Railway Act of Canada as may be required, (y)
the filing of Uniform Commercial Code financing statements in
various jurisdictions and the filing of continuation statements
with respect thereto required to be filed at periodic intervals
under the Uniform Commercial Code and (z) such other filings,
recordings or registrations as may be required under the
Operative Agreements;

(vi) to the best knowledge of such counsel, there is no
pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries, of
a character required to be disclosed in the Registration
Statement or the Prospectus which is not adequately disclosed,
and there is no franchise, contract or other document of a
character required to be described in the Registration Statement
or Prospectus, or to be filed as an exhibit, which is not
described or filed as required;

(vii) the Registration Statement has become effective
under the Act; any required filing of the Prospectus, and any
supplements thereto, pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b);
the Pass Through Trust Agreement has become qualified

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<PAGE> 11
under the Trust Indenture Act; to the knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement, the Prospectus and each amendment thereof or
supplement thereto (other than the financial statements and
related schedules and other financial and statistical
information contained therein as to which such counsel need
express no opinion) comply as to form in all material respects
with the applicable requirements of the Act and the Exchange Act
and the respective rules and regulations thereunder; the Pass
Through Trust Agreement and the Statements of Eligibility and
Qualifications of the Pass Through Trustee on Form T-1 comply as
to form in all material respects with the requirements of the
Trust Indenture Act and the rules and regulations thereunder;
and each document filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus (except for the
financial statements, including the notes thereto, and related
schedules and other financial and statistical information
included or incorporated by reference therein, as to which such
counsel need express no opinion) appeared on its face, as of its
respective filing date, to comply as to form in all material
respects with the requirements of the Exchange Act and the rules
and regulations thereunder;

(viii) title to the equipment to be subjected to the
Leases will, when such equipment shall have been transferred to
the Owner Trustee as provided in the Participation Agreements,
be validly vested in the Owner Trustee, subject to no liens or
encumbrances of record at the Interstate Commerce Commission;

(ix) this Agreement, the Participation Agreements, the
Leases, and all other Operative Agreements to which the Company
is, or is to be, a party have been duly authorized and, on the
Closing Date, assuming due authorization, execution and delivery
by the parties thereto other than the Company, upon execution
and delivery by the Company, will be valid and binding
obligations of the Company enforceable against the Company in
accordance with their respective terms, except (i) as may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting enforcement of creditors' rights
generally and by general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or
at law), (ii) in the case of each Lease, as limited by
applicable laws which may affect the remedies provided in such
Lease, which laws, however, do not in such counsel's opinion
make the remedies provided in such Lease inadequate for the
practical realization of the rights and benefits provided
thereby and (iii) in the case of this Agreement, as to
provisions relating to

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<PAGE> 12
indemnification or contribution for liabilities arising
under the Act, as to which such counsel need express no opinion;

(x) the Equipment Notes, the Indentures, the
Participation Agreements, the Leases and the other Operative
Agreements (to the extent described therein) conform in all
material respects to the descriptions thereof contained in the
Prospectus;

(xi) the execution and delivery by the Company of this
Agreement, the Participation Agreements, the Pass Through Trust
Agreement, the Leases and other Operative Agreements to which
the Company is, or is to be, a party, the consummation by the
Company of the transactions herein and therein contemplated and
in the manner herein and therein contemplated and compliance by
the Company with the terms hereof and thereof, do not and will
not conflict with, or result in a breach by the Company of, any
of the terms or provisions of, or constitute a default under,
any material indenture or other agreement or instrument known to
such counsel to which the Company is a party or by which the
Company is bound, or any law, rule, regulation, judgment or
order known to such counsel to be applicable to the Company of
any court, regulatory body, administrative agency, government or
governmental body having jurisdiction over the Company, except
that such counsel need express no opinion or belief as to the
accuracy or completeness of the Registration Statement or
Prospectus except for the opinions expressed in clauses (iv),
(x), and (xii) (except that such counsel need not express any
opinion as to any violation of any such law, rule or regulation,
judgment or order (a) which does not materially affect the
validity of the Equipment Notes or the Pass Through Certificates
or (b) which reflects conclusions based on misrepresentations
to, concealment of information from or other fraudulent acts
perpetrated on such counsel);

(xii) the statements in the Registration Statement and
Prospectus under the heading "Certain Federal Income Tax
Consequences", "Certain Illinois Taxes" and "ERISA
Considerations", to the extent that they constitute matters of
law or legal conclusions with respect thereto, have been
prepared or reviewed by such counsel and are correct in all
material respects;

(xiii) the Company is not an "investment company" or a
company "controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended;

(xiv) upon consummation of the transactions
contemplated by the Participation Agreements on the Closing
Date, assuming due authorization, execution and delivery of the
Equipment Notes, by the related Owner Trustee

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<PAGE> 13
and due authentication of such Equipment Notes by the
Indenture Trustee, the Equipment Notes when issued will
constitute valid and binding obligations of such Owner Trustee,
enforceable against such Owner Trustee in accordance with their
terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
enforcement of creditors' rights generally and by general
principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law) and the holders
of the Equipment Notes will be entitled to the benefits of the
respective Indentures;

(xv) assuming due authorization, execution and delivery
of the Pass Through Trust Agreement by the Pass Through Trustee,
the Pass Through Trust Agreement constitutes the valid and
binding obligation of the Company enforceable in accordance with
its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
enforcement of creditors' rights generally and by general
principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law);

(xvi) the trust created by the Pass Through Trust
Agreement should not be classified as an association taxable as
a corporation for federal income tax purposes, but rather,
should be classified as a grantor trust under subpart E,
Part I of Subchapter J of the Internal Revenue Code of
1986, as amended (the "Code"), and each holder of Certificates
will be treated as the owner of a pro rata undivided interest
in each of the Equipment Notes or any other property held in
such Pass Through Trust;

(xvii) although counsel is not aware of any judicial
authority, the Pass Through Trust is not required to be
registered under the Investment Company Act of 1940, as amended;

(xviii) assuming due authorization, execution and
delivery of each Indenture by the parties thereto, each
Indenture will subject the Indenture Estate covered by such
Indenture to the security interests created thereby;

(xix) there are no taxes, fees or other governmental
charges payable under the laws of the State of Illinois or any
political subdivision thereof in connection with the execution
and delivery by the Pass Through Trustee, in its individual
capacity or as Pass Through Trustee or Indenture Trustee, as the
case may be, of the Indentures, the Participation Agreements,
the Pass Through Trust Agreement and the Operative Agreements or
in connection with the issuance, execution and delivery of the
Pass Through Certificates by the

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<PAGE> 14
Pass Through Trustee pursuant to the Pass Through Trust
Agreement or the issuance, authentication or delivery of the
Equipment Notes; and

(xx) assuming that the trust created by the Pass
Through Trust Agreement is not taxable as a corporation, but,
rather, is classified as a grantor trust under subpart E, Part I
of Subchapter J of of the Code, neither the trust created by the
Pass Through Trust Agreement, the Indenture Estate nor the Pass
Through Trustee (either in its individual capacity or as Pass
Through Trustee), nor their respective Affiliates, successors or
assigns, will be subject to any tax (including, without
limitation, net or gross income, tangible or intangible
property, net worth, capital, franchise or doing business tax),
fee or other governmental charge under the laws of the State of
Illinois or any political subdivision thereof (other than taxes
imposed on the fees received by the Pass Through Trustee for
acting as Pass Through Trustee under the Pass Through
Agreement). Certificateholders who are not residents of or
otherwise subject to tax in the State of Illinois will not be
subject to any tax (including, without limitation, net or gross
income, tangible or intangible property, net worth, capital,
franchise or doing business tax), fee or other governmental
charge under the laws of the State of Illinois or any political
subdivision thereof as a result of purchasing, holding
(including receiving payments with respect to) or selling a
Certificate. There are no applicable taxes under the laws of
the State of Illinois or any political subdivision thereof upon
or with respect to (a) the construction, mortgaging, financing,
refinancing, purchase, acquisition, acceptance, rejection,
delivery, nondelivery, transport, location, ownership,
insurance, control, assembly, possession, repossession,
operation, use, condition, maintenance, repair, sale, return,
abandonment, replacement, preparation, installation, storage,
redelivery, manufacture, leasing, subleasing, modification,
rebuilding, importation, transfer of title, transfer of
registration, exportation or other application or disposition of
the Equipment or any interest in any thereof, (b) payments of
Rent or the receipts, income or earnings arising therefrom or
received with respect to the Equipment or any interest in any
thereof or payable pursuant to the Lease, (c) any amount paid or
payable pursuant to any Operative Document, (d) the Equipment or
any interest therein or the applicability of the Lease to the
Equipment or any interest thereof, (e) any or all of the
Operative Agreements, any or all of the Equipment Notes or any
interest in any or all thereof or the offering, registration,
reregistration, issuance, acquisition, modification, assumption,
reissuance, refinancing or refunding or any or all thereof, and
any other documents contemplated hereby or thereby and
amendments and supplements hereto and thereto, (f) the payment
of the principal of, or interest or premium on, or other amounts
payable with respect to, any or all of the Equipment Notes,
whether as originally issued or pursuant to any refinancing,
refunding, assumption, modification, or reissuance, or any other
obligation evidencing any loan in replacement of the loan
evidenced by any or all of the Equipment Notes, (g) the
property, or the income, earnings, receipts or other proceeds
received

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<PAGE> 15
with respect to the property, held by the Indenture
Trustee under the Indenture or (h) otherwise with respect to or
in connection with the transactions contemplated by the
Operative Agreements, which would not have been imposed if the
Indenture Trustee had not had its principal place of business
in, had not performed (either in it individual capacity or as
Indenture Trustee) any or all of its administrative duties under
the Operative Agreements in, and had not engaged in any
activities unrelated to the transactions contemplated by the
Operative Agreements in, the State of Illinois.

In passing on the form of the Registration Statement and the Prospectus and
each amendment and supplement thereof, such counsel may state that it has
not independently verified the accuracy, completeness or fairness of the
statements made or included therein and takes no responsibility therefor and
that such opinion is based upon such counsel's examination of the
Registration Statement, the Prospectus as amended or supplemented, its
activities in connection with the preparation thereof and its participation
in conferences with certain officers and employees of the Company and the
Company's subsidiaries and with representatives of Ernst & Young LLP
("Ernst & Young") and any others referred to in such opinion, and subject to
the same qualifications, such counsel may also state that, although they are
not passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and Prospectus and have not made any independent check or
verification thereof, nothing has come to their attention in their
examination of the Registration Statement, their participation in the
preparation thereof and participation in the above-referenced conferences
that has caused them to believe that the Registration Statement, at the time
it became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or the Prospectus, as of its
date and as of the Closing Date, contained an untrue statement of a material
fact or omitted to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. In rendering such opinion, such counsel may state that it
expresses no opinion as to the laws of any jurisdiction other than the State
of Illinois, the General Corporation Law of the State of Delaware and the
Federal law of the United States of America and may rely (A) as to matters
involving the application of (x) laws of Canada or its Provinces and (y)
laws, rules and regulations with respect to the Interstate Commerce
Commission to the extent deemed proper and specified in such opinion, upon
the opinion of other counsel of good standing whom such counsel believes to
be reliable and who are satisfactory to for you and your counsel; and (B) as
to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials, and may assume for
purposes of its opinion with respect to this Agreement set forth in Section
6(b)(ix) that the laws of the State of New York are identical to the laws of
the State of Illinois.

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<PAGE> 16
(c) You shall have received from the Law Department of the First
National Bank of Chicago, counsel for the First National Bank of Chicago
("First Chicago"), individually, as Pass Through Trustee and Indenture Trustee,
an opinion, dated the Closing Date, in form and substance reasonably
satisfactory to the Underwriter and Mayer, Brown & Platt, special counsel for
the Underwriter, to the effect that:

(i) First Chicago is a national banking association validly
existing and holding a valid certificate to do business as a national
banking association with trust powers, and, in its individual capacity
or as Pass Through Trustee or Indenture Trustee, as the case may be,
has full corporate power and authority to execute, deliver and carry
out the terms of the Indentures, the Participation Agreements, the Pass
Through Trust Agreement and the other Operative Agreements to which it
is a party;

(ii) First Chicago (in its individual capacity, to the extent
provided therein), the Pass Through Trustee or the Indenture Trustee, as
the case may be, has duly authorized, executed and delivered the
Indentures, the Participation Agreements and the Pass Through Trust
Agreement and the Participation Agreements constitute the valid and
binding obligations of ____________________ (in its individual capacity,
to the extent provided therein), the Pass Through Trustee or the
Indenture Trustee, as the case may be, enforceable against First Chicago
(in its individual capacity, to the extent provided therein), the Pass
Through Trustee or the Indenture Trustee, as the case may be, in
accordance with their respective terms, except as limited by bankruptcy,
insolvency, moratorium reorganization, receivership, fraudulent
conveyance or other similar laws affecting enforcement of creditors'
rights generally, and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law);

(iii) the Pass Through Certificates have been duly authorized
and validly executed, authenticated, issued and delivered by the Pass
Through Trustee pursuant to the Pass Through Trust Agreement; and the
holders of the Pass Through Certificates are entitled to the benefits of
the Pass Through Trust Agreement;

(iv) the authorization, execution, delivery and performance by
First Chicago (in its individual capacity, to the extent provided
therein), the Pass Through Trustee or the Indenture Trustee, as the case
may be, of the Indentures, the Participation Agreements, the Pass
Through Trust Agreement and the other Operative Agreements to which it
is or will be party and the consummation of the transactions therein
contemplated and compliance with the terms thereof and issuance of the
Pass Through Certificates

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<PAGE> 17
thereunder do not and will not result in the violation of the
provisions of the Articles of Association or By-Laws of First Chicago,
and do not and will not conflict with, or result in a breach of any
terms or provisions of, or constitute a default under, or result in the
creation or the imposition of any lien, charge or encumbrance upon any
property or assets of First Chicago, the Pass Through Trustee or the
Indenture Trustee, as the case may be, under any indenture, mortgage or
other agreement or instrument known to such counsel to which the Pass
Through Trustee or the Indenture Trustee, as the case may be, is a party
or by which it or any of its property is bound, or any Illinois or
Federal law, rule or regulation governing First Chicago's, the Pass
Through Trustee's or the Indenture Trustee's banking or trust powers, or
of any judgment, order of decree known to such counsel to be applicable
to First Chicago, the Pass Through Trustee or the Indenture Trustee, as
the case may be, of any court, regulatory body, administrative agency,
government or governmental body having jurisdiction over First Chicago,
the Pass Through Trustee or the Indenture Trustee or its properties; and

(v) no authorization, approval, consent, license or order of,
giving of notice to, registration with, or taking of any other action in
respect of, any Federal or state governmental authority or agency
pursuant to any Federal or Illinois law governing the banking or trust
powers of First Chicago, the Pass Through Trustee or the Indenture
Trustee is required for the authorization, execution, delivery and
performance by First Chicago (in its individual capacity, to the extent
provided therein), the Pass Through Trustee or the Indenture Trustee of
the Indentures, the Participation Agreements, the Pass Through Trust
Agreement and the other Operative Agreements to which it is or will be a
party or the consummation of any of the transactions by the Pass Through
Trustee or Indenture Trustee contemplated thereby or the issuance of the
Pass Through Certificates under the Pass Through Trust Agreement (except
as shall have been duly obtained, given or taken); and such
authorization, execution, delivery, performance, consummation and
issuance do not conflict with or result in a breach of the provisions of
any such law.

In giving such opinion, the Law Department of First Chicago (A) may state that
no opinion is expressed as to laws other than the laws of the State of Illinois
and Federal laws, (B) may assume as to the opinions expressed in clause (ii)
relating to any of the Operative Agreements, insofar as they involve matters
relating to the laws of any jurisdiction other than Illinois, that such
Operative Agreements constitute legal, valid and binding instruments under such
laws and (C) may include such other reasonable assumptions as are customary in
legal opinions delivered in connection with transactions of this type.

- 17 -

<PAGE> 18
(d) You shall have received from Mayer, Brown & Platt, special counsel
for the Underwriter, such opinion or opinions, dated the Closing Date, with
respect to the issuance and sale of the Pass Through Certificates, the Pass
Through Trust Agreement, the Registration Statement, the Prospectus and other
related matters as you may reasonable require, and the Company shall have
furnished to such counsel such documents as they reasonably request for the
purpose or enabling them to pass upon such matters.

(e) The Company shall have furnished to you a certificate of the
Company, signed by the President or any Vice President and the principal
financial officer of the Company, dated the Closing Date, to the effect that the
signers of such certificate have carefully examined the Registration Statement,
the Prospectus and this Agreement and that:

(i) the representatives and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the
Closing Date;

(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and, to the Company's knowledge,
no proceedings for that purpose have been instituted or threatened; and

(iii) since the date of the most recent financial statements
incorporated by reference in the Prospectus, there has been no material
adverse change in the condition (financial or other), earnings, business
or properties of the Company and its subsidiaries, whether or not
arising from transactions in the ordinary course of business, except as
set forth in or contemplated in the Prospectus.

(f) The representations and warranties of the Company contained in the
Participation Agreements, the Leases and the other Operative Agreements shall be
true and correct in all material respects on and as of the Closing Date with the
same effect as though such representations and warranties had been made on and
as of such date, and the Company shall have delivered to you a certificate,
dated the Closing Date, signed in each case by its President or any Vice
President and its principal financial or accounting officer to the effect that
the signers of such certificate have carefully examined the Participation
Agreements, the Leases and the other Operative Agreements to which the Company
is a party, the Registration Statement, the Preliminary Prospectus and the
Prospectus and that:

- 18 -

<PAGE> 19
(i) the representations and warranties of the Company in the
Participation Agreements, the Leases and the other Operative Agreements
are true and correct in all material respects on and as of the Closing
Date as if made on and as of the Closing Date;

(ii) the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied on
or prior to the Closing Date pursuant to the terms of the Participation
Agreements, the Leases and other Operative Agreements; and

(iii) nothing has come to their attention that would lead
either of them to believe that the Registration Statement contains any
untrue statement of material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

(g) At the Execution Time and at the Closing Date, Ernst & Young shall
have furnished to you a letter or letters, dated, respectively, as of the
Execution Time and as of the Closing Date, in form and substance satisfactory to
you, confirming that:

(i) they are independent auditors within the meaning of the Act
and the applicable published rules and regulations thereunder and
stating in effect that in their opinion the audited consolidated
financial statements and schedules thereto incorporated by reference in
the Registration Statement and the Prospectus and reported on by them
comply as to form in all material respects with the applicable
accounting requirements of the Act and the applicable published rules
and regulations thereunder with respect to registration statements on
Form S-3; and that nothing came to their attention which caused them to
believe that the amounts under the caption "Selected Financial
Information" for each of the five years ended December 31, 1993 included
in the Registration Statement and the Prospectus, do not agree with the
corresponding amounts in the audited financial statements from which
such amounts were derived; and as to the periods for which it served as
the Company's independent auditor, such financial statements were
covered by unqualified reports issued by them; and

(ii) they have performed certain other specified procedures as
a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company) set forth in the Registration
Statement and the Prospectus, including the information set forth under
the captions "Selected Financial Information", and

- 19 -

<PAGE> 20
in Exhibit 12 to the Registration Statement agrees with the
accounting records and schedules of the Company and its subsidiaries,
excluding any questions of legal interpretation.

(h) In addition, Ernst & Young shall have furnished to you a letter or
letters, dated, respectively, as of the Execution Time and as of the Closing
Date, in form and substance satisfactory to you, to the effect that on the basis
of a reading of the unaudited condensed financial statements of the Company
contained in the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 and September 30, 1994 incorporated by reference
in the Registration Statement, the amounts set forth under the captions
"Selected Financial Information" and "Capitalization" included in the
Registration Statement and the Prospectus and of the latest unaudited
consolidated financial statements made available to them by the Company and its
subsidiaries; carrying out certain specified procedures (but not an audit in
accordance with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the comments set
forth in such letter; a reading of the minutes of the meetings of the
stockholders, directors and executive committees of the Company and its
subsidiaries; and inquiries of certain officials of the Company who have
responsibility for financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent to September 30, 1994,
nothing came to their attention which caused them to believe that (A) the
unaudited consolidated financial statements of the Company incorporated by
reference in the Registration Statement do not comply as to form in all material
respects with the applicable accounting requirements of the Act and the Exchange
Act and the rules and regulations thereunder as they apply to Form 10-Q or are
not presented in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the audited
consolidated financial statements of the Company incorporated by reference in
the Registration Statement, and (B) with respect to the period subsequent to
September 30, 1994, there were any changes, at a specified date not more than
five business days prior to the date of the letter, in the borrowed debt of the
Company and its subsidiaries or capital stock of the Company or decreases in the
stockholder's equity of the Company and its subsidiaries as compared with the
amounts shown on the September 30, 1994, unaudited consolidated balance sheet
data included in "Selected Financial Information" in the Registration Statement
and the Prospectus, or for the period from September 30, 1994 to such specified
date, there were any decreases, as compared with the corresponding period in the
preceding year, in total revenues from net sales and services, or in income
before income taxes or net income, of the Company and its subsidiaries, except
in all instances for changes or decreases set forth in such letter, in which
case the letter shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed necessary by you.

- 20 -

<PAGE> 21
References to the Prospectus in paragraphs (g) and (h) include any
supplement thereto at the date of the letter.

(i) Subsequent to the Execution Time or, if earlier, the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there shall not have been (i) any change
pr decrease specified in the letters referred to in paragraphs (f) and
(g) of this Section 6 or (ii) any change, or any development involving a
prospective change, in or affecting the business or properties of the
Company and its subsidiaries taken as a whole the effect of which, in
any case referred to in clause (i) or (ii) above, is, in your judgment,
so material and adverse as to make it impractical or inadvisable to
proceed with the public offering or the delivery of the Pass Through
Certificates as contemplated by the Registration Statement and the
Prospectus.

(j) Subsequent to the Execution Time and prior to the Closing
Date, there shall not have occurred any downgrading, nor shall any
notice have been given of (i) any intended or potential downgrading or
(ii) any review or possible change in the rating accorded the Company's
debt securities by the Rating Agencies as of the Execution Time.

(k) Prior to the Closing Date, the Company shall have
furnished to you and the Rating Agencies such further information,
certificates and documents as you and they may reasonably request.

If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to you and your counsel, this Agreement and all your obligations
hereunder may be canceled at, or at any time prior to, the Closing Date by you.
Notice of such cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.

7. Reimbursement of the Underwriter's Expenses. If the sale of the Pass
Through Certificates provided for herein is not consummated because any
condition to your obligation set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by you, the Company will reimburse you upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by you in connection with the proposed purchase and sale of
the Pass Through Certificates.

- 21 -

<PAGE> 22
8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless you and each person who controls you within the
meaning of either the Act or the Exchange Act from and against any and all
losses, claims, damages or liabilities, joint or several, to which you or any of
them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Pass Through Certificates as originally filed or in any amendment thereof,
or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the 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, and agrees to reimburse you and each
such controlling person for any legal or other expenses reasonably incurred by
you or such controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of you specifically for use in connection with the
preparation thereof, and (ii) such indemnity with respect to any Preliminary
Prospectus shall not inure to your benefit (or to the benefit of any person
controlling you) if the person asserting any such loss, claim, damage or
liability purchased the Pass Through Certificates which are the subject thereof
did not receive a copy or the Prospectus (or the Prospectus as amended or
supplemented) excluding documents incorporated therein by reference at or prior
to the confirmation of the sale of such Pass Through Certificates to such person
in any case where such delivery is required by the Act and the untrue statement
or omission of a material fact contained in such Preliminary Prospectus was
corrected in the Prospectus (or the Prospectus as amended or supplemented).
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.

(b) You agree to indemnify and hold harmless the Company, each of its
directors, each of its officers who signs the Registration Statement, and each
person who controls the Company within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company to
you, but only with reference to written information relating to you furnished to
the Company by or on behalf of you specifically for use in preparation of the
documents referred to in clause (a) of this Section 8. This indemnity agreement
will be in addition to any liability which you may otherwise have. The Company
acknowledges that the statements set forth in the last paragraph of the cover
page and under the heading "Underwriting" in any Preliminary Prospectus and the
Prospectus and the stabilization language included on the inside front cover of
any Preliminary Prospectus and the Prospectus constitute the only information
furnished in writing by or on behalf of

- 22 -

<PAGE> 23
you for inclusion in any Preliminary Prospectus or the Prospectus, and you
confirm that such statements are correct.

(c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 8. In case any such action is brought against any indemnified
party, and the indemnified party notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to appoint counsel
satisfactory to such indemnified party to represent the indemnified party in
such action; provided, however, if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of the indemnifying party's election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, approved by you in
the case of subparagraph (a), representing the indemnified parties under
subparagraph (a) who are parties to such action), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is applicable, such
liability shall be only in respect of the counsel referred to in such clause (i)
or (iii).

(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 8 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company on grounds of policy or otherwise, the
Company and you shall contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) to which the Company and you may be
subject in such proportion so that you are responsible for that portion
represented by the percentage that the aggregate underwriting commission in
respect

- 23 -

<PAGE> 24
of the Pass Through Certificates appearing on the cover page of the Prospectus
bears to the aggregate public offering price in respect of such Pass Through
Certificates appearing thereon and the Company is responsible for the balance;
provided, however, that (y) in no case shall you be responsible for any amount
in excess of such aggregate underwriting commission and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls you within the meaning of the Act shall have the same rights to
contribution as you, and each person who controls the Company within the
meaning of the Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to clauses (y) and
(z) of this paragraph (d). Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contributions may be made
against another party or parties under this paragraph (d), notify such party or
parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).

9. Termination. This Agreement shall be subject to termination in your
absolute discretion by notice given to the Company prior to delivery of and
payment for the Pass Through Certificates, if prior to such time (i) trading in
securities generally on the New York Stock Exchange shall have been suspended or
limited or minimum prices shall have been established on such Exchange, (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in your judgment,
impracticable to market the Pass Through Certificates.

10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of you set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of you or the Company or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Pass Through Certificates. The provisions of Sections 7
and 8 hereof shall survive the termination or cancellation of this Agreement.

11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to you, will be mailed, delivered or
telegraphed and confirmed to it at 7 World Trade Center, New York, New York
10048, Attention: Legal Department; or, if sent to the Company, will be mailed,
delivered at telegraphed and confirmed to it at 225 West Washington Street,
Chicago, Illinois 60606, Attention: Secretary.

- 24 -

<PAGE> 25
12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.

13. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement between the
Company and you.

Very truly yours,

Union Tank Car Company

By_____________________
Name:
Title:

The foregoing Agreement is
hereby confirmed and accepted as of the
date first written above.

Salomon Brothers Inc

By_______________________________
Name:
Title:

- 25 -

<PAGE> 1

EXHIBIT 4(a)(1)

PASS THROUGH TRUST AGREEMENT 1994-A

Dated as of December __, 1994

between

UNION TANK CAR COMPANY

and

The First National Bank of Chicago
as Pass Through Trustee

$100,000,000

Union Tank Car Company
1994-A Pass Through Trust
Pass Through Certificates,
Series 1994-A
<PAGE> 2
Reconciliation and tie between Pass Through Trust Agreement 1994-A dated as of
________ __, 1994 and the Trust Indenture Act of 1939. This reconciliation
does not constitute part of the Pass Through Trust Agreement.

<TABLE>
<CAPTION>
Trust Indenture Act Pass Through Trust
of 1939 Section Agreement Section
- ------------------- -------------------
<S> <C>
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2; 6.3 (a) & (b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.9; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.18
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.18
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.9; 8.1; 8.2
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.4
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.4
313 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.3
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
316(a)(last sentence) . . . . . . . . . . . . . . . . . . . . . . . . 1.4(c)
(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4(d)
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3(a)
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.7
</TABLE>

<PAGE> 3
TABLE OF CONTENTS TO PASS THROUGH TRUST AGREEMENT

<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.2. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 1.3. Form of Documents Delivered to Pass Through Trustee . . . . . . . . . . . . . . . . . . 11
SECTION 1.4. Acts of Certificateholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II

ACQUISITION OF EQUIPMENT NOTES;
ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.1. Issuance of Certificates; Acquisition of Equipment Notes . . . . . . . . . . . . . . . 14
SECTION 2.2. Declaration of Trust; Acceptance By Pass Through Trustee . . . . . . . . . . . . . . . 15
SECTION 2.3. Limitation of Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.4. Sale of Equipment Notes Under Certain Circumstances . . . . . . . . . . . . . . . . . . 16

ARTICLE III

THE CERTIFICATES

SECTION 3.1. Form, Denomination and Execution of Certificates . . . . . . . . . . . . . . . . . . . 16
SECTION 3.2. Authentication of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.3. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.4. Registration of Transfer and Exchange of Certificates . . . . . . . . . . . . . . . . . 17
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . 18
SECTION 3.6. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.7. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.8. Limitation of Liability for Payments . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.9. Book-Entry and Registered Certificates . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

-i-
<PAGE> 4

<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS

SECTION 4.1. Certificate Account and Special Payments Account . . . . . . . . . . . . . . . . . 21
SECTION 4.2. Distribution from Certificate Account and Special Payments Account . . . . . . . . 22
SECTION 4.3. Statements to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.4. Investment of Special Payment Money . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE V

THE COMPANY

SECTION 5.1. Maintenance of Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.2. Consolidation, Merger or Sale of Assets Permitted . . . . . . . . . . . . . . . . . 25

ARTICLE VI

DEFAULT

SECTION 6.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.2. Incidents of Sale of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 6.3. Judicial Proceedings Instituted by Pass Through Trustee . . . . . . . . . . . . . . 27
SECTION 6.4. Control by Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.5. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.6. Undertaking to Pay Court Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.7. Right of Certificateholders to Receive Payments Not to
Be Impaired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.8. Certificateholders May Not Bring Suit Except Under
Certain Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.9. Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VII

THE PASS THROUGH TRUSTEE

SECTION 7.1. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.2. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.3. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

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<PAGE> 5

<TABLE>
<CAPTION>
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<S> <C>
SECTION 7.4. Not Responsible for Recitals or Issuance of Certificates . . . . . . . . . . . . . 33
SECTION 7.5. May Hold Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 7.6. Money Held in Pass Through Trust . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 7.7. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 7.8. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.9. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . 35
SECTION 7.10. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 7.11. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . 37
SECTION 7.12. Maintenance of Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 7.13. Money for Certificate Payments to Be Held in Pass
Through Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 7.14. Registration of Equipment Notes in Pass Through
Trustee's Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 7.15. Representations and Warranties of Pass Through
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.16. Withholding Taxes; Information Reporting . . . . . . . . . . . . . . . . . . . . . 41
SECTION 7.17. Trustee's Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 7.18. Preferential Collection of Claims . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE VIII

CERTIFICATEHOLDERS' LISTS AND REPORTS BY PASS THROUGH TRUSTEE

SECTION 8.1. Company to Furnish Pass Through Trustee with Names
and Addresses of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 8.2. Preservation of Information; Communications to
Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 8.3. Reports by Pass Through Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 8.4. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE IX

SUPPLEMENTS TO PASS THROUGH TRUST AGREEMENT

SECTION 9.1. Supplements to Pass Through Trust Agreement Without
Consent of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 9.2. Supplements to Pass Through Trust Agreement with
Consent of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.3. Documents Affecting Immunity or Indemnity . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

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<TABLE>
<CAPTION>
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<S> <C>
SECTION 9.4. Execution of Supplements to Pass Through Trust
Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.5. Effect of Supplements to Pass Through Trust
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.6. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.7. Reference in Certificates to Supplements to Pass
Through Trust Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE X

AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS

SECTION 10.1. Amendments and Supplements to Indentures and Other
Note Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE XI

TERMINATION OF TRUST

SECTION 11.1. Termination of the Pass Through Trust . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE XII

MISCELLANEOUS PROVISIONS

SECTION 12.1. Limitation on Rights of Certificateholders . . . . . . . . . . . . . . . . . . . 47
SECTION 12.2. Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . . . . . . . 48
SECTION 12.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 12.4. Communication by Certificateholder with Other
Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.5. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.6. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.7. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.8. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.9. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.10. Benefits of Pass Through Trust Agreement . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.11. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.12. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Exhibit A - Form of Certificate
Exhibit B - Form of Letter of Representations
Schedule I - Description of Equipment Notes to be Purchased
</TABLE>

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<PAGE> 7

This PASS THROUGH TRUST AGREEMENT 1994-A dated as of December __, 1994, is made
with respect to the formation of the Union Tank Car Company 1994-A Pass Through
Trust, between UNION TANK CAR COMPANY, a Delaware corporation (the "Company"),
and The First National Bank of Chicago, as Pass Through Trustee.

WITNESSETH:

WHEREAS, certain Owner Trustees, on behalf of certain Owner
Participants, will purchase the Equipment from the Company;

WHEREAS, the Owner Trustees will lease the Equipment to the Company
pursuant to certain Leases;

WHEREAS, such Owner Trustees will issue on a nonrecourse basis
Equipment Notes, under three separate Indentures, in order to finance not more
than 80% of the purchase price to be paid to the Company for such Equipment;

WHEREAS, pursuant to the terms and conditions of this Pass Through
Trust Agreement and each of the Participation Agreements, such agreements to be
entered into by the Pass Through Trustee contemporaneously with the execution
and delivery of this Pass Through Trust Agreement, certain Equipment Notes are
to be sold to the Pass Through Trustee, and the Pass Through Trustee shall
purchase such Equipment Notes and shall hold such Equipment Notes in trust for
the benefit of the Certificateholders;

WHEREAS, the Pass Through Trustee, upon execution and delivery of this
Pass Through Trust Agreement, hereby declares the creation of this Pass Through
Trust for the benefit of the Certificateholders, and the initial
Certificateholders as the grantors of the Pass Through Trust, by their
respective acceptances of the Certificates, join in the creation of this Pass
Through Trust with the Pass Through Trustee;

WHEREAS, to facilitate the sale of the Equipment Notes to the Pass
Through Trustee and the purchase of such Equipment Notes by the Pass Through
Trustee, the Company has duly authorized the execution and delivery of this
Pass Through Trust Agreement as an "issuer", as such term is defined in and
solely for purposes of the Securities Act of 1933, as amended, of the
Certificates being issued hereunder and as an "obligor", as such term is
defined in and solely for purposes of the Trust Indenture Act of 1939, as
amended, with respect to the Certificates and is undertaking to perform certain
administrative and ministerial duties hereunder and is also undertaking to pay
the fees and expenses of the Pass Through Trustee; and

WHEREAS, this Pass Through Trust Agreement is subject to the
provisions of the Trust Indenture Act of 1939, as amended, and shall, to the
extent applicable, be governed by such provisions;

<PAGE> 8

NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions.

(a) For all purposes of this Pass Through Trust Agreement,
except as otherwise expressly provided or unless the context otherwise
requires:

(i) the terms used herein that are defined in this
Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;

(ii) all other terms used herein which are defined
in the Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein;

(iii) all references in this Pass Through Trust
Agreement to designated "Articles", "Sections" and other subdivisions
are to the designated Articles, Sections and other subdivisions of
this Pass Through Trust Agreement; and

(iv) the words "herein", "hereof " and "hereunder"
and other words of similar import refer to this Pass Through Trust
Agreement as a whole and not to any particular Article, Section or
other subdivision.

(b) For all purposes of this Pass Through Trust Agreement,
the following capitalized terms have the following respective meanings:

"Act," with respect to any Certificateholder, has the meaning
specified in Section 1.4.

"Affiliate" of any Person shall mean any other Person which
directly or indirectly controls, or is controlled by, or is under a common
control with, such Person. The term "control", as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management policies of such Person, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

"Authorized Agent" means any Paying Agent or Registrar.

"Avoidable Tax" has the meaning specified in Section 7.9(e).

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<PAGE> 9

"Book-Entry Certificates" means a beneficial interest in the
Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 3.9.

"Business Day" means any day other than a Saturday or a Sunday
or a day on which commercial banking institutions are authorized or required by
law, regulation or executive order to be closed in New York, New York, Chicago,
Illinois, or so long as any Certificate is outstanding, a city and state in
which the respective Corporate Trust Office of the Owner Trustee, Pass-Through
Trustee, any Indenture Trustee or Paying Agent is located.

"Certificate" means any one of the certificates executed and
authenticated by the Pass Through Trustee, substantially in the form of Exhibit
A hereto.

"Certificate Account" means the account or accounts created
and maintained pursuant to Section 4.1(a).

"Certificateholder" means the Person in whose name a
Certificate is registered in the Register.

"Certificate Owner" means, when used in Section 3.9, the
Person who owns a Book Entry Certificate.

"Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended.

"Clearing Agency Participant" means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a
Clearing Agency effects, directly or indirectly, book-entry transfers and
pledges of securities deposited with the Clearing Agency.

"Closing Date," in respect of any Unit, has the meaning
assigned to that term in the applicable Lease.

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

"Company" means Union Tank Car Company, a Delaware
corporation, or its successor in interest pursuant to Section 5.2, or any other
obligor with respect to the Certificates (within the meaning of the Trust
Indenture Act).

"Corporate Trust Office" means, with respect to the Pass
Through Trustee and any Indenture Trustee, the office of such trustee in the
city at which at any particular time its corporate trust business shall be
principally administered.

"Cut-off Date" means December 31, 1994.

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<PAGE> 10

"De Minimis Certificate" has the meaning specified in Section
3.1.

"Direction" has the meaning specified in Section 1.4(c).

"Equipment" means all of the Units covered by the three Leases.

"Equipment Note" means any one of the Equipment Notes (as
defined in the applicable Indenture) described on Schedule I attached hereto,
including any Equipment Note (as so defined) issued under the applicable
Indenture as a replacement or substitution therefor, held by the Pass Through
Trustee.

"Escrow Account" has the meaning specified in Section 2.1(b).

"Escrowed Funds" has the meaning specified in Section 2.1(b).

"Event of Default" means an event described in Section 6.1.

"Fractional Undivided Interest" means the undivided interest
in the Pass Through Trust that is evidenced by an Outstanding Certificate
expressed as a fraction of the total undivided interests in the Pass Through
Trust represented by all Outstanding Certificates.

"Indenture" means any one of the three separate Trust
Indenture and Security Agreements (UTC Trust No. 1994-A), dated as of December
__, 1994, each agreement being between an Owner Trustee and an Indenture
Trustee, as each such Indenture may be amended or supplemented from time to
time in accordance with its respective terms; and "Indentures" means all of
such agreements. The term "Indenture" includes each Indenture Supplement
entered into pursuant to the terms of the Indenture.

"Indenture Default" means, with respect to any Indenture, any
Indenture Event of Default (as such term is defined in such Indenture).

"Indenture Trustee" means NationsBank of South Carolina,
National Association, in its capacity as indenture trustee under each of the
Indentures, and any other Person which may from time to time be acting as
Indenture Trustee in accordance with the provisions of the Indentures; and
"Indenture Trustees" means all of the Indenture Trustees under the Indentures.

"Issuance Date" means the date of the issuance of the
Certificates.

"Lease" means any one of the three separate Equipment Lease
Agreements (UTC Trust No. 1994-A) with respect to the Equipment between an
Owner Trustee, as the lessor, and the Company, as the lessee, as each such
Lease may be amended or supplemented from time to time in accordance with its
respective terms; and "Leases" means all of such Leases. Such terms shall
include each Lease Supplement entered into pursuant to the terms of the Lease.

"Lease Event of Default" means, with respect to any Lease, an
Event of Default under the lease as specified in Section 14 thereof.

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<PAGE> 11

"Lease Supplement" has the meaning assigned to that term in
the applicable Lease.

"Letter of Representations" means the agreement among the
Company, the Pass Through Trustee and the initial Clearing Agency substantially
in the form attached hereto as Exhibit B.

"Note Documents," with respect to any Equipment Note, means
the applicable Indenture, Lease and Participation Agreement.

"Officer's Certificate" means a certificate signed, (a) in the
case of the Company, by (i) the Treasurer, any Assistant Treasurer, the
Controller or any Assistant Controller of such company, signing alone, or (ii)
any Vice President signing together with the Secretary, any Assistant
Secretary, the Treasurer or any Assistant Treasurer of such company, or (b) in
the case of an Owner Trustee or an Indenture Trustee, a Responsible Officer of
such Owner Trustee or Indenture Trustee.

"Opinion of Counsel" means a written opinion of legal counsel,
who (i) in the case of counsel for the Company may be (A) a lawyer employed by
the Company, (B) Neal Gerber & Eisenberg, or (C) such other counsel designated
by the Company and reasonably acceptable to the Pass Through Trustee and (ii)
in the case of any Owner Trustee or any Indenture Trustee, such counsel as may
be designated by any of them whether or not such counsel is an employee of any
of them, and who shall be acceptable to the Pass Through Trustee.

"Outstanding," with respect to Certificates, means, as of the
date of determination, all Certificates theretofore authenticated and delivered
under this Pass Through Trust Agreement, except:

(i) Certificates theretofore canceled by
the Registrar or delivered to the Pass Through Trustee or the
Registrar for cancellation;

(ii) Certificates for which money in the
full amount required to make the final distribution payment to be made
pursuant to Section 11.1 hereof has been theretofore deposited with
the Pass Through Trustee in trust for the Certificateholders as
provided in Section 4.1 pending distribution of such money to the
Certificateholders pursuant to such final distribution payment; and

(iii) Certificates in exchange for or in lieu
of which other Certificates have been authenticated and delivered
pursuant to this Pass Through Trust Agreement.

"Owner Participant" means the "Owner Participant" referred to
in the applicable Participation Agreement and any permitted successor or assign
of any such Owner Participant; and "Owner Participants" at any time of
determination means all of the Owner Participants then referred to in the
Participation Agreements.

-5-

<PAGE> 12

"Owner Trustee," with respect to any Equipment Note or the
Indenture applicable thereto or the Lease related thereto, means The
Connecticut National Bank, not in its individual capacity but solely as trustee
of three separate owner trusts for the benefit of the Owner Participants, and
each other Person which may from time to time be acting as Owner Trustee in
accordance with the provisions of the Note Documents; and "Owner Trustees"
means all of the Owner Trustees party to any of the respective Indentures.

"Participation Agreement" means any one of the three separate
Participation Agreements (UTC Trust No. 1994-A), each dated as of December __,
1994, and to which the Pass Through Trustee, an Owner Trustee, an Indenture
Trustee, an Owner Participant, and the Company are parties, as each such
Participation Agreement may be amended or supplemented from time to time in
accordance with its respective terms; and "Participation Agreements" means all
such agreements.

"Pass Through Trust" means the trust created by this Pass
Through Trust Agreement, the estate of which consists of the Trust Property.

"Pass Through Trust Agreement" means this Pass Through Trust
Agreement, as it may be amended from time to time in accordance with the terms
hereof.

"Pass Through Trustee" means the institution executing this
Pass Through Trust Agreement as Pass Through Trustee, or its successor in
interest, and any successor trustee appointed as provided herein.

"Paying Agent" means the paying agent maintained and appointed
pursuant to Section 7.12.

"Permitted Investments" means each of (i) direct obligations
of the United States of America and agencies thereof; (ii) obligations fully
guaranteed by the United States of America; (iii) certificates of deposit
issued by, or bankers' acceptances of, or time deposits with, any bank, trust
company or national banking association incorporated or doing business under
the laws of the United States of America or one of the states thereof having
combined capital and surplus and retained earnings of at least $100,000,000,
having general obligations rated at least A1 by Moody's Investors Service, Inc.
or A+ by Standard & Poor's Corporation (but excluding any new investment as to
which there is a public announcement by the rating agency providing a rating
thereon that such rating is under consideration for a possible downgrade below
A1 or A+, as the case may be), including the Owner Trustee in its individual
capacity or the Indenture Trustee in its individual capacity if such conditions
are met; (iv) commercial paper of any holding company of a bank, trust company
or national banking association described in clause (iii); (v) bearer note
deposits with, or certificates of deposit issued by, or promissory notes of,
any subsidiary incorporated under the laws of Canada (or any province thereof)
of any bank, trust company or national banking association described in clause
(iii); (vi) commercial paper of companies having a rating of A-1/P-1 or better
assigned to such commercial paper by Standard & Poor's Corporation or Moody's
Investors Service, Inc. (or, if neither such organization shall rate such
commercial paper at any time, by any nationally recognized rating organization
in the United States of America); (vii) U.S. dollar-denominated certificates of

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<PAGE> 13

deposit issued by, or time deposits with, the European subsidiaries of any
bank, trust company or national banking association described in clause (iii);
(viii) Canadian Treasury Bills fully hedged to U.S. dollars; (ix) bonds, notes
or other obligations of any state of the United States of America, or any
political subdivision of any such state, or any agencies or other
instrumentalities of any such state, including, but not limited to, industrial
development bonds, pollution control revenue bonds, public power bonds, housing
bonds, other revenue bonds or any general obligation bonds; provided that, at
the time of their purchase, such obligations are rated in the highest rating
category by Standard & Poor's Corporation or Moody's Investors Service, Inc.
(or, if neither such organization shall rate such obligations at such time, by
any nationally recognized rating organization in the United States of America);
or (x) bonds or other debt instruments of any company, if such bonds or other
debt instruments, at the time of their purchase, are rated in the highest
rating category by Standard & Poor's Corporation or Moody's Investors Service,
Inc. (or, if neither such organization shall rate such obligations at such
time, by any nationally recognized rating organization in the United States of
America); provided that no investment shall be eligible as and included within
the definition of the term "Permitted Investment" unless either (x) the final
maturity or date of return of such investment is equal to one year or less from
the date of purchase thereof, or (y) in the case of any investment referred to
in the foregoing clause (i) or (ii) only, such investment has a final maturity
or date of return greater than one year from the date of purchase thereof and
closing prices on a national securities exchange or bid and asked prices,
closing prices or yields to maturity for such investment are reported in The
Wall Street Journal (or if The Wall Street Journal is not at the time published
or ceases to report such prices, such prices are reported by any other
publication of nationally recognized standing of general circulation in New
York City).

"Person" means any individual, corporation, partnership,
joint venture, association, joint stock company, trust, unincorporated
organization, or government or any agency or political subdivision thereof.

"Pool Balance" means, as of any date, the aggregate unpaid
principal amount of the Equipment Notes held in the Pass Through Trust on such
date plus the amount of the principal payments on the Equipment Notes held by
the Pass Through Trustee and not yet distributed plus the amount of any moneys
held in the Escrow Account (other than earnings thereon). The Pool Balance as
of any Regular Distribution Date or Special Distribution Date shall be computed
after giving effect to the payment of principal, if any, on the Equipment Notes
held in the Pass Through Trust and distribution thereof to be made on that
date.

"Pool Factor" means, as of any date, the quotient (rounded to
the seventh decimal place) computed by dividing (i) the Pool Balance by (ii)
the aggregate original principal amount of the Certificates issued under the
Pass Through Trust. The Pool Factor as of any Regular Distribution Date or
Special Distribution Date shall be computed after giving effect to the payment
of principal, if any, on the Equipment Notes held in the Pass Through Trust and
distribution thereof to be made on that date.

"Postponed Notes" means the Equipment Notes as to which a
Postponement Notice shall have been delivered pursuant to Section 2.1(b).

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<PAGE> 14

"Postponement Notice" means a certificate of the Company
signed by an officer of the Company (i) requesting that the Pass Through
Trustee execute and deliver one or more Participation Agreements but
temporarily postpone payment of the purchase price of the related Equipment
Notes to a date later than the Issuance Date, (ii) identifying the amount of
the purchase price of each Equipment Note and the aggregate purchase price of
all such Equipment Notes, (iii) setting forth the reasons for such postponement
and (iv) with respect to each such Participation Agreement referred to in
clause (i), either (A) setting or resetting a new Closing Date (which shall be
on or prior to the Cut-off Date) for payment by the Pass Through Trustee of
such purchase price and issuance by the Owner Trustee of the related Equipment
Note, or (B) indicating that such new Closing Date (which shall be on or prior
to the Cut-Off Date) will be set by subsequent written notice not less than one
Business Day prior to such new Closing Date.

"Record Date" means the Business Day preceding a Regular
Distribution Date or a Special Distribution Date, as applicable.

"Register" has the meaning specified in Section 3.4.

"Registered Certificates" has the meaning specified in Section
3.1.

"Registrar" has the meaning specified in Section 3.4.

"Regular Distribution Date" means, with respect to
distributions of Scheduled Payments, January 2 and July 2 of each year,
commencing on January 2, 1995, until payment of all the Scheduled Payments to
be made under the Equipment Notes has been made.

"Request" means a request by the Company setting forth the
subject matter of the request accompanied by an Officer's Certificate and an
Opinion of Counsel as provided in Section 1.2 of this Pass Through Trust
Agreement.

"Responsible Officer" means (i) with respect to the initial
Pass Through Trustee or any initial Indenture Trustee, any officer in the
Corporate Trust Office or any other office at which the Pass Through Trustee or
Indenture Trustee conducts corporate trust business; and (ii) with respect to
any successor Pass Through Trustee, successor Indenture Trustee or any Owner
Trustee, the chairman or vice-chairman of the board of directors or trustees,
the chairman or vice-chairman of the executive or standing committee of the
board of directors or trustees, the president, the chairman of the committee on
trust matters, any vice-president, any second vice-president, the secretary,
any assistant secretary, the treasurer, any assistant treasurer, the cashier,
any assistant cashier, any trust officer or assistant trust officer, the
comptroller and any assistant comptroller. Responsible Officer also means,
with respect to any Pass Through Trustee, any Indenture Trustee and any Owner
Trustee, any other officer of the Pass Through Trustee, such Owner Trustee or
such Indenture Trustee customarily performing functions similar to those
performed by the persons who at the time shall be any of the above designated
officers, and with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

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<PAGE> 15

"Scheduled Payment" means, with respect to a Regular
Distribution Date, any payment (other than a Special Payment) of interest on or
principal of and interest on an Equipment Note due from the Owner Trustee which
issued such Equipment Note, which payment represents the installment of
principal at the stated maturity of such installment of principal on such
Equipment Note, or the payment of regularly scheduled interest accrued on the
unpaid principal amount of such Equipment Note, or both, to be made on such
Regular Distribution Date pursuant to the terms of such Equipment Note.

"Special Distribution Date" means (i) with respect to the
prepayment (in whole or in part) of any Equipment Notes, the second day of a
month, (ii) with respect to the distribution of the amounts required to be
distributed pursuant to the fifth paragraph of Section 2.1(b), ________ __,
199_ and (iii) when used with respect to any Special Payment other than as
described in clauses (i) and (iii) of the definition of Special Payments, the
earliest second day of a month for which it is practicable for the Pass Through
Trustee to give notice pursuant to Section 4.2(c) 20 days prior thereto.

"Special Payment" means (i) with respect to an Equipment Note
(or portion thereof), any payment of principal of, premium, if any, and
interest on such Equipment Note (or portion thereof) resulting from the
prepayment of such Equipment Note (or portion thereof) pursuant to Section 6.1
or 8.3 of the applicable Indenture, (ii) with respect to an Equipment Note, any
payment of principal of and interest (including any interest accruing upon
default) on, or any other amount in respect of, such Equipment Note upon an
Indenture Default in respect thereof or upon an acceleration under the
Indenture relating to such Equipment Note, (iii) the amounts required to be
distributed pursuant to the fifth paragraph of Section 2.1(b), or (iv) any
proceeds from the sale of any Equipment Note by the Pass Through Trustee
pursuant to Article VI hereof; and "Special Payments" means all of such Special
Payments.

"Special Payments Account" means the account or accounts
created and maintained pursuant to Section 4.1(b).

"Specified Investments" means (i) direct obligations of the
United States of America and agencies thereof for which the full faith and
credit of the United States of America is pledged, (ii) obligations fully
guaranteed by the United States of America, (iii) certificates of deposit
issued by, or bankers' acceptances of, or time deposits (including overnight
deposits) with, any bank, trust company or national banking association
incorporated or doing business under the laws of the United States of America
or one of the States thereof having combined capital and surplus and retained
earnings of at least $500,000,000 (including any Indenture Trustee or owner
Trustee if such conditions are met), (iv) commercial paper of companies, banks,
trust companies or national banking associations incorporated or doing business
under the laws of the United States of America or one of the States thereof and
in each case having a rating of A-l/P-l or better assigned to such commercial
paper by Standard & Poor's Corporation or Moody's Investors Service, Inc. (or,
if neither such organization shall rate such commercial paper at any time, by
any nationally recognized rating organization in the United States of America)
and (v) repurchase agreements with any financial institution described in
clause (iii) above having a combined capital and surplus of at least
$750,000,000 fully collateralized by obligations of the type described in
clauses (i) through (iv) above; provided that if all of the

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<PAGE> 16

above investments are unavailable, the entire amounts to be invested may be
used to purchase Federal Funds from an entity described in clause (iii) above;
and provided further that no investment shall be eligible as a "Specified
Investment" unless the final maturity or date of return of such investment
occurs no later than the Cut-off Date.

"Trust Indenture Act" means, except as otherwise provided in
Section 9.6, the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed.

"Trust Property" means the Equipment Notes held as the
property of the Pass Through Trust and all moneys at any time paid thereon and
all moneys due and to become due thereunder, funds from time to time deposited
in the Escrow Account (other than earnings on Specified Investments), the
Certificate Account and the Special Payments Account and any proceeds from the
sale by the Pass Through Trustee pursuant to Article VI hereof of any Equipment
Note.

"Trustee's Liens" means any Lien (within the meaning specified
in Appendix A to the Participation Agreement) arising as a result of (a) any
claim against the Pass Through Trustee or ______________________________, in
its individual capacity, respectively, not resulting from the actions
contemplated by the Operative Agreements (within the meaning specified in
Appendix A to the Participation Agreement), (b) any act or omission of the Pass
Through Trustee or _______________________________, in its individual capacity,
respectively, which is not required or permitted by the Operative Agreements or
is in violation of any of the terms of the Operative Agreements, (c) any claim
against the Pass Through Trustee or ____________________________, in its
individual capacity, respectively, with respect to Taxes (within the meaning
specified in Appendix A to the Participation Agreement) or Transaction Costs
(within the meaning specified in Appendix A to the Participation Agreement)
against which the Company is not required to indemnify the Pass Through
Trustee, ___________ __________________, in its individual capacity, pursuant
to the Participation Agreement or (d) any claim arising out of any transfer by
the Pass Through Trustee, of all or any portion of its interests in the
Equipment, the Trust Estate or the Operative Agreements other than the transfer
of title to or possession of any Equipment by the Pass Through Trustee pursuant
to an in accordance with the Indenture or pursuant to the exercise of the
remedies set forth in the Lease; provided, however, that any Trustee Lien which
is attributable solely to the Pass Through Trustee or
____________________________, in its individual capacity and would otherwise
constitute a Trustee Lien shall not constitute a Trustee Lien so long as (i)
the existence of such Trustee Lien poses no material risk of the sale,
forfeiture or loss of any Unit or any interest therein, including Equipment
Notes, (ii) the existence of such Trustee Lien does not interfere in any way
with the quiet enjoyment of any Unit by the Company, as lessee and (iii) the
Pass Through Trustee or ____________________________, in its individual
capacity, is diligently contesting such Trustee Lien by appropriate
proceedings.

"Unit" has the meaning assigned to that term in the applicable
Lease.

SECTION 1.2. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Pass Through Trustee to take any
action under any provision of this Pass Through Trust Agreement, the Company
shall furnish to the Pass Through Trustee an

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<PAGE> 17

Officer's Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Pass Through Trust Agreement
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Pass Through Trust Agreement
relating to such particular application or request, no additional certificate
or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Pass Through Trust Agreement (other
than a certificate provided pursuant to Section 8.4(d)) shall include:

(i) a statement that each individual signing such
certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are used;

(iii) a statement that, in the opinion of each such
individual, he or she has made such examination or investigation as
necessary to enable him or her to express an informed opinion as to
whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of
each such individual, such condition or covenant has been complied
with.

SECTION 1.3. Form of Documents Delivered to Pass Through
Trustee. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters and any such Person may certify
or give an opinion as to such matters in one or several documents.

Any Opinion of Counsel stated to be based on the opinion of
other counsel shall be accompanied by a copy of such other opinion.

Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Pass Through Trust Agreement, they may, but need
not, be consolidated and form one instrument.

SECTION 1.4. Acts of Certificateholders.

(a) Any direction, consent, waiver or other action provided
by this Pass Through Trust Agreement to be given or taken by Certificateholders
may be embodied in and evidenced

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<PAGE> 18

by one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Pass Through
Trustee and, where it is hereby expressly required, to the Company or any
Indenture Trustee. Such instrument or instrument (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Certificateholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Pass Through Trust Agreement and
conclusive in favor of the Pass Through Trustee, the Company and any Indenture
Trustee, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take acknowledgments
of deeds or administer oaths that the Person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or such other officer and where
such execution is by an officer of a corporation or association or a member of
a partnership, on behalf of such corporation, association or partnership, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other reasonable manner which the Pass Through Trustee deems sufficient.
In the absence of bad faith on the part of the Pass Through Trustee, an
Officer's Certificate may be deemed to be conclusively proved.

(c) In determining whether the Certificateholders of the
requisite Fractional Undivided Interests of Certificates Outstanding have given
any direction, consent or waiver (a "Direction"), under this Pass Through Trust
Agreement, Certificates owned by the Company, any Owner Trustee, any Owner
Participant or any Affiliate of any such Person shall be disregarded and deemed
not to be Outstanding under this Pass Through Trust Agreement for purposes of
any such determination. In determining whether the Pass Through Trustee shall
be protected in relying upon any such Direction, only Certificates which the
Pass Through Trustee knows to be so owned shall be so disregarded.
Notwithstanding the foregoing, (i) if any such Person owns 100% of the
Certificates Outstanding, such Certificates shall not be so disregarded as
aforesaid, and (ii) if any amount of Certificates so owned by any such Person
have been pledged in good faith, such Certificates shall not be disregarded as
aforesaid if the pledgee establishes to the satisfaction of the Pass Through
Trustee the pledgee's right so to act with respect to such Certificates and
that the pledgee is not the Company, any Owner Pass Through Trustee, any Owner
Participant or any Affiliate of any such Person.

(d) The Company may at its option by delivery of an Officer's
Certificate to the Pass Through Trustee set a record date to determine the
Certificateholders entitled to give any consent, request, demand,
authorization, direction, notice, waiver or other Act. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate which shall be a date not more than 30
nor less than 15 days prior to the first solicitation of Certificateholders in
connection therewith. If such a record date is fixed, such consent, request,
demand, authorization, direction, notice, waiver or other Act may be

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<PAGE> 19

given before or after such record date, but only the Certificateholders of
record at the close of business on such record date shall be deemed to be
Certificateholders for the purposes of determining whether Certificateholders
of the requisite proportion of Outstanding Certificates have authorized or
agreed or consented to such consent, request, demand, authorization, direction,
notice, waiver or other Act, and for that purpose the Outstanding Certificates
shall be computed as of such record date; provided that no such consent,
request, demand, authorization, direction, notice, waiver or other act by the
Certificateholders on such record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Agreement not later
than one year after the record date.

(e) Any direction, consent, waiver or other action by the
Certificateholder of any Certificate shall bind the Certificateholder of every
Certificate issued upon the transfer thereof or in exchange thereof or in lieu
thereof, whether or not notation of such action is made upon such Certificate.

(f) Except as otherwise provided in Section 1.4(c),
Certificates owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Pass Through Trust
Agreement, without preference, priority, or distinction as among all of the
Certificates.

ARTICLE II

ACQUISITION OF EQUIPMENT NOTES;
ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.1. Issuance of Certificates; Acquisition of
Equipment Notes.

(a) Upon request of the Company, the Pass Through Trustee
shall execute, authenticate and deliver Certificates with an aggregate
principal amount equalling the aggregate principal amount of the Equipment
Notes to be purchased by the Pass Through Trustee pursuant to the Participation
Agreements, and evidencing the entire ownership of the Pass Through Trust. The
Pass Through Trustee, not in its individual capacity but solely as Pass Through
Trustee, shall issue and sell such Certificates, in authorized denominations
and in such Fractional Undivided Interests, so as to result in the receipt of
consideration in an amount equal to the aggregate principal amount of such
Equipment Notes and, concurrently therewith, the Pass Through Trustee shall
purchase, pursuant to the terms and conditions of the Participation Agreements,
the Equipment Notes (except Postponed Notes, if any) at a purchase price equal
to the amount of such consideration so received. Except as provided in
Sections 3.4 and 3.5 hereof, the Pass Through Trustee shall not execute,
authenticate or deliver Certificates in excess of the aggregate amount
specified in this paragraph. The provisions of this Subsection (a) are subject
to the provisions of Subsection (b) below.

(b) If the Company shall deliver to the Pass Through Trustee
on or prior to the Issuance Date a Postponement Notice, the Pass Through
Trustee shall postpone the purchase of the Equipment Notes (the "Postponed
Notes") referred to in such Postponement Notice and shall

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<PAGE> 20

promptly deposit into an escrow account (the "Escrow Account") an amount equal
to the purchase price of such Postponed Notes (the "Escrowed Funds"). The
Escrowed Funds so deposited into the Escrow Account shall be invested by the
Pass Through Trustee at the written direction and risk of, and for the benefit
of, the Company in Specified Investments maturing (i) no later than the Cut-off
Date or (ii) if the Company has given notice to the Pass Through Trustee that
the Postponed Notes will not be issued, on the next Special Distribution Date,
if such investments are reasonably available for purchase. The Pass Through
Trustee shall make withdrawals from the Escrow Account only as provided in this
Pass Through Trust Agreement. An account statement delivered by the Pass
Through Trustee to the Company shall be deemed written confirmation by the
Company that the investment transactions identified therein accurately reflect
the investment directions given to the Pass Through Trustee by the Company,
unless the Company notifies the Pass Through Trustee in writing to the contrary
within thirty (30) days of receipt of such statement.

The Pass Through Trustee shall hold all Specified Investments
until the maturity thereof and will not sell or otherwise transfer such
Specified Investments. If Specified Investments held in the Escrow Account
mature prior to the Cut-off Date, any proceeds received on the maturity of such
Specified Investments (other than any earnings thereon) shall be reinvested by
the Pass Through Trustee at the written direction and risk of, and for the
benefit of, the Company in Specified Investments maturing (i) no later than the
Cut-off Date or (ii) if the Company has given notice to the Pass Through
Trustee that the Postponed Notes will not be issued, on the next Special
Distribution Date, if such investments are reasonably available for purchase.

Any earnings on Specified Investments received from time to
time by the Pass Through Trustee shall be promptly distributed to the Company
to an account specified in writing by the Company. The Company shall pay to
the Pass Through Trustee for deposit to the Escrow Account an amount equal to
any losses on Specified Investments as incurred.

On or prior to the Cut-off Date, upon the written request of
the Company and the satisfaction of the closing conditions specified in the
applicable Participation Agreements, the Pass Through Trustee shall purchase
the applicable Postponed Notes with the Escrowed Funds. The purchase price
shall equal the principal amount of such Postponed Notes.

If any of the Postponed Notes will not be issued on or prior
to the Cut-off Date for any reason, the Company shall so notify the Pass
Through Trustee and the Company shall pay to the Pass Through Trustee on the
Cut-off Date for deposit in the Special Payments Account, in immediately
available funds, an amount equal to the interest that would have accrued on
such Postponed Notes at a rate or rates equal to the interest rate or rates
applicable to the Certificates issued under the Pass Through Trust from the
Issuance Date to, but not including, ___________ __, 199_ and the Pass Through
Trustee shall transfer an amount equal to that amount of Escrowed Funds that
would have been used to purchase such Postponed Notes and the amount paid by
the Company under this paragraph to the Special Payments Account for
distribution as a Special Payment in accordance with the provisions hereof.

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<PAGE> 21

SECTION 2.2. Declaration of Trust; Acceptance By Pass Through
Trustee. The Pass Through Trustee, upon the execution and delivery of this
Pass Through Trust Agreement, acknowledges its acceptance of all right, title,
and interest in and to the Equipment Notes acquired pursuant to Section 2.1
hereof and the Participation Agreements and declares that the Pass Through
Trustee holds and will hold such right, title, and interest, together with all
other property constituting the Trust Property, for the benefit of all present
and future Certificateholders, upon the trusts herein set forth. By its
payment for and acceptance of each Certificate issued to it hereunder, each
initial Certificateholder as grantor of the Trust thereby joins in the creation
and declaration of the Trust.

SECTION 2.3. Limitation of Powers. The Pass Through Trust is
constituted solely for the purpose of making the investment in the Equipment
Notes, and, except as set forth herein, the Pass Through Trustee is not
authorized or empowered to acquire any other investments or engage in any other
activities and, in particular, the Pass Through Trustee is not authorized or
empowered to do anything that would cause the Pass Through Trust to fail to
qualify as a "grantor trust" for federal income tax purposes (including as
subject to this restriction, acquiring any Equipment (as defined in the
respective Indentures) by bidding the Equipment Notes or otherwise, or taking
any action with respect to any such Equipment once acquired).

SECTION 2.4 Sale of Equipment Notes Under Certain
Circumstances. If the Company elects, in accordance with Section 10.2 of any
of the Participation Agreements, to refund or refinance Equipment Notes, the
Pass Through Trustee shall, upon satisfaction of the conditions set forth in
Section 10.2 of the applicable Participation Agreement, transfer such Equipment
Notes to the Person designated by the Company and will take any other action
reasonably required to effect such refunding.

ARTICLE III

THE CERTIFICATES

SECTION 3.1. Form, Denomination and Execution of
Certificates. The Certificates shall be issued in fully registered form
without coupons and shall be substantially in the form attached hereto as
Exhibit A, with such omissions, variations and insertions as are permitted by
this Pass Through Trust Agreement, and may have such letters, numbers or other
marks of identification and such legends or endorsements printed, lithographed,
typewritten or engraved thereon, as may be required to comply with the rules of
any securities exchange on which the Certificates may be listed or to conform
to any usage in respect thereof, or as may, consistently herewith, be
prescribed by the Pass Through Trustee or by the officer executing such
Certificates, such determination by such officer to be evidenced by his or her
signing of the Certificates.

Except as provided in Section 3.9, the definitive Certificates
(the "Registered Certificates") shall be printed, lithographed, typewritten or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules

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<PAGE> 22

of any securities exchange on which the Certificates may be listed, all as
determined by the officer executing such Certificates, as evidenced by his
execution of such Certificates.

The Certificates shall be issued in minimum denominations of
$1,000 or any integral multiple of $1,000 in excess thereof, except that one
Certificate may be issued in a denomination of less than $1,000 (the "De
Minimis Certificate").

The Certificates shall be executed on behalf of the Pass
Through Trustee by manual or facsimile signature of a Responsible Officer of
the Pass Through Trustee. Certificates bearing the manual or facsimile
signature of an individual who was, at the time when such signature was
affixed, authorized to sign on behalf of the Pass Through Trustee shall be
valid and binding obligations of the Pass Through Trustee, notwithstanding that
such individual has ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such office at the date of such
Certificates. No Certificate shall be entitled to any benefit under this Pass
Through Trust Agreement, or be valid for any purpose, unless there appears on
such Certificate a certificate of authentication substantially in the form set
forth in Exhibit A hereto executed by the Pass Through Trustee by manual
signature, and such certificate of authentication upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication.

SECTION 3.2. Authentication of Certificates. The Pass
Through Trustee shall duly authenticate and deliver Certificates in authorized
denominations equalling in the aggregate the aggregate principal amount of the
Equipment Notes to be purchased by the Pass Through Trustee pursuant to the
Participation Agreements, and evidencing the entire ownership of the Trust.

SECTION 3.3 Temporary Certificates. Pending the preparation
of Registered Certificates, the Pass Through Trustee may execute, authenticate
and deliver temporary Certificates which are printed, lithographed,
typewritten, or otherwise produced, in any denomination, containing
substantially the same terms and provisions as set forth in Exhibit A, except
for such appropriate insertions, omissions, substitutions and other variations
relating to their temporary nature as the officer executing such temporary
Certificates may determine, as evidenced by their execution of such temporary
Certificates.

The Company will cause Registered Certificates to be prepared
without unreasonable delay after such Registered Certificates are required to
be issued pursuant to Section 3.9(d). After the preparation of Registered
Certificates, the temporary Certificates shall be exchangeable for Registered
Certificates upon surrender of the temporary Certificates at the Corporate
Trust Office of the Pass Through Trustee, or at the office or agency of the
Pass Through Trustee maintained in accordance with Section 7.12, without charge
to the holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Pass Through Trustee shall execute, authenticate and deliver
in exchange therefor Registered Certificates of authorized denominations of a
like aggregate Fractional Undivided Interest; shall destroy any such temporary
Certificate(s) theretofore delivered and exchanged; and shall certify, in
writing, to the Company such destruction. Until so exchanged, such temporary
Certificates shall in all

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<PAGE> 23

respects be entitled to the same benefits under this Pass Through Trust
Agreement as Registered Certificates.

SECTION 3.4. Registration of Transfer and Exchange of
Certificates. The Pass Through Trustee shall cause to be kept at the Corporate
Trust Office or the office or agency to be maintained by it in accordance with
the provisions of Section 7.12 a register (the "Register") in which, subject to
such reasonable regulations as it may prescribe, the Pass Through Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Pass Through Trustee shall initially be
the registrar (the "Registrar") for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.

Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office or such other office or agency, the Pass Through
Trustee shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate Fractional Undivided Interest.

At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of authorized denominations of a like
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Pass Through Trustee shall execute, authenticate
and deliver the Certificates that the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Pass Through Trustee
and the Registrar duly executed by the Certificateholder thereof or its
attorney duly authorized in writing.

No service charge shall be made to a Certificateholder for any
registration of transfer or exchange of Certificates, but the Pass Through
Trustee shall require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

All Certificates surrendered for registration of transfer and
exchange shall be canceled and subsequently destroyed by the Pass Through
Trustee. The Pass Through Trustee shall provide the Company with written
certification as to the destruction of all such Certificates.

SECTION 3.5. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to the
Registrar, or the Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (b) there is delivered to
the Registrar and the Pass Through Trustee such security, indemnity or bond, as
may be required by them to save each of them harmless, then, in the absence of
notice to the Registrar or the Pass Through Trustee that such Certificate has
been acquired by a bona fide purchaser, the Pass Through Trustee shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like Fractional
Undivided Interest with the same final Regular Distribution Date. In
connection with the issuance of any new Certificate under this Section 3.5, the
Pass Through Trustee shall require the payment of

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<PAGE> 24

a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Pass Through Trustee and the Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section 3.5 shall constitute
conclusive evidence of the appropriate Fractional Undivided Interest in the
Pass Through Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

SECTION 3.6. Persons Deemed Owners. Prior to due
presentation of a Certificate for registration of transfer, the Pass Through
Trustee, the Registrar, and any Paying Agent of the Pass Through Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.2 and for all other purposes whatsoever, and neither the Pass Through
Trustee, the Registrar, nor any Paying Agent of the Pass Through Trustee shall
be affected by any notice to the contrary.

SECTION 3.7. Cancellation. All Certificates surrendered for
payment or transfer or exchange shall, if surrendered to any Person party
hereto other than the Registrar, be delivered to the Registrar for
cancellation. No Certificates shall be authenticated in lieu of or in exchange
for any Certificates canceled as provided in this Section, except as expressly
permitted by this Pass Through Trust Agreement. All canceled Certificates held
by the Registrar shall be destroyed and a certification of their destruction
delivered to the Pass Through Trustee and the Company.

SECTION 3.8 Limitation of Liability for Payments. All
payments or distributions made to Certificateholders under this Pass Through
Trust Agreement shall be made only from the Trust Property and only to the
extent that the Pass Through Trustee shall have sufficient income or proceeds
from the Trust Property to make such payments in accordance with the terms of
Article IV of this Pass Through Trust Agreement. Each Certificateholder, by
its acceptance of a Certificate, agrees that it will look solely to the income
and proceeds from the Trust Property to the extent available for distribution
to the Certificateholder thereof as provided in this Pass Through Trust
Agreement.

SECTION 3.9. Book-Entry and Registered Certificates.

(a) Except for the De Minimis Certificate (if any), the
Certificates may be issued in the form of one or more typewritten Certificates
representing the Book-Entry Certificates, to be delivered to The Depository
Trust Company, the initial Clearing Agency, by, or on behalf of, the
Certificate Owners. In such case, the Certificates delivered to The Depository
Trust Company shall initially be registered on the Register in the name of Cede
& Co., the nominee of the initial Clearing Agency, and no Certificate Owner
will receive a Registered Certificate representing such Certificate Owner's
interest in the Certificates, except as provided above and in Subsection (d)
below. Except with respect to the De Minimis Certificate (if any), unless and
until Registered Certificates have been issued pursuant to Subsection (d)
below:

(i) the provisions of this Section 3.9 shall be in
full force and effect;

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<PAGE> 25

(ii) the Company, the Paying Agent, the Registrar and the Pass Through
Trustee may deal with the Clearing Agency for all purposes (including the
making of distributions on the Certificates) as the authorized representative
of the Certificate Owners;

(iii) to the extent that the provisions of this Section 3.9 conflict with
any other provisions of this Pass Through Trust Agreement, the provisions of
this Section 3.9 shall control;

(iv) the rights of Certificate Owners shall be exercised only through the
Clearing Agency and shall be limited to those established by law and
agreements between such Certificate Owners and the Clearing Agency
Participants; and until Registered Certificates are issued pursuant to
Subsection (d) below, the Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit distributions
of principal and interest and premium, if any, on the Certificates to such
Clearing Agency Participants; and

(v) whenever this Pass Through Trust Agreement requires or permits
actions to be taken based upon instructions or directions of
Certificateholders holding Certificates evidencing a specified percentage of
the Fractional Undivided Interests, the Clearing Agency shall be deemed to
represent such percentage only to the extent that it has received
instructions to such effect from Certificate Owners and/or Clearing Agency
Participants owning or representing, respectively, such required percentage
of the beneficial interest in Certificates and has delivered such
instructions to the Pass Through Trustee. The Pass Through Trustee shall
have no obligation to determine whether the Clearing Agency has in fact
received any such instructions.

(b) Except with respect to the De Minimis Certificate (if any), whenever
notice or other communication to the Certificateholders is required under this
Pass Through Trust Agreement, unless and until Registered Certificates shall
have been issued pursuant to Subsection (d) below, the Pass Through Trustee
shall give all such notices and communications specified herein to be given to
Certificateholders to the Clearing Agency and/or the Clearing Agency
Participants, and shall make available additional copies as requested by such
Clearing Agency Participants.

(c) Unless and until Registered Certificates are issued pursuant to
Subsection (d) below, on the Record Date prior to each Regular Distribution
Date and Special Distribution Date, the Pass Through Trustee will request from
the Clearing Agency a Securities Position Listing setting forth the names of
all Clearing Agency Participants reflected on the Clearing Agency's books as
holding interests in the Certificates on such Record Date. The Pass Through
Trustee will mail to each such Clearing Agency Participant the statements
described in Section 4.3 hereof.

(d) If (i) the Company advises the Pass Through Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities and the Pass Through Trustee or the Company is unable to
locate a qualified successor, (ii) the

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Company, at its option, advises the Pass Through Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default, Certificate Owners of Book-Entry
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the Pass Through Trust, by act of such
Certificate Owners delivered to the Company and the Pass Through Trustee,
advise the Pass Through Trustee and the Clearing Agency through the Clearing
Agency Participants in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of the
Certificate Owners, then the Pass Through Trustee shall notify all Certificate
Owners, through the Clearing Agency, of the occurrence of any such event and of
the availability of Registered Certificates. Upon surrender to the Pass
Through Trustee of all the Certificates held by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration of Registered Certificates in the names of Certificate Owners, the
Pass Through Trustee shall issue and deliver the Registered Certificates in
accordance with the instructions of the Clearing Agency. Upon the issuance of
Registered Certificates pursuant to this Section 3.9(d), the Record Date with
respect to such Registered Certificates shall be the fifth Business Day
preceding a Regular Distribution Date or Special Distribution Date, as
applicable. Neither the Company, the Registrar, the Paying Agent nor the Pass
Through Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
registration instructions. Upon the issuance of Registered Certificates, the
Pass Through Trustee shall recognize the Persons in whose name the Registered
Certificates are registered as the Certificateholders hereunder. Neither the
Company nor the Pass Through Trustee shall be liable if the Pass Through
Trustee or the Company is unable to locate a qualified successor Clearing
Agency.

(e) The Pass Through Trustee shall enter into the Letter of Representations
and fulfill its responsibilities thereunder.

ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS

SECTION 4.1. Certificate Account and Special Payments Account.

(a) The Pass Through Trustee shall establish and maintain on behalf of the
Certificateholders the Certificate Account as one or more accounts, which shall
be non-interest bearing accounts. The Pass Through Trustee shall hold the
Certificate Account in trust for the benefit of the Certificateholders, and
shall make or permit withdrawals therefrom only as provided in this Pass
Through Trust Agreement. On each day when a Scheduled Payment is made under
any Indenture to the Pass Through Trustee, as holder of the Equipment Notes
issued under such Indenture, the Pass Through Trustee upon receipt shall
immediately deposit the aggregate amount of such Scheduled Payment in the
Certificate Account.

(b) The Pass Through Trustee shall establish and maintain on behalf of the
Certificateholders the Special Payments Account as one or more accounts, which
shall be non-

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interest bearing except as provided in Section 4.4. The Pass Through Trustee
shall hold the Special Payments Account in trust for the benefit of the
Certificateholders, and shall make or permit withdrawals therefrom only as
provided in this Pass Through Trust Agreement. On each day when one or more
Special Payments (other than a Special Payment that represents the proceeds of
any sale pursuant to Article VI by the Pass Through Trustee of an Equipment
Note) are made under any indenture to the Pass Through Trustee, as holder of
the Equipment Notes issued under such Indenture, the Pass Through Trustee upon
receipt shall immediately deposit the aggregate amounts of such Special
Payments in the Special Payments Account. On the day the Company makes the
payment to the Pass Through Trustee described in the fifth paragraph of Section
2.1(b), the Pass Through Trustee upon receipt shall immediately deposit the
aggregate amount thereof in the Certificate Account. Upon the sale of any
Equipment Note by the Pass Through Trustee pursuant to Article VI and the
realization of any proceeds thereof, the Pass Through Trustee shall deposit the
aggregate amount of such proceeds as a Special Payment in the Special Payments
Account.

(c) The Pass Through Trustee shall present to the Indenture Trustee to
which an Equipment Note relates such Equipment Note on the date of its stated
final maturity, or in the case of any Equipment Note which is to be prepaid in
whole pursuant to the relevant Indenture, on the applicable prepayment date
under such Indenture.

SECTION 4.2. Distribution from Certificate Account and Special Payments
Account.

(a) On each Regular Distribution Date or as soon thereafter as the Pass
Through Trustee has confirmed receipt of the payment of the Scheduled Payments
due with respect to the Equipment Notes on such date, the Pass Through Trustee
shall distribute to the Certificateholders of the Pass Through Trust out of the
Certificate Account the entire amount deposited therein pursuant to Section
4.1(a). There shall be so distributed to each Certificateholder of record on
the Record Date with respect to such Regular Distribution Date (other than as
provided in Section 11.1 concerning the final distribution) by check mailed to
such Certificateholder at the address appearing in the Register, such
Certificateholder's pro rata share (based on the aggregate Fractional Undivided
Interest held by such Certificateholder) of the aggregate amount in the
Certificate Account; provided, however, that prior to the time that any
Certificates are issued in the form of Registered Certificates, each
Certificateholder may request in writing that such amounts be distributed by
wire transfer of immediately available funds to an account specified by such
Certificateholder. If a Scheduled Payment is not received by the Pass Through
Trustee on a Regular Distribution Date but is received on a later date, it
shall be distributed on the date received in the manner described in the
preceding sentence to the Certificateholders of record on the Record Date with
respect to such Regular Distribution Date.

(b) On each Special Distribution Date with respect to any Special Payment
or as soon thereafter as the Pass Through Trustee has confirmed receipt of the
Special Payments due on the Equipment Notes or realized upon the sale of any
Equipment Note, the Pass Through Trustee shall distribute out of the Special
Payments Account the entire amount deposited therein pursuant to Section 4.1(b)
of such Special Payment. There shall be so distributed to each
Certificateholder of record on the Record Date with respect to such Special
Distribution Date

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(other than as provided in Section 11.1 concerning the final distribution) by
check mailed to such Certificateholder at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest held by such Certificateholder) of the aggregate
amount in the Special Payments Account on account of such Special Payment;
provided, however, that prior to the time that any Certificates are issued in
the form of Registered Certificates, each Certificateholder may request in
writing that such amount be distributed by wire transfer of immediately
available funds to an account specified by such Certificateholder.

(c) The Pass Through Trustee shall at the expense of the Company cause
notice of each Special Payment to be mailed to each Certificateholder at his
address as it appears in the Register. In the event of prepayment of Equipment
Notes or in the case of a Special Payment other than pursuant to the fifth
paragraph of Section 2.1(b), such notice shall be mailed not less than 20 days
prior to the date any such Special Payment is scheduled to be distributed;
[provided, that notice of any prepayment of Equipment Notes made in connection
with the termination of a Lease pursuant to Section 10.1 thereof shall be
mailed not less than 10 days prior to the date such Special Payment is
scheduled to be distributed.] In the case of a Special Payment pursuant to the
fifth paragraph of Section 2.1(b) such notice should be given as promptly as
practicable after the receipt of notice from the Company that Postponed Notes
will not be issued. In the case of any other Special Payments, such notice
shall be mailed as soon as practicable after the Pass Through Trustee has
confirmed that it has received funds for such Special Payment. Notices mailed
by the Pass Through Trustee shall set forth:

(i) the Special Distribution Date and the Record Date therefor (except as
otherwise provided in Section 11.1),

(ii) the amount of the Special Payment for each $1,000 face amount
Certificate (taking into account any payment to be made by the Company
pursuant to Section 2.1(b)) and the amount thereof constituting principal,
premium, if any, and interest,

(iii) the reason for the Special Payment, and

(iv) if the Special Distribution Date is the same date as a Regular
Distribution Date, the total amount to be received on such date for each
$1,000 face amount Certificate.

If the amount of premium, if any, payable upon the prepayment of an
Equipment Note has not been calculated at the time that the Pass Through
Trustee mails notice of a Special Payment, it shall be sufficient if the notice
sets forth the other amounts to be distributed and states that any premium
received will also be distributed.

If any prepayment of the Equipment Notes is canceled, the Pass Through
Trustee, as soon as possible after learning thereof, shall cause notice thereof
to be mailed to each Certificateholder at its address as it appears on the
Register.

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SECTION 4.3. Statements to Certificateholders.

(a) On each Regular Distribution Date and Special Distribution Date, the
Pass Through Trustee will include with each distribution of a Scheduled Payment
or a Special Payment to Certificateholders a statement, giving effect to such
distribution to be made on such Regular Distribution Date or Special
Distribution Date, as the case may be, setting forth the following information
(for each $1,000 face amount Certificate as to (i) and (ii) below):

(i) The amount of such distribution allocable to principal and the amount
allocable to premium, if any;

(ii) The amount of such distribution allocable to interest; and

(iii) The Pool Balance and the Pool Factor.

(b) Within a reasonable period of time after the end of each calendar year
but not later than the latest date permitted by law, the Pass Through Trustee
shall furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i) and (a)(ii) of this Section 4.3 with
respect to the Pass Through Trust for such calendar year or, in the event such
Person was a Certificateholder of record during a portion of such calendar
year, for the applicable portion of such year, and such other items as are
readily available to the Pass Through Trustee and which a Certificateholder
shall reasonably request as necessary for the purpose of such
Certificateholder's preparation of its Federal income tax returns. Such report
and such other items shall be prepared on the basis of information supplied to
the Pass Through Trustee by the Clearing Agency Participants and shall be
delivered by the Pass Through Trustee to such Clearing Agency Participants to
be available for forwarding by such Clearing Agency Participants to Certificate
Owners.

SECTION 4.4. Investment of Special Payment Money. Any money received by
the Pass Through Trustee pursuant to Section 4.1(b) representing a Special
Payment which is not to be promptly distributed shall, to the extent
practicable, be invested in Permitted Investments by the Pass Through Trustee
pending distribution of such Special Payment pursuant to Section 4.2. Any
investment made pursuant to this Section 4.4 shall be in such Permitted
Investments having maturities not later than the date that such moneys are
required to be used to make the payment required under Section 4.2 on the
applicable Special Distribution Date and the Pass Through Trustee shall hold
any such Permitted Investments until maturity. The Pass Through Trustee shall
have no liability with respect to any investment made pursuant to this Section
4.4, other than by reason of the willful misconduct or gross negligence of the
Pass Through Trustee. All income and earnings from such investments shall be
distributed to the Certificateholders on such Special Distribution Date as part
of such Special Payment.

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<PAGE> 30

ARTICLE V

THE COMPANY

SECTION 5.1. Maintenance of Corporate Existence. The Company, at its own
cost and expense, will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, rights and
franchises, except as otherwise specifically permitted in Section 5.2;
provided, however, that the Company shall not be required to preserve any right
or franchise if it shall determine that the preservation thereof is no longer
desirable in the conduct of its business.

SECTION 5.2. Consolidation, Merger or Sale of Assets Permitted.

(a) The Company shall not consolidate with or merge into any other
corporation or sell or convey all or substantially all of its assets to any
Person, unless the corporation formed by such consolidation or into which the
Company is merged or the Person which acquires by sale or conveyance all or
substantially all of the assets of the Company shall be a corporation organized
and existing under the laws of the United States of America or any State or the
District of Columbia, and shall execute and deliver to the Pass Through Trustee
an agreement in form reasonably satisfactory to the Pass Through Trustee
containing an assumption by such successor corporation of the due and punctual
performance and observance of each covenant and condition of this Agreement to
which the Company is a party.

(b) Immediately after giving effect to such transaction, no Event of
Default and no Indenture Default, and no event that, after notice or lapse of
time, or both, would become an Event of Default or an Indenture Default, shall
have occurred and be continuing.

Upon any consolidation or merger, or any sale or conveyance, of all or
substantially all of the assets of the Company, the successor corporation
formed by such consolidation or into which the Company is merged or to which
such sale or conveyance is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Agreement with
the same effect as if such successor corporation had been named as the Company
herein. No such sale or conveyance of all or substantially all of the assets
of the Company as an entirety shall have the effect of releasing the Company or
any successor corporation which shall theretofore have become such from its
liability hereunder.

(c) The Pass Through Trustee may accept an Officer's Certificate and an
Opinion of Counsel of the Company as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption
complies with the provisions of this Section 5.2.

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ARTICLE VI

DEFAULT

SECTION 6.1. Events of Default. If any Indenture Default under any
Indenture (an "Event of Default") shall occur and be continuing, then, and in
each and every case, so long as such Event of Default shall be continuing, the
Pass Through Trustee may vote all of the Equipment Notes issued under the
Indenture to which such Event of Default relates that are held in the Trust
Property, and upon the direction of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Pass Through Trust, the Trustee shall vote a corresponding
majority of such Equipment Notes, in favor of directing the Indenture Trustee
under such Indenture to declare the unpaid principal amount of all Equipment
Notes then outstanding under such Indenture and accrued interest thereon to be
due and payable under, and in accordance with the provisions of, such
Indenture. In addition, if an Indenture Default shall have occurred and be
continuing under any Indenture, the Pass Through Trustee may, and upon the
direction of the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
Pass Through Trust, shall, vote all of the Equipment Notes issued under such
Indenture to which such Event of Default relates that are held in the Pass
Through Trust to direct the Indenture Trustee regarding the exercise of
remedies provided in, Article VIII of such Indenture.

In addition, after an Event of Default shall have occurred and be continuing
with respect to any Equipment Notes, the Pass Through Trustee may in its
discretion, and upon the direction of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the Pass Through Trust shall, by such officer or
agent as it may appoint, sell, convey, transfer and deliver (to the extent
permitted by applicable law) all or part of such Equipment Notes, without
recourse to or warranty by the Pass Through Trustee or any Certificateholder,
to any Person. In any such case, the Pass Through Trustee shall sell, assign,
contract to sell or otherwise dispose of and deliver such Equipment Note or
Equipment Notes in one or more parcels at public or private sale or sales, at
any location or locations at the option of the Pass Through Trustee, all upon
such terms and conditions as it may reasonably deem advisable and at such
prices as it may reasonably deem advisable, for cash. If the Pass Through
Trustee so decides or is required to sell or otherwise dispose of any Equipment
Note pursuant to this Section, the Pass Through Trustee shall take such of the
actions described above as it may reasonably deem most effectual to complete
the sale or other disposition of such Equipment Note, so as to provide for the
payment in full of all amounts due on the Certificates. Notwithstanding the
foregoing, any action taken by the Pass Through Trustee under this Section
shall not, in the reasonable judgment of the Pass Through Trustee, be adverse
to the best interests of the Certificateholders.

If, with respect to any Equipment Notes, an Indenture Default shall have
occurred and be continuing and the Owner Trustee, which is a party to the
Indenture to which such Indenture Default relates, has elected, in accordance
with the provisions of Section 8.3 of the Indenture to which such Indenture
Default relates, to purchase all of the then outstanding Equipment Notes issued
under the Indenture to which such Indenture Default relates at a price

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equal to the aggregate unpaid principal amount thereof, together with accrued
interest thereon to the date of such purchase, then the Pass Through Trustee
shall sell to such Owner Trustee all of the Equipment Notes issued under the
Indenture to which such Event of Default relates held in the Pass Through Trust
at a price equal to the aggregate unpaid principal amount thereof, together
with accrued interest thereon to the date of such sale.

SECTION 6.2. Incidents of Sale of Equipment Notes. Upon any sale of all or
any part of the Equipment Notes made either under the power of sale given under
this Pass Through Trust Agreement or otherwise for the enforcement of this Pass
Through Trust Agreement, the following shall be applicable:

(i) Certificateholders and Pass Through Trustee May Purchase Equipment
Notes. Any Certificateholder, the Pass Through Trustee in its individual or
any other capacity or any other Person may bid for and purchase any of the
Equipment Notes, and upon compliance with the terms of sale, may hold,
retain, possess and dispose of such Equipment Notes in their own absolute
right without further accountability; provided, however, that this provision
shall not apply to the sale of Equipment Notes pursuant to the last paragraph
of Section 6.1.

(ii) Receipt of Pass Through Trustee Shall Discharge Purchaser. The
receipt of the Pass Through Trustee or of the officer making such sale shall
be a sufficient discharge to any purchaser for his purchase money, and, after
paying such purchase money and receiving such receipt, such purchaser or its
personal representative or assigns shall not be obliged to see to the
application of such purchase money, or be in any way answerable for any loss,
misapplication or non-application thereof.

(iii) Application of Moneys Received Upon Sale. Any moneys collected by
the Pass Through Trustee upon any sale made either under the power of sale
given by this Pass Through Trust Agreement or otherwise for the enforcement
of this Pass Through Trust Agreement, shall be applied as provided in Section
4.2(b).

SECTION 6.3. Judicial Proceedings Instituted by Pass Through Trustee.

(a) Pass Through Trustee May Bring Suit. If there shall be a failure to
make payment of the principal of, premium, if any, or interest on any Equipment
Note, or if there shall be any failure to pay Rent (as defined in the relevant
Lease) under any Lease when due and payable, then the Pass Through Trustee, in
its own name, and as trustee of an express trust, as holder of such Equipment
Notes, shall be, to the extent permitted by and in accordance with the terms of
the Note Documents, entitled and empowered to institute any suits, actions or
proceedings at law, in equity or otherwise, for the collection of the sums so
due and unpaid on such Equipment Notes or under such Lease and may prosecute
any such claim or proceeding to judgment or final decree with respect to the
whole amount of any such sums so due and unpaid.

(b) Pass Through Trustee May File Proofs of Claim; Appointment of Pass
Through Trustee as Attorney-in-Fact in Judicial Proceedings. The Pass Through
Trustee in its own name, or as trustee of an express trust, or as
attorney-in-fact for the Certificateholders, or

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in any one or more of such capacities (irrespective of whether distributions on
the Certificates shall then be due and payable, or the payment of the principal
on the Equipment Notes shall then be due and payable, as therein expressed or
by declaration or otherwise and irrespective of whether the Pass Through
Trustee shall have made any demand to the relevant Indenture Trustee for the
payment of overdue principal, premium (if any) or interest on Equipment Notes),
shall be entitled and empowered to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of
the Pass Through Trustee and of the Certificateholders allowed in any
receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization
or any other judicial proceedings relative to the Company, the Owner Trustee,
the Owner Participant or their respective creditors or property. Any receiver,
assignee, trustee, liquidator, sequestrator (or similar official) in any
judicial proceeding is hereby authorized by each Certificateholder to make
payments in respect of such claim to the Pass Through Trustee and, in the event
that the Pass Through Trustee shall consent to the making of such payments
directly to the Certificateholders, to pay to the Pass Through Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Pass Through Trustee, its agents and counsel. Nothing
contained in this Pass Through Trust Agreement shall be deemed to give to the
Pass Through Trustee any right to accept or consent to any plan of
reorganization or otherwise by action of any character in any such proceeding
to waive of change in any way any right of any Certificateholder.

SECTION 6.4. Control by Certificateholders. Subject to Section 2.3, the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Pass Through
Trust shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Pass Through Trustee, or
exercising any trust or power conferred on the Pass Through Trustee under this
Pass Through Trust Agreement, including any right of the Pass Through Trustee
as holder of the Equipment Notes, provided that:

(i) such direction shall not be in conflict with any rule of law or with
this Pass Through Trust Agreement and would not involve the Pass Through
Trustee in personal liability or expense,

(ii) the Pass Through Trustee shall not determine that the action so
directed would be unjustly prejudicial to the Certificateholders not taking
part in such direction,

(iii) the Pass Through Trustee may take any other action deemed proper by
the Pass Through Trustee which is not inconsistent with such direction, and

(iv) if an Indenture Default under any Indenture shall have occurred and
be continuing, such direction shall not obligate the Trustee to vote more
than a corresponding majority of the related Equipment Notes held by the
Trust in favor of directing any action by the Indenture Trustee with respect
to such Indenture Default.

SECTION 6.5. Waiver of Past Defaults. The Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in

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interest in the Pass Through Trust may on behalf of all of the
Certificateholders waive any past Event of Default hereunder and its
consequences or may instruct the Pass Through Trustee to waive any past default
under any Indenture or this Agreement and its consequences, except a default
(v) in the payment of the principal of, premium, if any, or interest on any
Equipment Notes, or (vi) in respect of a covenant or provision hereof which
under Article IX hereof cannot be modified or amended without the consent of
the Certificateholder holding each Outstanding Certificate affected.

Upon any such waiver, such default shall cease to exist with respect to this
Pass Through Trust Agreement, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Pass Through Trust
Agreement and any direction given by the Pass Through Trustee on behalf of such
Certificateholders to an Indenture Trustee shall be annulled with respect
thereto; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon. Upon any such waiver,
the Pass Through Trustee shall vote all the Equipment Notes issued under the
relevant Indenture to waive the corresponding Indenture Default.

SECTION 6.6. Undertaking to Pay Court Costs. All parties to this Pass
Through Trust Agreement, and each Certificateholder by his acceptance of a
Certificate, shall be deemed to have agreed that any court may in its
discretion require, in any suit, action or proceeding for the enforcement of
any right or remedy under this Pass Through Trust Agreement, or in any suit,
action or proceeding against the Pass Through Trustee for any action taken or
omitted by it as Pass Through Trustee hereunder, the filing by any party
litigant in such suit, action or proceeding of an undertaking to pay the costs
of such suit, action or proceeding, and that such court may, in its discretion,
assess reasonable costs, including reasonable attorney's fees, against any
party litigant in such suit, action or proceeding, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
provided, however, that the provisions of this Section shall not apply to (a)
any suit, action or proceeding instituted by any Certificateholder or group of
Certificateholders evidencing Fractional Undivided Interests aggregating more
than 10% of the Pass Through Trust, (b) any suit, action or proceeding
instituted by any Certificateholder for the enforcement of the distribution of
payments pursuant to Section 4.2 hereof on or after the respective due dates
expressed herein or (c) any suit, action or proceeding instituted by the Pass
Through Trustee or as to which the Pass Through Trustee is made a party.

SECTION 6.7. Right of Certificateholders to Receive Payments Not to Be
Impaired. Anything in this Pass Through Trust Agreement to the contrary
notwithstanding, including without limitation Section 6.8 hereof, the right of
any Certificateholder to receive distributions of payments required pursuant to
Section 4.2 hereof on the Certificates when due, or to institute suit for the
enforcement of any such payment on or after the applicable Regular Distribution
Date or Special Distribution Date, shall not be impaired or affected without
the consent of such Certificateholder.

SECTION 6.8. Certificateholders May Not Bring Suit Except Under Certain
Conditions. A Certificateholder shall not have the right to institute any
suit, action or proceeding at law or in equity or otherwise with respect to
this Pass Through Trust Agreement,

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for the appointment of a receiver or for the enforcement of any other remedy
under this Pass Through Trust Agreement, unless:

(i) such Certificateholder previously shall have given written notice to
the Pass Through Trustee of a continuing Event of Default;

(ii) the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than 25% of the Pass Through Trust
shall have requested the Pass Through Trustee in writing to institute such
action, suit or proceeding and shall have offered to the Pass Through Trustee
indemnity as provided in Section 7.3(v);

(iii) the Pass Through Trustee shall have refused or neglected to
institute any such action, suit or proceeding for 60 days after receipt of
such notice, request and offer of indemnity; and

(iv) no direction inconsistent with such written request has been given
to the Pass Through Trustee during such 60-day period by the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than an a majority in interest in the Pass
Through Trust.

It is understood and intended that no one or more of the Certificateholders
shall have any right in any manner whatever hereunder or under the Certificates
to (x) surrender, impair, waive, affect, disturb or prejudice any property in
the Trust Property or the lien of any Indenture on any property subject
thereto, or the rights of the Certificateholders or the holders of the
Equipment Notes, (y) obtain or seek to obtain priority over or preference to
any other such Certificateholder or (z) enforce any right under this Pass
Through Trust Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Pass Through Trust Agreement.

SECTION 6.9. Remedies Cumulative. Every remedy given hereunder to the Pass
Through Trustee or to any of the Certificateholders shall not be exclusive of
any other remedy or remedies, and every such remedy shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

ARTICLE VII

THE PASS THROUGH TRUSTEE

SECTION 7.1. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

(i) the Pass Through Trustee undertakes to perform only such duties as
are specifically set forth in this Pass Through Trust Agreement, and no
implied

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covenants, duties or obligations shall be read into this Pass Through Trust
Agreement against the Pass Through Trustee; and

(ii) in the absence of bad faith on its part, the Pass Through Trustee
may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to
the Pass Through Trustee and conforming to the requirements of this Pass
Through Trust Agreement; but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to
the Pass Through Trustee, the Pass Through Trustee shall be under a duty to
examine the form of the same to determine whether or not they substantially
conform to the requirements of this Pass Through Trust Agreement, but shall
be under no duty to investigate the facts contained therein.

(b) In case an Event of Default has occurred and is continuing, the Pass
Through Trustee shall exercise such of the right and powers vested in it by
this Pass Through Trust Agreement, and use the same degree of care and skill in
its exercise, as a prudent man would exercise or use under the circumstances in
the conduct of his own affairs.

(c) No provision of this Pass Through Trust Agreement shall be construed to
relieve the Pass Through Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that

(i) this Subsection shall not be construed to limit the effect of
Subsection (a) of this Section;

(ii) the Pass Through Trustee shall not be liable for any error of
judgement made in good faith by a Responsible Officer of the Pass Through
Trustee;

(iii) the Pass Through Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with the
direction of the Certificateholders evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Pass Through Trust
relating to the time, method and place of conducting any proceeding for any
remedy available to the Pass Through Trustee, or exercising any trust or power
conferred upon the Pass Through Trustee, under this Pass Through Trust
Agreement; and

(iv) no provision of this Pass Through Trust Agreement shall require the
Pass Through Trustee to expend or risk its own funds in the performance of
any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that payment of
such funds or adequate indemnity against such risk is not reasonably assured
to it.

(d) Whether or not herein expressly so provided, every provision of this
Pass Through Trust Agreement relating to the conduct or affecting the liability
of or affording protection to the Pass Through Trustee shall be subject to the
provisions of this Section.

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SECTION 7.2. Notice of Defaults. As promptly as practicable after, and in
any event within 30 days after, the occurrence of any default (as such term is
defined below) hereunder, the Pass Through Trustee shall transmit by mail to
the Certificateholders, the Company, the Owner Trustees and the Indenture
Trustees in accordance with Section 313(c) of the Trust Indenture Act, notice
of such default hereunder known to the Pass Through Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any Equipment Note, the Pass Through Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Pass Through Trustee in good faith determine that the withholding of such
notice is in the interests of the Certificateholders. For the purpose of this
Section, the term "default" means the occurrence of any Event of Default,
except that in determining whether any such Event of Default has occurred for
the purposes of this paragraph any grace period or notice in connection
therewith shall be disregarded.

SECTION 7.3. Certain Rights of Trustee. Except as otherwise provided in
Section 7.1:

(i) the Pass Through Trustee may rely and shall be protected in acting or
refraining from acting in reliance upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

(ii) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Request;

(iii) whenever in the administration of this Pass Through Trust Agreement
the Pass Through Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Pass Through Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an
Officer's Certificate of the Company, any Owner Trustee or any Indenture
Trustee;

(iv) the Pass Through Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;

(v) the Pass Through Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Pass Through Trust Agreement at
the request or direction of any of the Certificateholders pursuant to this
Pass Through Trust Agreement, unless such Certificateholders shall have
offered to the Pass Through Trustee reasonable security or indemnity against
the cost, expenses and liabilities which might be incurred by it in
compliance with such request or direction;

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(vi) the Pass Through Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture or other paper or document;

(vii) the Pass Through Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Pass Through Trustee shall not be responsible for
any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder; and

(viii) to the extent the provisions of this Section 7.3 are inconsistent
with the duties of the Pass Through Trustee as required by Section 315 of the
Trust Indenture Act, the requirements of such Section 315 shall prevail.

SECTION 7.4. Not Responsible for Recitals or Issuance of Certificates. The
recitals contained herein and in the Certificates, except the certificates of
authentication, shall not be taken as the statements of the Pass Through
Trustee, and the Pass Through Trustee assumes no responsibility for their
correctness. Subject to Section 7.15, the Pass Through Trustee makes no
representations as to the validity or sufficiency of this Pass Through Trust
Agreement, any Note Document, any Participation Agreement, the Equipment Notes
or the Certificates, except that the Pass Through Trustee hereby represents and
warrants that this Pass Through Trust Agreement has been, and each Certificate
will be, executed and delivered by one of its officers who is duly authorized
to execute and deliver such document on its behalf.

SECTION 7.5. May Hold Certificates. The Pass Through Trustee, any Paying
Agent, Registrar or any of their Affiliates or any other agent, in their
respective individual or any other capacity, may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture
Act, may otherwise deal with the Company, the Owner Trustees or the Indenture
Trustee with the same rights it would have if it were not Pass Through Trustee,
Paying Agent, Registrar or such other agent.

SECTION 7.6. Money Held in Pass Through Trust. Money held by the Pass
Through Trustee or the Paying Agent in trust hereunder need not be segregated
from other funds except to the extent required herein or by law and neither the
Pass Through Trustee nor the Paying Agent shall have any liability for interest
upon any such moneys except as provided for herein.

SECTION 7.7. Compensation and Reimbursement. The Company agrees:

(i) to pay, or cause to be paid, to the Pass Through Trustee from time to
time reasonable compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), except for the Pass Through
Trustee's initial fees, which fees shall be paid by the Owner Trustees;

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(ii) except as otherwise expressly provided herein, to reimburse, or
cause to be reimbursed, the Pass Through Trustee upon its request for all
reasonable out-of-pocket expenses, disbursements and advances incurred or
made by the Pass Through Trustee in accordance with any provision of this
Pass Through Trust Agreement (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its negligence,
willful misconduct or bad faith or as may be incurred due to the Pass Through
Trustee's breach of its representations and warranties set forth in Sections
7.4 and 7.15 and except for the initial reasonable actual disbursements made
by the Pass Through Trustee, which disbursements shall be reimbursed by the
Owner Trustees;

(iii) to indemnify, or cause to be indemnified, the Pass Through Trustee,
in its individual and trust capacities, for, and to hold it harmless against,
any loss, liability or expense (other than for or with respect to any tax)
incurred without negligence, willful misconduct or bad faith, on its part,
arising out of or in connection with the acceptance or administration of this
Pass Through Trust, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties hereunder, except for any such loss, liability
or expense incurred by reason of the Pass Through Trustee's breach of its
representations and warranties set forth in Sections 7.4 and 7.15. The Pass
Through Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. The Company shall defend the claim and the Pass Through
Trustee shall cooperate in the defense. The Pass Through Trustee may have
separate counsel with the consent of the Company, and the Company will pay
the reasonable fees and expenses of such counsel. The Company need not pay
for any settlement made without its consent; and

(iv) to indemnify, or cause to be indemnified, the Pass Through Trustee,
solely in its individual capacity, for, and to hold it harmless against, any
tax (other than for or with respect to any tax referred to in the next
paragraph, provided that no indemnification shall be available with respect
to any tax attributable to the Pass Through Trustee's compensation for
serving as such) incurred without negligence, willful misconduct or bad
faith, on its part, arising out of or in connection with the acceptance or
administration of this Pass Through Trust, including any costs and expenses
reasonably incurred in contesting the imposition of any such tax. The Pass
Through Trustee, in its individual capacity, shall notify the Company
promptly of any tax for which it may seek indemnity. The Company shall
defend against the imposition of such tax and the Pass Through Trustee, in
its individual capacity, shall cooperate in the defense. The Pass Through
Trustee, in its individual capacity, may have separate counsel with the
consent of the Company, and the Company will pay the reasonable fees and
expenses of such counsel. The Company need not pay for any taxes paid, in
settlement or otherwise, without its consent.

In addition, the Pass Through Trustee shall be entitled to reimbursement
from, and shall have a lien prior to the Certificates upon, all property and
funds held or collected by the Pass Through Trustee in its capacity as Pass
Through Trustee for any tax incurred without

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negligence, bad faith or willful misconduct, on its part, arising out of or in
connection with the acceptance or administration of this Pass Through Trust
(other than any tax attributable to the Pass Through Trustee's compensation for
serving as such), including any costs and expenses reasonably incurred in
contesting the imposition of any such tax. If the Pass Through Trustee
reimburses itself for any such tax, it will within 30 days mail a brief report
setting forth the circumstances thereof to all Certificateholders as their
names and addresses appear in the Register.

The Pass Through Trustee shall have a lien prior to the Certificates upon
all property and funds held or collected by the Pass Through Trustee in its
capacity as Pass Through Trustee.

SECTION 7.8. Corporate Trustee Required; Eligibility. This Agreement shall
at all times have a Pass Through Trustee which shall be eligible to act as a
trustee under Section 310(a) of the Trust Indenture Act and shall have a
combined capital and surplus of at least $100,000,000 and the obligations of
which, whether now in existence or hereafter incurred, are fully and
unconditionally guaranteed by a corporation organized and doing business under
the laws of the United States of America, any State or Territory thereof or of
the District of Columbia and having a combined capital and surplus of at least
$100,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or the requirements of Federal, State, Territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section 7.8, the combined capital and surplus of such corporation shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.

The Pass Through Trustee shall comply with Section 310(b) of the Trust
Indenture Act.

In case at any time the Pass Through Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.8, the Pass Through Trustee
shall resign immediately in the manner and with the effect specified in Section
7.9.

SECTION 7.9. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Pass Through Trustee and no
appointment of a successor Pass Through Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor Pass
Through Trustee under Section 7.10.

(b) The Pass Through Trustee may resign at any time by giving written
notice thereof to the Company, the Authorized Agents, the Owner Trustees and
the Indenture Trustees. If an instrument of acceptance by a successor Pass
Through Trustee shall not have been delivered to the Company, the Owner
Trustees and the Indenture Trustees within 30 days after the giving of such
notice of resignation, the resigning Pass Through Trustee may petition any
court of competent jurisdiction for the appointment of a successor Pass Through
Trustee.

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(c) The Pass Through Trustee may be removed at any time by Act of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Pass Through
Trust delivered to the Pass Through Trustee and to the Company, the Owner
Trustees and the Indenture Trustees.

(d) If at any time:

(i) the Pass Through Trustee shall fail to comply with Section 310 of the
Trust Indenture Act after written request therefor by the Company or by any
Certificateholder who has been a bona fide Certificateholder for at least six
months; or

(ii) the Pass Through Trustee shall cease to be eligible under Section
7.8 and shall fail to resign after written request therefor by the Company or
by any such Certificateholder; or

(iii) the Pass Through Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Pass Through Trustee
or of its property shall be appointed or any public officer shall take charge
or control of the Pass Through Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation;

then, in any case, (x) the Company may remove the Pass Through Trustee or (y)
subject to Section 6.6, any Certificateholder who has been a bona fide
Certificateholder for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Pass Through Trustee and the appointment of a successor Pass
Through Trustee.

(e) If a Responsible Officer of the Pass Through Trustee shall obtain
actual knowledge of an Avoidable Tax (as hereinafter defined) which has been or
is likely to be asserted, the Pass Through Trustee shall promptly notify the
Company and the Owner Trustees thereof and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Pass
Through Trustee shall have received notice that the Company or the Owner
Trustees have agreed to pay such tax. The Company shall promptly appoint a
successor Pass Through Trustee in a jurisdiction where there are no Avoidable
Taxes. As used herein, an "Avoidable Tax" means a state or local tax: (i) upon
(w) the Pass Through Trust, (x) the Trust Property, (y) Certificateholders or
(z) the Pass Through Trustee for which the Pass Through Trustee is entitled to
seek reimbursement from the Trust Property, and (ii) which would be avoided if
the Pass Through Trustee were located in another state, or jurisdiction within
a state, within the United States. A tax shall not be an Avoidable Tax if the
Company or the Owner Trustee shall agree to pay, and shall pay, such tax.

(f) If the Pass Through Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Pass
Through Trustee for any cause, the Company shall promptly appoint a successor
Pass Through Trustee. If, within one year after such resignation, removal or
incapacity, or the occurrence of such vacancy, a successor Pass Through Trustee
shall be appointed by Act of the Certificateholders holding Certificates

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evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Pass Through Trust delivered to the Company, the Owner
Trustees, the Indenture Trustees and the retiring Pass Through Trustee, the
successor Pass Through Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Pass Through Trustee and
supersede the retiring Pass Through Trustee. If no successor Pass Through
Trustee shall have been so appointed as provided above and accepted appointment
in the manner hereinafter provided, any Certificateholder who has been a bona
fide Certificateholder for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Pass Through Trustee.

(g) The successor Pass Through Trustee shall give notice of the resignation
and removal of the Pass Through Trustee and appointment of the successor Pass
Through Trustee by mailing written notice of such event by first-class mail,
postage prepaid, to the Certificateholders as their names and addresses appear
in the Register. Each notice shall include the name of such successor Pass
Through Trustee and the address of its Corporate Trust Office.

SECTION 7.10. Acceptance of Appointment by Successor. Every successor Pass
Through Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and the retiring Pass Through Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Pass
Through Trustee shall become effective and such successor Pass Through Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Pass Through Trustee; but, on
request of the Company or the successor Pass Through Trustee, such retiring
Pass Through Trustee shall execute and deliver an instrument transferring to
such successor Pass Through Trustee all the rights, powers and trusts of the
retiring Pass Through Trustee and shall duly assign, transfer and deliver to
such successor Pass Through Trustee all property and money held by such
retiring Pass Through Trustee hereunder, subject nevertheless to its lien, if
any, provided for in Section 7.7. Upon request of any such successor Pass
Through Trustee, the Company, the retiring Pass Through Trustee and such
successor Pass Through Trustee shall execute and deliver any and all
instruments containing such provisions as shall be necessary or desirable to
transfer and confirm to, and for more fully and certainly vesting in, such
successor Pass Through Trustee all such rights, powers and trusts.

No successor Pass Through Trustee shall accept its appointment unless at the
time of such acceptance such successor Pass Through Trustee shall be qualified
and eligible under this Article.

SECTION 7.11. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Pass Through Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Pass Through Trustee shall be
a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Pass Through Trustee, shall be the successor of
the Pass Through Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto. In case any Certificates shall have been authenticated, but not
delivered, by the Pass Through Trustee then in office, any successor

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by merger, conversion or consolidation to such authenticating Pass Through
Trustee may adopt such authentication and deliver the Certificates so
authenticated with the same effect as if such successor Pass Through Trustee
had itself authenticated such Certificates.

SECTION 7.12. Maintenance of Agencies.

(a) There shall at all times be maintained in the Borough of Manhattan, The
City of New York, an office or agency where Certificates may be presented or
surrendered for registration of transfer or for exchange, and for payment
thereof and where notices and demands to or upon the Pass Through Trustee in
respect of the Certificates or of this Pass Through Trust Agreement may be
served. Such office or agency shall be initially at The Registrar and Transfer
Company, 61 Broadway, Room 1412, New York, New York 10006. Written notice of
the location of each such other office or agency and of any change of location
thereof shall be given by the Pass Through Trustee to the Company, the Owner
Trustees, the Indenture Trustees and the Certificateholders. In the event that
no such office or agency shall be maintained or no such notice of location or
of change of location shall be given, presentations and demands may be made and
notices may be served at the Corporate Trust Office of the Pass Through
Trustee.

(b) There shall at all times be a Registrar and a Paying Agent hereunder.
Each such Authorized Agent shall be a bank or trust company, shall be a
corporation organized and doing business under the laws of the United States of
America or any State or Territory thereof or of the District of Columbia, with
a combined capital and surplus of at least $75,000,000, or, if the Pass Through
Trustee shall be acting as the Registrar or Paying Agent hereunder, a
corporation the obligations of which are guaranteed by a corporation organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, with a combined capital
and surplus of at least $75,000,000, and shall be authorized under such laws to
exercise corporate trust powers, subject to supervision by Federal or state
authorities. The Pass Through Trustee shall initially be the Paying Agent and,
as provided in Section 3.4, Registrar hereunder. Each Registrar shall furnish
to the Pass Through Trustee, at stated intervals of not more than six months,
and at such other times as the Pass Through Trustee may request in writing, a
copy of the Register.

(c) Any corporation into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authorized Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authorized Agent, shall be the successor of such Authorized Agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the parties hereto or such Authorized Agent or such successor
corporation.

(d) Any Authorized Agent may at any time resign by giving written notice of
resignation to the Pass Through Trustee, the Company, the Owner Trustees and
the Indenture Trustees. The Company may, and at the request of the Pass
Through Trustee shall, at any time terminate the agency of any Authorized Agent
by giving written notice of termination to such Authorized Agent and to the
Pass Through Trustee. Upon the resignation or termination of an Authorized
Agent or in case at any time any such Authorized Agent shall cease to be
eligible

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under this Section (when, in either case, no other Authorized Agent performing
the functions of such Authorized Agent shall have been appointed), the Company
shall promptly appoint one or more qualified successor Authorized Agents,
reasonably satisfactory to the Pass Through Trustee, to perform the functions
of the Authorized Agent which has resigned or whose agency has been terminated
or who shall have ceased to be eligible under this Section. The Company shall
give written notice of any such appointment made by them to the Pass Through
Trustee, the Owner Trustees and the Indenture Trustees; and in each case the
Pass Through Trustee shall mail notice of such appointment to all
Certificateholders as their names and addresses appear on the Register.

(e) The Company agrees to pay, or cause to be paid, from time to time to
each Authorized Agent reasonable compensation for its services and to reimburse
it for its reasonable expenses.

SECTION 7.13. Money for Certificate Payments to Be Held in Pass Through
Trust. All moneys deposited with any Paying Agent for the purpose of any
payment on Certificates shall be deposited and held in trust for the benefit of
the Certificateholders entitled to such payment, subject to the provisions of
this Section. Moneys so deposited and held in trust shall constitute a
separate trust fund for the benefit of the Certificateholders with respect to
which such money was deposited.

The Pass Through Trustee will cause each Paying Agent other than the Pass
Through Trustee to execute and deliver to it an instrument in which such Paying
Agent shall agree with the Pass Through Trustee, subject to the provisions of
this Section, that such Paying Agent will:

(i) hold all sums held by it for payments on Certificates in
trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided;

(ii) give the Pass Through Trustee notice of any default by any
obligor upon the Certificates in the making of any such payment; and

(iii) at any time during the continuance of any such default, upon the
written request of the Pass Through Trustee, forthwith pay to the Pass
Through Trustee all sums so held in trust by such Paying Agent.

The Pass Through Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Pass Through Trust Agreement or for any
other purpose, direct any Paying Agent to pay to the Pass Through Trustee all
sums held in trust by such Paying Agent, such sums to be held by the Pass
Through Trustee upon the same trusts as those upon which such sums were held by
such Paying Agent; and, upon such payment by any Paying Agent to the Pass
Through Trustee, such Paying Agent shall be released from all further liability
with respect to such money.

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SECTION 7.14. Registration of Equipment Notes in Pass Through Trustee's
Name. The Pass Through Trustee agrees that all Equipment Notes, Permitted
Investments, if any, and Specified Investments, if any, shall be issued in the
name of the Pass Through Trustee or its nominee and held by the Pass Through
Trustee, or, if not so held, the Pass Through Trustee or its nominee shall be
reflected as the owner of such Equipment Notes, Permitted Investments, or
Specified Investments, as the case may be, in the register of the issuer of
such Equipment Notes, Permitted Investments or Specified Investments. In no
event shall the Pass Through Trustee invest in, or hold, Equipment Notes,
Permitted Investments or Specified Investments in a manner that would cause the
Pass Through Trustee not to have the ownership interest in such Equipment
Notes, Permitted Investments or Specified Investments under the applicable
provisions of the Uniform Commercial Code in effect where the Pass Through
Trustee holds such Equipment Notes, Permitted Investments or Specified
Investments or other applicable law then in effect.

SECTION 7.15. Representations and Warranties of Pass Through Trustee. The
Pass Through Trustee hereby represents and warrants that:

(i) the Pass Through Trustee is a national banking association, validly
existing and holding a valid certificate to conduct business as a national
banking association with trust powers under the laws of the United States of
America;

(ii) the Pass Through Trustee has full power, authority and legal right
to execute, deliver, and perform this Pass Through Trust Agreement and the
Participation Agreements and has taken all necessary action to authorize the
execution, delivery, and performance by it of this Pass Through Trust
Agreement and the Participation Agreements;

(iii) the execution, delivery and performance by the Pass Through Trustee
of this Pass Through Trust Agreement and the Participation Agreements (a)
will not violate any provision of any United States or South Carolina law or
regulation governing the banking and trust powers of the Pass Through Trustee
or any order, writ, judgment, or decree of any court, arbitrator, or
governmental authority applicable to the Pass Through Trustee or any of its
assets, (b) will not violate any provision of the articles of association or
by-laws of the Pass Through Trustee, or (c) will not violate any provision
of, or constitute, with or without notice or lapse of time, a default under,
or result in the creation or imposition of any lien on any properties
included in the Trust Property pursuant to the provisions of any mortgage,
indenture, contract, agreement or other undertaking to which it is a party,
which violation, default or lien could reasonably be expected to have an
adverse effect on the Pass Through Trustee's performance or ability to
perform its duties hereunder or thereunder or on the transactions
contemplated herein or therein;

(iv) the execution, delivery and performance by the Pass Through Trustee
of this Pass Through Trust Agreement and the Participation Agreements will
not require the authorization, consent, or approval of, the giving of notice
to, the filing or registration with, or the taking of any other action in
respect of, any United States or

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Illinois or South Carolina governmental authority or agency regulating the
banking and corporate trust activities of the Pass Through Trustee, other than
any such authorization, consent or approval as has been duly obtained or given
and is in full force and effect; and

(v) this Pass Through Trust Agreement and the Participation Agreements
have been duly executed and delivered by the Pass Through Trustee and
constitute the legal, valid, and binding agreements of the Pass Through
Trustee, enforceable against it in accordance with their respective terms,
provided that enforceability may be limited by (x) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights
of creditors generally and (y) general principles of equity.

SECTION 7.16. Withholding Taxes; Information Reporting. The Pass Through
Trustee, as trustee of a grantor trust, shall exclude and withhold from each
distribution of principal, premium, if any, and interest and other amounts due
hereunder or under the Certificates any and all withholding taxes applicable
thereto as required by law. The Pass Through Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any
amounts payable in respect of the Certificates, to withhold such amounts and
timely pay the same to the appropriate authority in the name of and on behalf
of the Certificateholders, that it will file any necessary withholding tax
returns or statements when due, and that, as promptly as possible after the
payment thereof, it will deliver to each Certificateholder appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such Certificateholders may reasonably request from
time to time. The Pass Through Trustee agrees to file any other information
reports as it may be required to file under United States law. To the extent
that the Pass Through Trustee fails, with respect to any Certificateholder, to
withhold and pay over any such taxes to the appropriate taxing authority, the
Pass Through Trustee shall, upon a claim being made for such taxes by such
authority, and before making any claim to the Company for indemnification under
Section 7.1 of the Participation Agreement (if such indemnification would
otherwise be permissible thereunder), take all reasonable steps to recover such
taxes from such Certificateholder, including, without limitation, withholding
the amount of such taxes from subsequent distributions, if any, to such
Certificateholder. To the extent that the Pass Through Trustee receives any
amount from the Company for indemnification of such taxes which the Pass
Through Trustee thereafter recovers from the appropriate Certificateholder
(including by withholding from subsequent distributions to such
Certificateholder), the Pass Through Trustee shall reimburse the Company
therefor. The Pass Through Trustee shall be permitted to rely upon any
certificate presented by a Certificateholder claiming an exemption from
withholding absent bad faith on the part of the Pass Through Trustee.

SECTION 7.17. Trustee's Liens. The Pass Through Trustee in its individual
capacity agrees that it will at its own cost and expense promptly take such
actions as may be necessary to duly discharge and satisfy in full all Trustee's
Liens.

SECTION 7.18. Preferential Collection of Claims. The Pass Through Trustee
shall comply with Sections 311(a) and (b) of the Trust Indenture Act, excluding
any creditor

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relationship arising under Section 311(b) of the Trust Indenture Act. A Pass
Through Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent indicated.

ARTICLE VIII

CERTIFICATEHOLDERS' LISTS AND REPORTS BY PASS THROUGH TRUSTEE

SECTION 8.1. Company to Furnish Pass Through Trustee with Names and
Addresses of Certificateholders. The Company will furnish to the Pass Through
Trustee within 15 days after each Record Date with respect to a Scheduled
Payment, and at such other times as the Pass Through Trustee may request in
writing, within 30 days after receipt by the Company of any such request, a
list, in such form as the Pass Through Trustee may reasonably require, of all
information in the possession or control of the Company as to the names and
addresses of the Certificateholders, in each case as of a date not more than 15
days prior to the time such list is furnished; provided, however, that so long
as the Pass Through Trustee is the sole Registrar, no such list need be
furnished; and provided further, however, that no such list need be furnished
for so long as a copy of the Register is being furnished to the Pass Through
Trustee pursuant to Section 7.12.

SECTION 8.2. Preservation of Information; Communications to
Certificateholders. The Pass Through Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of
Certificateholders contained in the most recent Register or list furnished to
the Pass Through Trustee as provided in Section 7.12 or Section 8.1, as the
case may be, and the names and addresses of Certificateholders received by the
Pass Through Trustee in its capacity as Registrar, if so acting. The Pass
Through Trustee may destroy any Register or list furnished to it as provided in
Section 7.12 or Section 8.1, as the case may be, upon receipt of a new Register
or list so furnished.

SECTION 8.3. Reports by Pass Through Trustee.

(a) Within 60 days after May 1 of each year commencing with the year 1993,
the Pass Through Trustee shall transmit to the Certificateholders, as provided
in Section 313(c) of the Trust Indenture Act, a report dated as of such May 1,
if required by Section 313(a) of the Trust Indenture Act. The Pass Through
Trustee shall also comply with Section 313(b) of the Trust Indenture Act.

(b) A copy of each such report shall, at the time of transmission to
Certificateholders, be filed by the Pass Through Trustee with each stock
exchange (if any) upon which the Certificates are listed, and also with the
Commission. The Company will notify the Pass Through Trustee when the
Certificates are listed on any stock exchange and any subsequent change with
respect thereto.

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<PAGE> 48
SECTION 8.4. Reports by the Company. The Company shall:

(a) file with the Pass Through Trustee, within 30 days after it is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company is required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended; or if it is not required to file information, documents or reports
pursuant to either of such sections, then to file with the Pass Through Trustee
and the Commission, in accordance with rules and regulations prescribed by the
Commission pursuant to Section 314(a)(1) of the Trust Indenture Act, such of
the supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national
securities exchange as may be prescribed in such rules and regulations;

(b) file with the Pass Through Trustee and the Commission, in accordance
with the rules and regulations prescribed by the Commission, such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Agreement, as may be
required by such rules and regulations, including, in the case of annual
reports, if required by such rules and regulations, certificates or opinions of
independent public accountants, conforming to the requirements of Section 1.2;

(c) transmit to all Certificateholders, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act such summaries of any
information, documents and reports required to be filed by the Company pursuant
to subsections (a) and (b) of this Section 8.4 as may be required by rules and
regulations prescribed by the Commission; and

(d) furnish to the Pass Through Trustee, not less often than annually, a
certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Agreement. For
purposes of this subsection (d), such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Agreement.

ARTICLE IX

SUPPLEMENTS TO PASS THROUGH TRUST AGREEMENT

SECTION 9.1. Supplements to Pass Through Trust Agreement Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Company
may, and the Pass Through Trustee (subject to Section 9.3) shall, at any time
and from time to time enter into one or more agreements supplemental hereto, in
form satisfactory to the Pass Through Trustee, for any of the following
purposes:

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<PAGE> 49
(i) to evidence the succession of another corporation to the Company and
the assumption by any such successor of the covenants of the Company herein
contained;

(ii) to add to the covenants of the Company for the benefit of the
Certificateholders, or to surrender any right or power herein conferred upon
the Company;

(iii) to cure any ambiguity, to correct any manifest error to correct or
supplement any provision herein which may be defective or inconsistent with
any other provision herein or to make any other provisions with respect to
matters or questions arising under this Pass Through Trust Agreement,
provided that any such action shall not adversely affect the interests of the
Certificateholders; or

(iv) to modify, eliminate or add to the provisions of this Pass Through
Trust Agreement to such extent as shall be necessary to continue the
qualification of this Pass Through Trust Agreement (including any
supplemental agreement) under the Trust Indenture Act, or under any similar
Federal statute hereafter enacted, and to add to this Pass Through Trust
Agreement such other provisions as may be expressly permitted by the Trust
Indenture Act, excluding, however, the provisions referred to in Section
316(a)(2) of the Trust Indenture Act as in effect at the date as of which
this instrument was executed or any corresponding provision in any similar
Federal statute hereafter enacted.

SECTION 9.2. Supplements to Pass Through Trust Agreement with Consent of
Certificateholders. With the consent of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest, by Act of such Certificateholders delivered to the
Company and the Pass Through Trustee, the Company may (with the consent of the
Owner Trustees, if any, such consent not to be unreasonably withheld), and the
Pass Through Trustee (subject to Section 9.3) shall, enter into an agreement or
agreements supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Pass
Through Trust Agreement or of modifying in any manner the rights and
obligations of the Certificateholders under this Pass Through Trust Agreement;
provided, however, that no such supplemental agreement shall, without the
consent of each Certificateholder of an Outstanding Certificate affected
thereby:

(i) reduce in any manner the amount of, or delay the timing of, any
receipt by the Pass Through Trustee of payments on the Equipment Notes held
in the Pass Through Trust or distributions that are required to be made
herein on any Certificate, or change any date of payment on any Certificate,
or change the place of payment where, or the coin or currency in which, any
Certificate is payable, or impair the right to institute suit for the
enforcement of any such payment or distribution on or after the Regular
Distribution Date or Special Distribution Date applicable thereto;

(ii) permit the disposition of any Equipment Note in the Trust Property
except as permitted by this Pass Through Trust Agreement, or otherwise
deprive any

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<PAGE> 50
Certificateholder of the beneficial ownership of the Equipment Notes in the
Pass Through Trust;

(iii) reduce the percentage of the aggregate Fractional Undivided
Interests of the Pass Through Trust required for any such supplemental
agreement, or reduce such percentage required for any waiver (of compliance
with certain provisions of this Pass Through Trust Agreement or certain
defaults hereunder and their consequences) provided or in this Pass Through
Trust Agreement; or

(iv) modify any of the provisions of this Section or Section 6.5, except
to increase any such percentage or to provide that certain other provisions
of this Pass Through Trust Agreement cannot be modified or waived without the
consent of the Certificateholder of each Certificate affected thereby.

It shall not be necessary for any Act of Certificateholders under this
Section to approve the particular form of any proposed supplemental agreement,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 9.3. Documents Affecting Immunity or Indemnity. If in the opinion
of the Pass Through Trustee any document required to be executed by it pursuant
to the terms of Section 9.1 or 9.2 affects any interest, right, duty,
obligation, immunity or indemnity in favor of the Pass Through Trustee under
this Pass Through Trust Agreement, the Pass Through Trustee may in its
discretion decline to execute such document.

SECTION 9.4. Execution of Supplements to Pass Through Trust Agreements. In
executing, or accepting the additional trusts created by, any supplemental
agreement permitted by this Article or the modifications thereby of the trusts
created by this Pass Through Trust Agreement, the Pass Through Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental agreement is
authorized or permitted by this Pass Through Trust Agreement.

SECTION 9.5. Effect of Supplements to Pass Through Trust Agreement. Upon
the execution of any supplemental agreement under this Article, this Pass
Through Trust Agreement shall be modified in accordance therewith, and such
supplemental agreement shall form a part of this Pass Through Trust Agreement
for all purposes; and every Certificateholder of Certificates theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.6. Conformity with Trust Indenture Act. Every supplemental
agreement executed pursuant to this Article shall conform to the requirements
of the Trust Indenture Act as then in effect.

SECTION 9.7. Reference in Certificates to Supplements to Pass Through Trust
Agreements. Certificates authenticated and delivered after the execution of
any supplemental agreement pursuant to this Article may bear a notation in form
approved by the Pass Through Trustee as to any matter provided for in such
supplemental agreement, and, in such case,

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<PAGE> 51

suitable notation may be made upon Outstanding Certificates after proper
presentation and demand.

ARTICLE X.

AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS

SECTION 10.1. Amendments and Supplements to Indentures and Other Note
Documents. In the event that the Pass Through Trustee, as holder of any
Equipment Note in trust for the benefit of the Certificateholders, receives a
request for a consent to any amendment, modification, waiver or supplement
under any Indenture or other Note Document or any Participation Agreement, the
Pass Through Trustee shall forthwith send a notice of such proposed amendment
modification, waiver or supplement, to each Certificateholder registered on the
Register as of such date. The Pass Through Trustee shall request from the
Certificateholders Directions as to (a) whether or not to direct such Indenture
Trustee to take or refrain from taking any action which a holder of such
Equipment Note has the option to direct, (b) whether or not to give or execute
any waivers, consents, amendments, modifications or supplements as a holder of
such Equipment Note and (c) how to vote any Equipment Note if a vote has been
called for with respect thereto. Provided such a request for Certificateholder
Direction shall have been made, in directing any action or casting any vote or
giving any consent as the holder of any Equipment Note, the Pass Through
Trustee shall vote or consent with respect to such Equipment Note in the same
proportion as the Certificates were actually voted by Acts of
Certificateholders delivered to the Pass Through Trustee prior to two Business
Days before the Pass Through Trustee directs such action or casts such vote or
gives such consent. Notwithstanding the foregoing, but subject to Section 6.4,
in the case that an Event of Default hereunder shall have occurred and be
continuing, the Pass Through Trustee may, in its own discretion and at its own
direction, consent and notify the relevant Indenture Trustee of such consent to
any amendment, modification, waiver or supplement under any Indenture or other
Note Document or any Participation Agreement.

ARTICLE XI.

TERMINATION OF TRUST

SECTION 11.1. Termination of the Pass Through Trust. The respective
obligations and responsibilities of the Company and the Pass Through Trustee
created hereby and the Pass Through Trust created hereby shall terminate upon
the distribution to all Certificateholders and the Pass Through Trustee of all
amounts required to be distributed to them pursuant to this Pass Through Trust
Agreement and the disposition of all property held as part of the Trust
Property; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of George Bush, President of the United States, living on
the date of this Pass Through Trust Agreement.

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<PAGE> 52
Notice of any termination, specifying the Regular Distribution Date (or
Special Distribution Date, as the case may be) upon which the
Certificateholders may surrender their Certificates to the Pass Through Trustee
for payment of the final distribution and cancellation, shall be mailed
promptly by the Pass Through Trustee to Certificateholders not earlier than the
60th day and not later than the 20th day next preceding such final
distribution, specifying (a) the Regular Distribution Date (or Special
Distribution Date, as the case may be) upon which the proposed final payment of
the Certificates will be made upon presentation and surrender of Certificates
at the office or agency of the Pass Through Trustee therein specified, (b) the
amount of any such proposed final payment, and (c) that the Record Date
otherwise applicable to such Regular Distribution Date (or Special Distribution
Date, as the case may be) is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of the
Pass Through Trustee therein specified. The Pass Through Trustee shall give
such notice to the Registrar at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Pass Through Trustee shall cause to be distributed to Certificateholders
amounts distributable on such Regular Distribution Date (or Special
Distribution Date, as the case may be) pursuant to Section 4.2.

In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above-mentioned written notice, the Pass Through Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. In the event that any money held by the Pass Through Trustee for the
payment of distributions on the Certificates shall remain unclaimed for two
years and 11 months after the final distribution date with respect thereto, the
Pass Through Trustee shall pay to each Indenture Trustee the appropriate amount
of money relating to such Indenture Trustee and shall give written notice
thereof to the Owner Trustees and the Company.

ARTICLE XII.

MISCELLANEOUS PROVISIONS

SECTION 12.1. Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this Pass
Through Trust Agreement or the Pass Through Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Pass Through Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

SECTION 12.2. Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Pass
Through Trust, the Fractional Undivided Interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Pass
Through Trust or for any reason whatsoever, and Certificates upon
authentication thereof by the Pass Through Trustee pursuant to Section 3.2 are
and shall be deemed fully paid. No Certificateholder shall have any right
(except as expressly provided herein) to vote or in any manner otherwise
control the operation and management of the Trust Property, the Pass Through

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<PAGE> 53

Trust established hereunder, or the obligations of the parties hereto, nor
shall anything set forth herein, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association.

SECTION 12.3. Notices.

a. Unless otherwise expressly specified or permitted by the terms
hereof, all communications and notices provided for herein shall be in writing,
and any such notice shall become effective (i) upon personal delivery thereof,
including, without limitation by overnight mail and courier service, (ii) in
the case of notice by United States mail, certified or registered, postage
prepaid, return receipt requested, three days after being so deposited in the
United States mail, or (iii) in the case of notice by facsimile transmission,
upon transmission thereof, provided such transmission is promptly confirmed
(which conformation may be mechanical), in each case addressed to each party
here to at the addresses set forth below:

if to the Company, to:

Union Tank Car Company
225 West Washington Street
Chicago, Illinois 60606
Attention: Robert W. Webb, Secretary
Facsimile: (312) 845-5305
Telephone: (312) 372-9500

with a copy to:

Neal Gerber & Eisenberg
2 North LaSalle Street
Chicago, Illinois 60602
Attention: William M. Holzman, Esq.
Facsimile: (312) 269-1747
Telephone: (312) 269-8000

if to the Pass Through Trustee, to:

__________________________________
__________________________________
__________________________________

Attention:
Facsimile:
Telephone:

With a copy to:

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<PAGE> 54

__________________________________
__________________________________
__________________________________
Attention:
Facsimile:
Telephone:

b. The Company and the Pass Through Trustee, by notice to the other
parties, may designate additional or different addresses for subsequent notices
or communications.

c. Any notice or communication to Certificateholders shall be mailed
by first-class mail to the addresses for Certificateholders shown on the
Register kept by the Registrar and to addresses filed with the Pass Through
Trustee for Certificate Owners. Failure so to mail a notice or communication
or any defect in such notice or communication shall not affect its sufficiency
with respect to other Certificateholders.

d. If a notice or communication is mailed in the manner provided above
within the time prescribed, it is conclusively presumed to have been duly
given, whether or not the addressee receives it.

e. If the Company mails a notice or communication to the
Certificateholders, it shall mail a copy to the Pass Through Trustee and to
each Paying Agent at the same time.

f. Notwithstanding the foregoing, all communications or notices to the
Pass Through Trustee shall be deemed to be given only when received by a
Responsible Officer of the Pass Through Trustee.

(g) The Pass Through Trustee shall promptly furnish the Company with a
copy of any demand, notice or written communication received by the Pass
Through Trustee hereunder from any Certificateholder, Owner Trustee or
Indenture Trustee.

SECTION 12.4. Communication by Certificateholder with Other
Certificateholders. Certificateholders may communicate pursuant to Section
312(b) of the Trust Indenture Act with other Certificateholders with respect to
their rights under this Pass Through Trust Agreement or under the Certificates,
and the Pass Through Trustee shall comply with Section 312(b) of the Trust
Indenture Act. The Company and the Pass Through Trustee shall have the
protection of Section 312(c) of the Trust Indenture Act.

SECTION 12.5. Governing Law. THIS PASS THROUGH TRUST AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
ILLINOIS WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OF CONFLICT OF LAW
PROVISION OR RULE AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

-48-

<PAGE> 55
SECTION 12.6. Severability of Provisions. Whenever possible, each
provision of this Pass Through Trust Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Pass Through Trust Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Pass Through Trust Agreement.

SECTION 12.7. Trust Indenture Act Controls. This Agreement is subject
to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions.

SECTION 12.8. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

SECTION 12.9. Successors and Assigns. All covenants, agreements,
representations and warranties in this Pass Through Trust Agreement by the Pass
Through Trustee, the Company shall bind and, to the extent permitted hereby,
shall inure to the benefit of and be enforceable by their respective successors
and assigns, whether so expressed or not.

SECTION 12.10. Benefits of Pass Through Trust Agreement. Nothing in
this Pass Through Trust Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, and the Certificateholders, any benefit or any legal or equitable
right, remedy or claim under this Pass Through Trust Agreement.

SECTION 12.11. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate
shall not be a Business Day, then (notwithstanding any other provision of this
Pass Through Trust Agreement) payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such Regular Distribution Date or Special Distribution Date, and no
interest shall accrue during the intervening period.

SECTION 12.12. Counterparts. For the purpose of facilitating the
execution of this Pass Through Trust Agreement and for other purposes, this
Pass Through Trust Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute but one and the same instrument.

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<PAGE> 56
IN WITNESS WHEREOF, the Company and the Pass Through Trustee
have caused this Pass Through Trust Agreement to be duly executed by their
respective officers, duly attested, all as of the day and year first above
written.

UNION TANK CAR COMPANY

Attest: By
Title:

Title:

The First National Bank of Chicago,
as Pass Through Trustee

Attest: By
Title:

Title:

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<PAGE> 57
EXHIBIT A

FORM OF CERTIFICATE

*Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to issuer or its agent for registration of transfer, exchange or payment, and
any Certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch the registered owner hereof,
Cede & Co., has an interest herein.

UNION TANK CAR COMPANY 1994-A PASS THROUGH TRUST

Pass Through Certificate,
Series 1994-A

Final Distribution Date:

evidencing a fractional undivided interest in a trust, the
property of which includes certain equipment notes each secured by
equipment leased to Union Tank Car Company.

Certificate
No. $ Fractional Undivided Interest
representing % of the Trust

THIS CERTIFIES THAT , for value received,
is the registered owner of a $ (
dollars) Fractional Undivided Interest in the Union Tank Car Company 1994-A
Pass Through Trust (the "Trust") created by NationsBank of South Carolina,
National Association, as trustee (the "Pass Through Trustee"), pursuant to a
Pass Through Trust Agreement 1994-A dated as of December __, 1994 (the "Pass
Through Trust Agreement") between the Pass Through Trustee and Union Tank Car
Company, a Delaware corporation (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Pass Through Trust Agreement. This Certificate is one of the duly
authorized Certificates designated as "Pass Through Certificates, Series
1994-A" (herein called the "Certificates"). This Certificate is issued under
and is subject

* This legend to appear on Book-Entry Certificates to be deposited with the
Depository Trust Company. One Certificate may be issued in a
denomination less than $1,000 which shall not have this legend.

<PAGE> 58
to the terms, provisions, and conditions of the Pass Through Trust Agreement,
to which Pass Through Trust Agreement the Certificateholder of this Certificate
by virtue of the acceptance hereof assents and by which such Certificateholder
is bound. The property of the Pass Through Trust (the "Trust Property")
includes certain Equipment Notes. Each issue of Equipment Notes is secured by,
among other things, a security interest in Equipment leased to the Company.

Subject to and in accordance with the terms of the Pass
Through Trust Agreement, from funds then available to the Pass Through Trustee,
there will be distributed on January 2 and July 2 of each year (each a "Regular
Distribution Date"), commencing on January 2, 1995, to the Person in whose name
this Certificate is registered at the close of business on the Business Day
preceding the Regular Distribution Date, an amount in respect of the Scheduled
Payments on the Equipment Notes due on such Regular Distribution Date, the
receipt of which has been confirmed by the Pass Through Trustee, equal to the
product of the percentage interest in the Pass Through Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments. Subject
to and in accordance with the terms of the Pass Through Trust Agreement, in the
event that Special Payments on the Equipment Notes are received by the Pass
Through Trustee, from funds then available to the Pass Through Trustee, there
shall be distributed on the applicable Special Distribution Date, to the Person
in whose name this Certificate is registered at the close of business on the
Business Day preceding the Special Distribution Date, an amount in respect of
such Special Payments on the Equipment Notes, the receipt of which has been
confirmed by the Pass Through Trustee, equal to the product of the percentage
interest in the Pass Through Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Regular
Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day with the
same force and effect as if made on such Regular Distribution Date or Special
Distribution Date and no interest shall accrue during the intervening period.
The Special Distribution Date shall be the second day of the month, or such
other date, if any, determined as provided in the Pass Through Trust Agreement.
The Pass Through Trustee shall mail notice of each Special Payment and the
Special Distribution Date therefor to the Certificateholder of this
Certificate.

Distributions on this Certificate will be made by the Pass
Through Trustee by wire transfer of funds to the Person entitled thereto,
without the presentation or surrender of this Certificate or the making of any
notation hereon, provided, however, that in the event Certificates are issued
in the form of Registered Certificates, distributions on this Certificate will
be made by check mailed to the Person entitled thereto. Except as otherwise
provided in the Pass Through Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after notice mailed by the
Pass Through Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Pass Through Trustee specified in such notice.

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

A-B
<PAGE> 59
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been
executed by the Pass Through Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pass Through Trust Agreement or
be valid for any purpose.

IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Certificate to be duly executed.

UNION TANK CAR COMPANY
1994-A PASS THROUGH TRUST

By: The First National Bank of Chicago,
as Pass Through Trustee

By: __________________________
Title:

A-B
<PAGE> 60
[Reverse of Certificate]

The Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in the Company, the Pass Through
Trustee, in its individual or trust capacities, any Owner Participant, any
Owner Trustee in its individual capacity, or any affiliate of any thereof. The
Certificates are limited in right of payment, all as more specifically set
forth on the face hereof and in the Pass Through Trust Agreement. All payments
or distributions made to Certificateholders under the Pass Through Trust
Agreement shall be made only from the Trust Property and only to the extent
that the Pass Through Trustee shall have sufficient income or proceeds from the
Trust Property to make such payments in accordance with the terms of the Pass
Through Trust Agreement. Each Certificateholder of this Certificate, by its
acceptance hereof, agrees that it will look solely to the income and proceeds
from the Trust Property to the extent available for distribution to such
Certificateholder as provided in the Pass Through Trust Agreement. This
Certificate does not purport to summarize the Pass Through Trust Agreement and
reference is made to the Pass Through Trust Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby. A copy of the Pass Through Trust Agreement may be examined
during normal business hours at the principal office of the Pass Through
Trustee, and at such other places, if any, designated by the Pass Through
Trustee, by any Certificateholder upon request.

The Pass Through Trust Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the Certificateholders
under the Pass Through Trust Agreement at any time by the Company and the Pass
Through Trustee with the consent of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Pass Through Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange hereof or
in lieu hereof whether or not notation of such consent is made upon this
Certificate. The Pass Through Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders of any of the Certificates.

As provided in the Pass Through Trust Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registrable in the Register upon surrender of this Certificate for registration
of transfer at the offices or agencies maintained by the Pass Through Trustee
in its capacity as Registrar, or by any successor Registrar, in the Borough of
Manhattan, the City of New York, duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Pass Through Trustee and the
Registrar duly executed by the Certificateholder hereof or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Pass Through Trust will be issued to the
designated transferee or transferees.

A-B
<PAGE> 61
The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $1,000 and $1,000 integral
multiples thereof, except that one Certificate may be in a denomination of less
than $1,000. As provided in the Pass Through Trust Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Pass Through Trust, as requested by the
Certificateholder surrendering the same.

No service charge will be made for any such registration of
transfer or exchange, but the Pass Through Trustee shall require payment of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.

The Pass Through Trustee, the Registrar, and any agent of the
Pass Through Trustee or the Registrar may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Pass Through Trustee, the Registrar, nor any such agent shall be affected by
any notice to the contrary.

The obligations and responsibilities created by the Pass
Through Trust Agreement and the Pass Through Trust created thereby shall
terminate upon the distribution to Certificateholders of all amounts required
to be distributed to them pursuant to the Pass Through Trust Agreement and the
disposition of all property held as part of the Trust Property.

A-B
<PAGE> 62
[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

Dated:

This is one of the Certificates referred to in the
within-mentioned Pass Through Trust Agreement.

The First National Bank of Chicago,
as Pass Through Trustee

By:
Authorized Officer

A-B
<PAGE> 63

FORM OF
LETTER OF REPRESENTATIONS

UNION TANK CAR COMPANY
Issuer

The First National Bank of Chicago
Trustee

__________ __, 1994

Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, New York 10041

Re: Pass Through Certificates, Series 1994-A

Ladies and Gentlemen:

This letter sets forth our understanding with respect to
certain matters relating to the above-referenced issue (the "Bonds"). The
First National Bank of Chicago will act as trustee with respect to the Bonds
pursuant to a trust indenture dated as of ________ __, 1994 (the "Indenture").
Pursuant to an underwriting agreement dated December __, 1994 (the
"Underwriting Agreement"), by and between the Issuer and Salomon Brothers Inc
("Underwriter"), the Issuer has agreed to issue, and Underwriter has agreed to
purchase, the Bonds.

To induce The Depository Trust Company ("DTC") to accept the
Bonds as eligible for deposit at DTC, and act in accordance with its Rules with
respect to the Bonds, the Issuers and the Trustee make the following
representations to DTC:

1. Subsequent to Closing on the Bonds on December __, 1994,
there shall be deposited with DTC one Bond certificate in registered form
registered in the name of DTC's nominee, Cede & Co., for each stated maturity
of the Bonds in the face amount set forth on Schedule A hereto, the total of
which represents 100% of the principal amount of such Bonds. If, however, the
aggregate principal amount of any maturity exceeds $150,000,000, one
certificate will be issued with respect to each $150,000,000 of principal
amount and an

<PAGE> 64
additional certificate will be issued with respect to any remaining principal
amount. Each $150,000,000 Bond certificate shall bear the following legend:

Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
Issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC) ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.

2. In the event of any solicitation of consents from and
voting by holders of the Bonds, the Issuer or Trustee shall establish a record
date for such purposes (with no provision for revocation of consents or votes
by subsequent holders) and shall, to the extent possible, send notice of such
record date not less than 15 calendar days in advance of such record date to
the extent possible.

3. In the event of a full or partial redemption or an advance
refunding of outstanding Bonds, the Issuer or Trustee shall send notice of such
event to DTC not less than 30 days nor more than 60 days prior to the
redemption date or, in the case of an advance refunding, the date the proceeds
are deposited in escrow.

4. In the event of a partial redemption or an advance
refunding of part of the Bonds, the Issuer or Trustee shall send a notice to
DTC specifying: (a) the amount of the redemption or refunding; (b) in the case
of a refunding, the maturity date(s) established under the refunding; and (c)
the date such notice is to be mailed to Bondholders or published (the
"Publication Date"). Such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before the Publication Date. The
Issuer or the Trustee will forward such notice either in a separate secure
transmission for each CUSIP number or in a secure transmission for multiple
CUSIP numbers (if applicable) which includes a manifest or list of each CUSIP
submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and timeliness of the
notice.) The Publication Date shall not be less than 30 days nor more than 60
days prior to the redemption date.

5. In the event of an invitation to tender the Bonds, notice
by the Issuer or the Trustee to Bondholders specifying the terms of the tender
and the Publication Date shall be sent to DTC by a secure means in the manner
set forth in the preceding Paragraph.

6. All notices and payment advices sent to DTC shall contain
the CUSIP number of the Bonds.

B-2
<PAGE> 65
7. Notices to DTC pursuant to Paragraph 2 by telecopy shall
be sent to DTC's Reorganization Department at (212) 709-6896 or (212) 709-6897,
and receipt of such notices shall be confirmed by telephoning (212) 709-6870.
Notices to DTC pursuant to Paragraph 2 by mail or by any other means shall be
sent to:

Supervisor; Proxy
Reorganization Department
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004-2695

8. Notices to DTC pursuant to Paragraphs 3 and 4 by telecopy
shall be sent to DTC's Call Notification Department at (516) 227-4164 or (516)
227-4190, and receipt of such notices shall be confirmed by telephoning (516)
227-4070. Notices to DTC pursuant to Paragraphs 3 and 4 by mail or by any
other means shall be sent to:

Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719

9. Notices to DTC pursuant to Paragraph 5 and notices of
other corporate actions (including mandatory tenders, exchanges, and capital
changes) by telecopy shall be sent to DTC's Reorganization Department at (212)
709-1093 or (212) 709-1094, and receipt of such notices shall be confirmed by
telephoning (212) 709-6884. Notices to DTC pursuant to the above by mail or by
any other means shall be sent to:

Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, NY 10004-2695

10. Trustee shall send DTC written notice with respect to the
dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably five,
but not less than two, business days prior to such payment date. Such notices,
which shall also contain Trustee contact's name and telephone number, shall be
sent by telecopy to DTC's Dividend Department at (212) 709-1723, or by mail or
by any other means to:

Manager; Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, New York 10004
Telecopier: (212) 709-2695

B-3
<PAGE> 66
11. Interest payments and payments of principal that are part
of periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns in same-day funds on each payment
date (or the equivalent in accordance with existing arrangements between the
Issuers or Trustee and DTC). Such payments shall be made payable to the order
of Cede & Co. Absent any other existing arrangements such payments shall be
addressed as follows:

Manager; Cash Receipts
Dividend Department
The Depository Trust Company
7 Hanover Square, 4th Floor
New York, New York 10004

12. Securities Eligible for DTC's Same-Day Funds Settlement
System ("SDFS")

Other payments of principal (redemption payments) shall be
made in same day funds by Trustee in the manner set forth in the SDFS Paying
Agent Operating Procedures, a copy of which previously has been furnished to
the Trustee.

Securities Eligible for DTC's Next-Day Funds Settlement
System ("NDFS")

Other payments of principal (redemption payments) shall be
made in next-day funds by Trustee to Cede & Co., as nominee of DTC, or its
registered assigns, on each payment date. Such payments shall be made payable
to the order of Cede & Co., and shall be addressed as follows:

NDFS Redemption Department
The Depository Trust Company
55 Water Street, 50th Floor
New York, NY 10041-0099

13. DTC may direct Issuers or Trustee to use any other
telephone number or address as the number or address to which notices or
payments of interest or principal may be sent.

14. In the event of a redemption, acceleration or any other
similar transaction (e.g., tender made and accepted in response to the Issuer's
or the Trustee's invitation) necessitating a reduction in aggregate principal
amount of Bonds outstanding or an advance refunding of part of the Bonds
outstanding, DTC, in its discretion: (a) may request the Issuer or the Agent
to issue and authenticate a new Bond certificate, or (b) may make an
appropriate notation on the Bond certificate indicating the date and amount of
such reduction in principal except in the case of final maturity, in which case
the certificate must be presented to the Issuers or Agent prior to payment.

15. In the event that the Issuer determines that beneficial
owners of Bonds shall be able to obtain certificated Bonds, the Issuer or the
Trustee shall notify DTC of the availability

B-4
<PAGE> 67
of Bond certificates. In such event, the Issuer or the Trustee shall issue,
transfer and exchange Bond certificates in appropriate amounts, as required by
DTC and others.

16. DTC may determine to discontinue its service as
securities depository with respect to the Bonds at any time by giving
reasonable notice to the Issuer or the Trustee (at which time DTC will confirm
with the Issuer or the Trustee the aggregate principal amount of the Bonds
outstanding). Under such circumstances, at DTC's request the Issuer and the
Trustee shall cooperate fully with DTC by taking appropriate action to make
available one or more separate certificates evidencing Bonds to any DTC
Participant having Bonds credited to its DTC accounts.

B-5
<PAGE> 68
17. Nothing herein shall be deemed to require the Trustee to
advance funds on behalf of the Issuer.

Very truly yours,

UNION TANK CAR COMPANY

By: _________________

As: _________________

The First National Bank of Chicago
Trustee

By: _________________

Its: _________________

Received and Accepted:

THE DEPOSITORY TRUST COMPANY

By: _________________

Its: _________________

cc: Salomon Brothers Inc
Mayer, Brown & Platt

B-6
<PAGE> 69
SCHEDULE I

<TABLE>
<CAPTION>
Equipment Notes
Issued under Principal
Indentures: Amount Maturity
- ---------------- --------------- ---------------
<S> <C> <C>
L-________ $

L-________

Total $
</TABLE>

<PAGE> 1

EXHIBIT 4(b)(1)

Participation Agreement

(UTC Trust No. 1994-A)

Dated as of December , 1994

Among

Union Tank Car Company,
as Lessee

,
as Owner Trustee

,
as Owner Participant

,
as Indenture Trustee

And

,
as Pass Through Trustee

Covered Hoppers and Tank Cars

<PAGE> 2

Table of Contents
<TABLE>
<CAPTION>
Page
----

<S> <C>
SECTION 1. DEFINITIONS; INTERPRETATION OF THIS AGREEMENT. . . . . . . . . . . . . . . . . . . . . 2

SECTION 2. SALE AND PURCHASE; PARTICIPATION IN EQUIPMENT COST; CLOSING; TRANSACTION COSTS. . . . 2
Section 2.1. Sale and Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.2. Participation in Equipment Cost . . . . . . . . . . . . . . . . . . . . . 2
Section 2.3. Closing Date; Procedure for Participation . . . . . . . . . . . . . . . . 3
Section 2.4. Owner Participant's Instructions to the Owner Trustee;
Satisfaction of Conditions . . . . . . . . . . . . . . . . . . . . . 4
Section 2.5. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.6. Calculation of Adjustments to Basic Rent, Stipulated Loss
Value and Termination Value; Confirmation and Verification . . . . . . . . 7
Section 2.7. Postponement of Closing Date . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 3. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.1. Representations and Warranties of the Owner Trustee . . . . . . . . . . . 11
Section 3.2. Representations and Warranties of the Lessee . . . . . . . . . . . . . . . 13
Section 3.3. Representations and Warranties of the Indenture Trustee . . . . . . . . . 17
Section 3.4. Representations, Warranties and Covenants Regarding
Beneficial Interest and Equipment Notes . . . . . . . . . . . . . . . 18
Section 3.5. Representations and Warranties of the Pass Through Trustee . . . . . . . . 19
Section 3.6. Representations and Warranties of the Owner Participant . . . . . . . . . 20
Section 3.7. Opinion Acknowledgment . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECTION 4. CLOSING CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.1. Conditions Precedent to Investment by Each Participant . . . . . . . . . . 22
Section 4.2. Additional Conditions Precedent to Investment by Pass
Through Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.3. Additional Conditions Precedent to Investment by Owner
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.4. Conditions Precedent to the Obligation of the Lessee . . . . . . . . . . . 26

SECTION 5. FINANCIAL AND OTHER REPORTS OF THE LESSEE . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 6. CERTAIN COVENANTS OF THE PARTICIPANTS, THE TRUSTEES AND THE LESSEE . . . . . . . . . . 29
Section 6.1. Restrictions on Transfer of Beneficial Interest . . . . . . . . . . . . . 29
Section 6.2. Lessor's Liens Attributable to the Owner Participant . . . . . . . . . . . 31
Section 6.3. Lessor's Liens Attributable to the Owner Trustee . . . . . . . . . . . . . 32
Section 6.4. Liens Created by the Indenture Trustee and the Loan
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

-i-
<PAGE> 3

<TABLE>
<S> <C>
Section 6.5. Covenants of Owner Trustee, Owner Participant and Indenture
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 6.6. Amendments to Operative Agreements . . . . . . . . . . . . . . . . . . . . 33
Section 6.7. Covenant of the Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 6.8. Merger Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 6.9. Lessee's Purchase in Certain Circumstances . . . . . . . . . . . . . . . . 34
Section 6.10. Owner Participant an Affiliate of Lessee . . . . . . . . . . . . . . . . . 35
Section 6.11. Corporate Existence; Place of Business . . . . . . . . . . . . . . . . . . 35
Section 6.12. No Impairment of Warranties . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 7. LESSEE'S INDEMNITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.1. General Tax Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.2. General Indemnification and Waiver of Certain Claims . . . . . . . . . . . 43

SECTION 8. LESSEE'S RIGHT OF QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 9. SUCCESSOR INDENTURE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 10. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 10.1. Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 10.2. Refinancing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 10.3. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.4. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.5. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.6. No Guarantee of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.8. Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.9. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.10. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.11. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.12. Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.13. Limitations of Liability . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.14. Maintenance of Non-Recourse Debt . . . . . . . . . . . . . . . . . . . . . 53
Section 10.15. Ownership of and Rights in Units . . . . . . . . . . . . . . . . . . . . . 54

</TABLE>

-ii-
<PAGE> 4
EXHIBITS

Exhibit A - Insurance
Exhibit B - Insurance Requirements

SCHEDULES

Schedule 1 - Description of Equipment, Designation of Basic Groups,
Designation of Functional Groups, and Equipment Cost
Schedule 2 - Payment Information for Participants
Schedule 3 - Schedule of Basic Rent Payments
Schedule 4 - Schedule of Stipulated Loss Value
Schedule 5 - Schedule of Termination Value
Schedule 6 - Terms of Equipment Notes
Schedule 7 - Early Purchase Information
Schedule 8 - Basic Term Purchase Information

-iii-
<PAGE> 5
PARTICIPATION AGREEMENT (UTC TRUST NO. 1994-A)

This Participation Agreement (UTC Trust No. 1994-A), dated as of
December , 1994 (this "Agreement"), among (i) Union Tank Car Company, a
Delaware corporation (herein, together with its successors and assigns, called
the "Lessee"), (ii) , a , not in its individual
capacity except as expressly stated herein, but solely as trustee under the
Trust Agreement (as hereinafter defined) (herein in such capacity, together with
its successors and assigns, called the "Owner Trustee"), (iii) , a
(herein, together with its successors and assigns, called the "Owner
Participant"), (iv) , a , as trustee under the
Indenture (as defined below) (herein in such capacity, together with its
successors and assigns, called the "Indenture Trustee"), and (v) , a
, not in its individual capacity except as expressly provided herein but solely
as Pass Through Trustee under the Pass Through Trust Agreement (as hereinafter
defined) (herein in such capacity, together with its successors and assigns,
called the "Pass Through Trustee" or the "Loan Participant"). The Owner
Participant and the Loan Participant are herein sometimes referred to together
as the "Participants".

WITNESSETH:

WHEREAS, concurrently with the execution and delivery of this
Agreement, the Owner Participant has entered into the Trust Agreement (UTC
Trust No. 1994-A) pursuant to which the Owner Trustee agrees, among other
things, to hold the Trust Estate for the benefit of the Owner Participant
thereunder on the terms specified in the Trust Agreement, subject, however, to
the Lien created under the Indenture and, subject to the terms and conditions
hereof, to purchase the Units of Equipment described in Schedule 1 hereto from
the Lessee and concurrently therewith lease such Units of Equipment to the
Lessee;

WHEREAS, pursuant to the Pass Through Trust Agreement, on the Closing
Date, a grantor trust will be created to facilitate the financing contemplated
hereby;

WHEREAS, concurrently with the execution and delivery of this
Agreement, the Owner Trustee has entered into the Indenture with the Indenture
Trustee pursuant to which Indenture the Owner Trustee agrees, among other
things, for the benefit of the holder or holders of the Equipment Notes, to
issue to the Pass Through Trustee as Loan Participant, the Equipment Notes as
evidence of the loan made by the Loan Participant participating in the
financing of the Equipment Cost for the Equipment;

WHEREAS, pursuant to the terms of the Trust Agreement, the Owner
Trustee is authorized and directed by the Owner Participant (i) to accept
delivery of the Bill of Sale evidencing the purchase and transfer of title of
each Unit to the Owner Trustee and (ii) to execute and deliver the Lease
pursuant to which, subject to the terms and conditions set forth therein, the
Owner Trustee agrees to lease to the Lessee, and the Lessee agrees to lease
from the Owner Trustee, each Unit of Equipment to be delivered on the Closing
Date, such lease to be evidenced by the execution and delivery of a Lease
Supplement covering such Units;

<PAGE> 6
WHEREAS, concurrently with the execution and delivery of this
Agreement, the Lessee and the Owner Participant have entered into the Tax
Indemnity Agreement relating to the Equipment; and

WHEREAS, the proceeds from the sale of the Equipment Notes to the Loan
Participant will be applied, together with the equity contribution made by the
Owner Participant pursuant to this Agreement, to effect the purchase of the
Equipment by the Owner Trustee contemplated hereby.

NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, receipt of which is
acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION OF THIS AGREEMENT.

The capitalized terms used in this Agreement (including the foregoing
recitals) and not otherwise defined herein shall have the respective meanings
specified in Appendix A hereto, unless the context hereof shall otherwise
require. All references to Sections, Schedules and Exhibits herein are to
Sections, Schedules and Exhibits of this Agreement unless otherwise indicated.
All accounting terms not otherwise defined herein or in Appendix A hereto have
the meanings assigned to them in accordance with generally accepted accounting
principles. The words herein, hereof and hereunder and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.

SECTION 2. SALE AND PURCHASE; PARTICIPATION IN EQUIPMENT COST; CLOSING;
TRANSACTION COSTS.

Section 2.1. Sale and Purchase. Subject to the terms and
conditions hereof and on the basis of the representations and warranties set
forth herein, the Lessee agrees to sell to the Owner Trustee and the Owner
Trustee agrees to purchase from the Lessee, on the Closing Date, the Units
described in Schedule 1 as hereinafter provided, and in connection therewith,
the Owner Trustee agrees to pay to the Lessee the cost for each of the various
Units as specified in Schedule 1; provided, however, that the Owner Trustee
shall not be obligated to purchase on the Closing Date any Unit that is
destroyed, damaged, defective, in unsuitable condition or otherwise
unacceptable to the Lessee for lease pursuant to the Lease. The Lessee shall
deliver said Units of Equipment to the Owner Trustee and the Owner Trustee
shall accept such delivery on a delivery date as more fully provided herein
(the "Closing Date"); provided that the Closing Date shall occur on or prior to
December 31, 1994.

Section 2.2. Participation in Equipment Cost.

(a) Equity Participation. Subject to the terms and conditions
hereof and on the basis of the representations and warranties set forth herein,
on the Closing Date the Owner Participant agrees to participate in the payment
of the Equipment Cost for the Units delivered on the Closing Date by making an
equity investment in the beneficial ownership of such Units in the

-2-
<PAGE> 7
amount equal to the product of the aggregate Equipment Cost for the Units
delivered on the Closing Date and the percentage set forth opposite the Owner
Participant's name in Schedule 2 (the Owner Participant's "Commitment"). The
aggregate amount of the Owner Participant's Commitment shall not exceed $ .
The Owner Participant's Commitment shall be paid to the Indenture Trustee to
be held (but not as part of the Indenture Estate) and applied on behalf of the
Owner Trustee toward the payment of the Equipment Cost for the Units as
provided in Section 2.3.

(b) Debt Participation. Subject to the terms and conditions
hereof and on the basis of the representations and warranties set forth herein,
on the Closing Date the Loan Participant agrees to participate in the payment
of the Equipment Cost for the Units delivered on the Closing Date by making a
secured loan, to be evidenced by the Equipment Notes, to the Owner Trustee in
the amount equal to the product of the aggregate Equipment Cost for the Units
delivered on the Closing Date and the percentage set forth opposite such Loan
Participant's name in Schedule 2 (the Loan Participant's "Commitment"). The
aggregate amount of the Loan Participant's Commitment shall not exceed $ .
The Equipment Notes shall bear interest at the rates set forth on Schedule 6.

(c) Interim Interest Payment. On the Basic Term Commencement
Date, the Owner Trustee covenants and agrees that it will pay, using funds that
are to be advanced by the Owner Participant on such date, to the Indenture
Trustee the interest (the "Interim Interest") due and payable to the Loan
Participant on such date under the Equipment Notes. The Owner Participant
shall have no personal liability to advance such funds and shall notify the
Owner Trustee and the Lessee at least five Business Days prior to the Basic
Term Commencement Date if the Owner Participant will not advance the Interim
Interest to the Owner Trustee. The Owner Trustee shall promptly notify the
Lessee if the Owner Participant fails to advance the Interim Interest pursuant
to this Section 2.2(c). The Owner Participant hereby agrees to the terms and
conditions set forth in Section 3.5 of the Lease.

Section 2.3. Closing Date; Procedure for Participation.

(a) Notice of Closing Date. Not later than the Pricing Date, the
Lessee shall give the Owner Participant, the Indenture Trustee, the Owner
Trustee and the Loan Participant notice (a "Notice of Delivery") by telex,
telegraph, facsimile or other form of telecommunication or telephone (to be
promptly confirmed in writing) of the Closing Date, which Notice of Delivery
shall specify in reasonable detail the number and type of Units to be delivered
on such date, the aggregate Equipment Cost of such Units, and the respective
amounts of the Owner Participant's Commitment and the Loan Participant's
Commitment required to be paid with respect to such Units. Prior to 12:00
noon, New York time, on the Closing Date, the Owner Participant shall make the
amount of the Owner Participant's Commitment required to be paid on the Closing
Date available to the Indenture Trustee, and immediately prior to the delivery
and acceptance of the Units specified in Section 2.3(b), the Loan Participant
shall make the amount of such Loan Participant's Commitment for the Equipment
Cost required to be paid on the Closing Date available to the Indenture
Trustee, in either case, by transferring or delivering such amounts, in funds
immediately available on the Closing Date, to the Indenture Trustee, either
directly to,

-3-
<PAGE> 8
or for deposit in, the Indenture Trustee's account at [bank], [address], ABA
No. , Corporate Trust Clearing Account No. , for credit to
, Attention . The making available by the
Owner Participant of the amount of its Commitment for the Equipment Cost shall
be deemed a waiver of the Notice of Delivery by the Owner Participant and the
Owner Trustee and the making available by the Loan Participant of the amount of
its Commitment for the Equipment Cost shall be deemed a waiver of the Notice of
Delivery by the Loan Participant and the Indenture Trustee.

(b) Closing. The closing of the transactions contemplated hereby
(the "Closing") shall take place beginning at 10:00 a.m., Chicago time, on the
Closing Date at the offices of Neal, Gerber & Eisenberg, Two North LaSalle
Street, Chicago, Illinois 60602 or at such other place or time as the parties
hereto shall agree. Upon receipt by the Indenture Trustee on the Closing Date
of the full amount of the Owner Participant's Commitment and Loan Participant's
Commitment in respect of the Units delivered on the Closing Date, the Indenture
Trustee on behalf of the Owner Trustee shall, subject to the conditions set
forth in Sections 4.1 and 4.3 having been fulfilled to the satisfaction of the
Owner Participant or waived by the Owner Participant, pay to the Lessee from
the funds then held by it, in immediately available funds, an amount equal to
the Equipment Cost for the Units delivered on the Closing Date, and
simultaneously therewith, (i) the Lessee shall deliver the Units to the Owner
Trustee, (ii) the Owner Trustee shall, pursuant to the Lease, lease and deliver
the Equipment delivered on the Closing Date to the Lessee, and the Lessee,
pursuant to the Lease, shall accept delivery of the Units under the Lease, such
lease, delivery and acceptance of the Units under the Lease shall be
conclusively evidenced by the execution and delivery by the Lessee and Owner
Trustee of separate Lease Supplements covering each Basic Group of Equipment so
delivered as described in Schedule 1, and (iii) the Owner Trustee shall execute
and deliver an Equipment Note to the Loan Participant relating to each such
Lease Supplement. Each of the Lessee, the Owner Participant, the Owner
Trustee, the Loan Participant and the Indenture Trustee hereby agree to take
all actions required to be taken by it in connection therewith and pursuant to
this Section 2.3(b).

Section 2.4. Owner Participant's Instructions to the Owner
Trustee; Satisfaction of Conditions.

(a) The Owner Participant agrees that the making available to the
Indenture Trustee of the amount of its Commitment for the Units delivered on
the Closing Date in accordance with the terms of this Section 2 shall
constitute, without further act, authorization and direction by the Owner
Participant to the Owner Trustee, subject, on the Closing Date, to the
conditions set forth in Sections 4.1 and 4.3 having been fulfilled to the
satisfaction of the Owner Participant or waived by the Owner Participant, to
take the actions specified in Section 2.1 of the Trust Agreement with respect
to the Units on the Closing Date.

(b) The Owner Participant agrees that the authorization by the
Owner Participant or its counsel to the Indenture Trustee to release to the
Lessee the Owner Participant's Commitment with respect to the Units delivered
on the Closing Date shall constitute, without further act, notice and
confirmation that all conditions to closing set forth in Sections 4.1 and 4.3
were either

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<PAGE> 9
met to the satisfaction of the Owner Participant or, if not so met, were waived
by it with respect to such Units.

Section 2.5. Expenses.

(a) If the Owner Participant shall have made its investment provided
for in Section 2.2 and the transactions contemplated by this Agreement are
consummated, either the Owner Participant will promptly pay, or the Owner
Trustee will promptly pay, with funds the Owner Participant hereby agrees to
pay to the Owner Trustee, the following (the "Transaction Costs") if evidenced
by an invoice delivered to the Owner Participant and approved by the Lessee
prior to the Basic Term Commencement Date:

(i) the cost of reproducing, printing and filing the
Operative Agreements, the Equipment Notes, the Pass Through
Certificates, the Registration Statement, the Basic Prospectus, the
Preliminary Final Prospectus, the Final Prospectus and the
Underwriting Agreement and all amendments and supplements to the
foregoing, including all costs and fees in connection with filing the
Registration Statement and the initial filing and recording of the
Lease, the Indenture and any other document required to be filed or
recorded pursuant to the provisions hereof or of any other Operative
Agreement and the fees and expenses of the rating agencies in
connection with rating the Pass Through Certificates;

(ii) the reasonable fees and expenses of ,
special counsel for the Owner Participant, in the amount of
(or if Section 2.5(c) applies, not to exceed) $100,000, plus
disbursements, for their services rendered in connection with the
negotiation, execution and delivery of this Participation Agreement
and the Operative Agreements related hereto [not to exceed $15,000];

(iii) all costs and fees in connection with the qualification
of the Pass Through Certificates under securities or Blue Sky laws in
accordance with the provisions of Section 5(e) of the Underwriting
Agreement, including filing fees and the fees and disbursements of
Mayer, Brown & Platt in connection therewith and in connection with
the preparation of any Blue Sky memorandum;

(iv) the reasonable fees and expenses of ,
accountants of the Lessee, for their services rendered in connection
with issuing "comfort letters" to the Underwriters;

(v) the reasonable fees [not to exceed $ ] and
expenses [not to exceed $ ] of Mayer, Brown & Platt, special
counsel for the Underwriters, for their services rendered in
connection with the preparation of documentation, negotiation,
execution and delivery of the Preliminary Final Prospectus, the Final
Prospectus, the Underwriting Agreement, this Participation Agreement
and the Operative Agreements related hereto;

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<PAGE> 10
(vi) the reasonable fees [not to exceed $ ] and
expenses [not to exceed $ ] of , special ICC
counsel, and , special Canadian counsel, for
the Owner Participant and the Indenture Trustee;

(vii) the reasonable fees and expenses of ,
special counsel for the Owner Trustee, for their services
rendered in connection with the negotiation, execution and
delivery of this Participation Agreement and the Operative Agreements
related hereto;

(viii) the commissions payable to the Underwriters in
connection with the sale of the Pass Through Certificates;

[ (ix) the initial fees and expenses of the Owner Trustee;]

[ (x) the initial fees and expenses of the Indenture Trustee;]

(xi) the reasonable fees and expenses of
for their services rendered in connection with delivering the
Appraisal required by Section 4.3(a); and

(xii) the costs incurred in connection with any adjustment
pursuant to Section 2.6(a).

Notwithstanding the foregoing, Transaction Costs shall not include
internal costs and expenses such as salaries and overhead of whatsoever kind or
nature of, nor costs incurred by, parties to this Participation Agreement
pursuant to arrangements with third parties for services (other than those
expressly referred to above), such as travel expenses, computer time
procurement, financial analysis and consulting, advisory services and costs of
a similar nature.

(b) Upon the consummation of the transactions contemplated by this
Agreement, the Lessee agrees to pay when due: (i) the reasonable expenses
(including reasonable legal fees and expenses) of the Owner Trustee, the
Indenture Trustee and the Participants incurred subsequent to the delivery of
the Equipment on the Closing Date, in connection with any supplements,
amendments, modifications, alterations, waivers or consents of any of the
Operative Agreements which are (1) requested by, or necessitated by action or
inaction on the part of, the Lessee or by any applicable law or regulation
(other than laws or regulations solely relating to the business of the Lessor
or the Owner Participant) or entered into in connection with, or as a result
of, a Lease Default or (2) necessary or required to effectuate the purpose or
intent of any Operative Agreement (including costs incurred in connection with
any adjustment pursuant to Section 2.6); (ii) the ongoing reasonable fees and
expenses (including reasonable legal fees and expenses) of the Owner Trustee
under the Trust Agreement; (iii) the ongoing reasonable fees and expenses of
the Indenture Trustee under the Operative Agreements; and (iv) the ongoing
reasonable fees and expenses of the Pass Through Trustee under the Pass Through
Trust Agreement.

(c) If the transactions contemplated hereby are not consummated as
a result of (i) the Lessee's default in its obligations to consummate the
transactions contemplated hereby, (ii) the Lessee's failure to consummate the
transactions contemplated hereby after the satisfaction or

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<PAGE> 11
waiver of the conditions set forth in Section 4 (other than conditions the
satisfaction of which are solely in the control of the Lessee), or (iii)
subject to the next sentence, in any other circumstance, the Lessee shall pay
all Transaction Costs. Notwithstanding anything contained herein to the
contrary, if the transactions contemplated hereby are not consummated as a
result of (x) the Owner Participant's default in its obligations to consummate
the transactions hereunder, or (y) the Owner Participant's failure to make its
equity investment as required by Section 2.2(a) after the conditions specified
in Section 4 have been satisfied or waived by it in writing (other than
conditions the satisfaction of which are solely in the control of the Owner
Participant), the Owner Participant shall pay its expenses and the expenses of
its counsel in connection with the transactions contemplated hereby.

(d) Notwithstanding the foregoing provisions of this Section 2.5,
except as specifically provided in Section 7.2 or in any other Operative
Agreement, the Lessee shall have no liability for any costs or expenses
relating to any voluntary transfer of the Owner Participant's interest in the
Equipment including any transfer prior to the Closing Date of the Owner
Participant's obligation to fund its participation pursuant to Section 2 (other
than in connection with any transfer pursuant to Sections 10.2, 11.4, 22.1 or
22.3 of the Lease or Section 6.9 hereof or a Lease Event of Default) and no
such costs or expenses shall constitute Transaction Costs and the Lessee will
not have any obligation with respect to the costs and expenses resulting from
any voluntary transfer of any equity interest by any transferee of the Owner
Participant, whenever occurring (other than in connection with a Lease Event of
Default).

Section 2.6. Calculation of Adjustments to Basic Rent, Stipulated
Loss Value and Termination Value; Confirmation and Verification.

(a) Calculation of Adjustments. In the event that (A) the Closing
Date is other than December , 1994 or (B) the Transaction Costs paid by
the Owner Participant pursuant to Section 2.5 prior to the Basic Term
Commencement Date are less or more than [ %] of the Total Equipment Cost or
(C) a refinancing contemplated by Section 10.2 occurs, then, in each such case,
the Owner Participant shall recalculate the payments or amounts, as the case
may be, of Basic Rent, Stipulated Loss Values, Termination Values, Early
Purchase Price and Basic Term Purchase Price, (i) to preserve the Net Economic
Return that the Owner Participant would have realized had the Closing Date been
December , 1994, had the Transaction Costs equaled [ %] of the Total
Equipment Cost or had such refinancing not occurred and (ii) to minimize to the
greatest extent possible, consistent with the foregoing clause (i), the present
value (discounted semiannually at an interest rate per annum equal to the Debt
Rate) of the payments of Basic Rent. Any such recalculation performed due to
the occurrence of an event described in clause (A) or (B) above shall be made
prior to the Basic Term Commencement Date. In performing any such
recalculation and in determining the Owner Participant's Net Economic Return,
the Owner Participant shall utilize the same methods and assumptions originally
used in making the computations of Basic Rent, Stipulated Loss Values,
Termination Values, Early Purchase Price and Basic Term Purchase Price with
respect to the Basic Term initially set forth in Schedules 3, 4, 5, 7 and 8 to
this Participation Agreement (other than those assumptions changed as a result
of any of the events described in clauses (A) through (C) of the preceding
sentence necessitating such recalculation; it being agreed that such
recalculation shall reflect solely any changes of assumptions or facts
resulting directly from the event or events

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<PAGE> 12
necessitating such recalculation). Such adjustments shall comply (to the
extent the original structure complied) with section 467 of the Code and the
requirements of Sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue
Procedure 75-28, as amended calculated, except in the case of a refinancing
pursuant to Section 10.2 or any rent adjustment pursuant to Section 5(a)(3)(B)
of the Tax Indemnity Agreement, without taking into account any change after
the Closing Date in or to Section 467 of the Code (and any regulations
thereunder) and such requirements of Revenue Procedure 75-28.

(b) Confirmation and Verification. Upon completion of any
recalculation described above in this Section 2.6, a duly authorized officer of
the Owner Participant shall provide a certificate to the Lessee either (x)
stating that the payments of Basic Rent, Stipulated Loss Values, Termination
Values, Early Purchase Price and Basic Term Purchase Price with respect to the
Basic Term as are then set forth in Schedules 3, 4, 5, 7 and 8 of this
Participation Agreement do not require change, or (y) setting forth such
adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination
Values, Early Purchase Price or Basic Term Purchase Price with respect to the
Basic Term as have been calculated by the Owner Participant in accordance with
Section 2.6(a) above. Such certificate shall describe in reasonable detail the
basis for any such adjustments. Any such adjustment shall become effective on
the thirty-first (31st) day following delivery by the Owner Participant of such
certificate to the Lessee unless Lessee, prior to such day, requests
verification pursuant to the following sentence. Any such adjustment and
corresponding adjustments to the Stipulated Loss Values, Termination Values,
Early Purchase Price and Basic Term Purchase Price will be computed on a basis
consistent with that used by the Owner Participant in the original calculation
of Basic Rent. If the Lessee shall so request, the recalculation of any such
adjustments described in this Section 2.6 shall be verified by a nationally
recognized firm of independent accountants selected by the Owner Participant
and reasonably acceptable to the Lessee and any such recalculation of such
adjustment as so verified shall be binding on the Lessee and the Owner
Participant. Such accounting firm shall be requested to make its determination
within 30 days. The Owner Participant shall provide to a representative of
such accounting firm, on a confidential basis, such information as it may
reasonably require, including the original assumptions used by the Owner
Participant and the methods used by the Owner Participant in the original
calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values,
Termination Values, Early Purchase Price and Basic Term Purchase Price and such
other information as is necessary to determine whether the computation is
accurate and in conformity with the provisions of this Agreement, provided that
in no event shall the Owner Participant have any obligation to provide the
Lessee with any such information; and provided, further, that the Owner
Participant shall have no obligation to disclose to the Lessee, such accounting
firm or any other Person, or to permit the Lessee, such accounting firm or any
other Person, to examine any federal, state or local income tax returns of the
Owner Participant, or books or accounting records related thereto, for any
taxable year. The costs of such verification shall be borne by the Lessee. If
such accounting firm's verification shall result in a decrease in the net
present value (expressed as a percentage of Total Equipment Cost) of the Basic
Rent (discounted semiannually at a rate per annum equal to the Debt Rate) under
this Lease calculated as of the Closing Date, as compared to the net present
value of Basic Rent proposed by the Owner Participant, by more than the greater
of (x) 10 basis points or (y) 10% of the proposed adjustment, then the Owner
Participant agrees to reimburse the Lessee for any amounts paid for such
verification. Any

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<PAGE> 13
revised adjustment resulting from such verification shall become effective on
the next Rent Payment Date after such verification has been concluded, and
shall take into account any underpayment or overpayment, together with interest
thereon at the Debt Rate, resulting from an earlier effectiveness of the
original adjustment.

(c) Compliance. Notwithstanding the foregoing, any adjustment
made to the payments of Basic Rent, Stipulated Loss Values, Termination Values
or Early Purchase Price with respect to the Basic Term, pursuant to the
foregoing, shall comply with the following requirements: (i) each installment
of Basic Rent (together with any Advance payable under Section 3.5 of the
Lease), as so adjusted, under any circumstances and in any event, will be in an
amount at least sufficient for the Owner Trustee to pay in full as of the due
date of such installment any payment of principal of and interest on the
Equipment Notes required to be paid on the due date of such installment of
Basic Rent and (ii) Stipulated Loss Value, Termination Value and Early Purchase
Price, as so adjusted, under any circumstances and in any event, will be an
amount which, together with any other amounts required to be paid by the Lessee
under the Lease in connection with an Event of Loss or a termination of the
Lease, as the case may be, will be at least sufficient to pay in full, as of
the date of payment thereof, the aggregate unpaid principal of, premium, if
any, and all unpaid interest on the Equipment Notes, accrued to the date on
which Stipulated Loss Value, Termination Value or Early Purchase Price, as the
case may be, is paid in accordance with the terms of the Lease.

(d) Invoices. All invoices in respect of Transaction Costs to the
extent not delivered on the Closing Date shall be directed to the Owner
Participant at the address set forth in Section 10.4, with a copy to the
Lessee.

Section 2.7. Postponement of Closing Date.

(a) The scheduled Closing Date may be postponed from time to time
with respect to all of the Units for any reason (but to no later than 15 days
following such scheduled Closing Date) if the Lessee gives the Owner
Participant, the Indenture Trustee, the Pass Through Trustee and the Owner
Trustee telex, telegraphic, facsimile or telephonic (confirmed in writing)
notice of the postponement and notice of the date to which such Closing Date
has been postponed, the notice of postponement to be received by each party no
later than 5:30 P.M., New York City time, on the originally scheduled Closing
Date, and the term "Closing Date" as used in this Agreement shall mean the
postponed "Closing Date".

(b) In the event of any postponement of the originally scheduled
Closing Date pursuant to this Section 2.7 (the originally scheduled Closing
Date being referred to as the "Scheduled Closing Date" for the purposes of this
Section 2.7): (i) the Lessee will reimburse the Owner Participant for the loss
of the use of its funds with respect to each such Unit occasioned by such
postponement or failure to deliver or accept (unless such failure to accept is
caused by a default by the Owner Participant hereunder or by the Owner Trustee
(acting pursuant to instructions from the Owner Participant) under the Trust
Agreement, the Lease or the Indenture) by paying to the Owner Participant on
demand interest at the Debt Rate, for the period from and including the
Scheduled Closing Date to but excluding the earlier of the date

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<PAGE> 14
upon which such funds are returned to the Owner Participant (unless such funds
are returned after 1:00 p.m. (New York City time) in which case such date of
return shall be included) or the actual Closing Date; provided that the Lessee
shall in any event pay to the Owner Participant at least one day's interest at
the Debt Rate on the amount of such funds, unless the Owner Participant shall
have received, prior to 1:00 p.m. (New York City time) on the Business Day
preceding the Scheduled Closing Date, a notice of postponement of the Scheduled
Closing Date pursuant to Section 2.7(a) and (ii) the Indenture Trustee will
return not later than 10:00 A.M. New York City time, on the first Business Day
following the Scheduled Closing Date, any funds which it shall have received
from the Owner Participant as its Commitment for such Units, absent joint
instructions from the Lessee and the Owner Participant to retain such funds
until the specified date of postponement established under Section 2.7(a).

(c) The Indenture Trustee agrees that, in the event it has
received telephonic notice (to be confirmed promptly in writing) from the
Lessee on the Scheduled Closing Date that such Scheduled Closing Date is to be
postponed, it will if instructed in the aforementioned notice from the Lessee
(which notice shall specify the securities to be purchased) use reasonable best
efforts to invest, at the risk of the Lessee (except as provided below with
respect to the Indenture Trustee's gross negligence or willful misconduct), the
funds received by it from the Owner Participant with respect to its Commitment
in Specified Investments in accordance with the Lessee's instructions. Any
such Specified Investments purchased by the Indenture Trustee upon instructions
from the Lessee shall be held in trust by the Indenture Trustee (but not as
part of the Indenture Estate under the Indenture) for the benefit of the Owner
Participant whose funds are invested in Specified Investments upon instructions
from the Lessee and any net profits on the investment of such funds (including
interest), if any, shall be for the account of and shall on the Closing Date,
or on the date such funds are returned to the Owner Participant, be paid over
to, the Lessee. The Lessee shall pay to the Indenture Trustee on the Closing
Date (if such Unit or Units are delivered and accepted pursuant hereto) the
amount of any net loss on the investment of such funds invested at the
instruction of the Lessee. If the funds furnished by the Owner Participant
with respect to such Unit or Units are required to be returned to the Owner
Participant, the Lessee shall, on the date on which such funds are so required
to be returned, reimburse the Indenture Trustee, for the benefit of the Owner
Participant, for any net losses incurred on such investments. The Indenture
Trustee shall not be liable for failure to invest such funds or for any losses
incurred on such investments except for its own willful misconduct or gross
negligence. In order to obtain funds for the payment of Equipment Cost for
such Unit or Units or to return funds furnished by the Owner Participant to the
Indenture Trustee for the benefit of the Owner Participant with respect to such
Unit or Units, the Indenture Trustee is authorized to sell any Specified
Investments purchased as aforesaid with the funds received by it from the Owner
Participant in connection with such Unit or Units.

(d) Notwithstanding the provisions of Section 2.7(a), the Owner
Participant shall not be under any obligation to make its Commitment available
beyond 11:00 A.M. (New York City time) on December 31, 1994.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

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Section 3.1. Representations and Warranties of the Owner Trustee.
The Owner Trustee, both in its individual capacity and as Owner Trustee (except
that (x) the representations and warranties in Sections 3.1(a)(i), 3.1(a)(ii),
3.1(b)(i) and 3.1(b)(iii) are made by the Owner Trustee solely in its
individual capacity and (y) the representations and warranties in Sections
3.1(c) and 3.1(k) are made by the Owner Trustee solely in its capacity as
such), represents and warrants to the Owner Participant, each of the other
Trustees and the Lessee, notwithstanding the provisions of Section 10.13 or any
similar provision in any other Operative Agreement, that, as of the date
hereof:

(a) the Owner Trustee (i) is a
duly organized and validly existing in good standing under the
laws of , (ii) has full corporate power and
authority to carry on its business as now conducted and to enter into and
perform its obligations hereunder and under the Trust Agreement and (iii)
(assuming due authorization, execution and delivery of the Trust Agreement by
the Owner Participant) has full power and authority, as Owner Trustee and/or,
to the extent expressly provided herein or therein, in its individual capacity,
to enter into and perform its obligations under each of the Owner Trustee
Agreements;

(b) (i) the Owner Trustee, in its individual capacity, has duly
authorized, executed and delivered the Trust Agreement, (ii) (assuming the due
authorization, execution and delivery of the Trust Agreement by the Owner
Participant) the Owner Trustee in its trust capacity and, to the extent
expressly provided therein, in its individual capacity, has duly authorized,
executed and delivered each of the other Owner Trustee Agreements and, as of
the Closing Date, the Equipment Notes, the Lease Supplement and the Indenture
Supplement to be delivered on the Closing Date and (iii) the Trust Agreement
constitutes a legal, valid and binding obligation of the Owner Trustee, in its
individual capacity, enforceable against it in its individual capacity in
accordance with its terms except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally and by general principles of equity;

(c) assuming the due authorization, execution and delivery of the
Trust Agreement by the Owner Participant, each of the Owner Trustee Agreements
(other than the Trust Agreement) to which it is a party constitutes, or when
entered into will constitute, a legal, valid and binding obligation of the
Owner Trustee, enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of creditors generally
and by general principles of equity;

(d) neither the execution and delivery by the Owner Trustee, in
its individual capacity or as Owner Trustee, as the case may be, of the Owner
Trustee Agreements or the Equipment Notes to be delivered on the Closing Date,
nor the consummation by the Owner Trustee, in its individual capacity or as
Owner Trustee, as the case may be, of any of the transactions contemplated
hereby or thereby, nor the compliance by the Owner Trustee, in its individual
capacity, or as Owner Trustee, as the case may be, with any of the terms and
provisions hereof and thereof, (i) requires or will require any approval of its
stockholders, or approval or consent of any trustees or holders of any
indebtedness or obligations of it in its individual capacity, or

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<PAGE> 16
(ii) violates or will violate its certificate of incorporation or by-laws, or
contravenes or will contravene any provision of, or constitutes or will
constitute a default under, or results or will result in any breach of, any
indenture, mortgage, chattel mortgage, deed of trust, conditional sale
contract, bank loan or credit agreement, license or other agreement
or instrument to which the Owner Trustee in its individual capacity is a party
or by which it is bound, or contravenes or will contravene any law, governmental
rule or regulation of the United States of America or the
governing the banking or trust powers of the Owner Trustee, or any judgment or
order applicable to or binding on it;

(e) there are no Taxes payable by the Owner Trustee, either in its
individual capacity or as Owner Trustee, imposed by or any political
subdivision thereof or by the United States of America in connection with the
execution and delivery by the Owner Trustee in its individual capacity of the
Trust Agreement, and, in its individual capacity or as Owner Trustee, as the
case may be, of this Agreement, the other Owner Trustee Agreements (other than
the Trust Agreement) or the Equipment Notes to be delivered on the Closing
Date solely because the Owner Trustee in its individual capacity is a
with its principal place of business in and performs
certain of its duties as Owner Trustee in ; and
there are no Taxes payable by the Owner Trustee, in its individual capacity or
as Owner Trustee, as the case may be, imposed by or any political
subdivision thereof in connection with the acquisition of its interest in the
Equipment (other than franchise or other taxes based on or measured by any
fees or compensation received by the Owner Trustee for services rendered in
connection with the transactions contemplated hereby) solely because the Owner
Trustee in its individual capacity is a with its principal place of
business in and performs certain of its duties as
Owner Trustee in ;

(f) there are no pending or, to its knowledge, threatened actions
or proceedings against the Owner Trustee, either in its individual capacity or
as Owner Trustee, before any court or administrative agency which individually
or in the aggregate, if determined adversely to it, would materially adversely
affect the ability of the Owner Trustee, in its individual capacity or as Owner
Trustee, as the case may be, to perform its obligations under the Trust
Agreement, the other Owner Trustee Agreements or the Equipment Notes to be
delivered on the Closing Date;

(g) both its chief executive office and the place where its
records concerning the Equipment and all its interest in, to and under all
documents relating to the Trust Estate, are located at ,
, and the Owner Trustee, in its individual capacity, agrees to give
the Owner Participant, the Indenture Trustee and the Lessee written notice with
in 30 days following any relocation of said chief executive office or said
place from its present location;

(h) no consent, approval, order or authorization of, giving of
notice to, or registration with, or taking of any other action in respect of,
any or local governmental authority or agency or any United
States federal governmental authority or agency regulating the banking or trust
powers of the Owner Trustee, in its individual capacity, is required for the
execution and delivery of, or the carrying out by, the Owner Trustee in its
individual capacity or as Owner

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<PAGE> 17
Trustee, as the case may be, of any of the transactions contemplated hereby or
by the Trust Agreement or of any of the transactions contemplated by any of the
other Owner Trustee Agreements, other than any such consent, approval, order,
authorization, registration, notice or action as has been duly obtained, given
or taken;

(i) on the Closing Date, the Owner Trustee's right, title and
interest in and to the Equipment delivered on the Closing Date shall be free of
any Liens attributable to the Owner Trustee in its individual capacity except
Liens created by the terms of the Operative Agreements;

(j) the proceeds received by the Owner Trustee from the Owner
Participant pursuant to the Trust Agreement will be administered by it in
accordance with Article IV of the Trust Agreement;

(k) the Owner Trustee shall receive from the Lessee such title as
was conveyed to it by the Lessee, subject to the rights of the Owner Trustee
and the Lessee under the Lease and the security interest created pursuant to
the Indenture and the Indenture Supplement in respect of the Units delivered on
the Closing Date; and

(l) to its knowledge, no Indenture Default or Indenture Event of
Default has occurred and is continuing.

Section 3.2. Representations and Warranties of the Lessee. The
Lessee represents and warrants to the Trustees and the Owner Participant that,
as of the date hereof:

(a) the Lessee is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, is duly licensed
or qualified and in good standing in each jurisdiction in which the failure to
so qualify would have a material adverse effect on its ability to carry on its
business as now conducted or to enter into and perform its obligations under
the Lessee Agreements, has the corporate power and authority to carry on its
business as now conducted and has the requisite power and authority to execute,
deliver and perform its obligations under the Lessee Agreements;

(b) the Lessee Agreements have been duly authorized by all
necessary corporate action (no shareholder approval being required), executed
and delivered (or in the case of the Lease Supplement in respect of the Units
delivered on the Closing Date will on the Closing Date have been duly executed
and delivered) by the Lessee and constitute (or in the case of the Lease
Supplement in respect of the Units delivered on the Closing Date will on the
Closing Date constitute) the legal, valid and binding obligations of the
Lessee, enforceable against the Lessee in accordance with their respective
terms except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity;

(c) the execution, delivery and performance by the Lessee of each
Lessee Agreement and compliance by the Lessee with all of the provisions
thereof do not and will not contravene any law or regulation, or any order of
any court or governmental authority or agency applicable to or binding on the
Lessee or any of its properties, or contravene the provisions of, or

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<PAGE> 18
constitute a default by the Lessee under, or result in the creation of any Lien
(except for Permitted Liens) upon the property of the Lessee under its
certificate of incorporation or by-laws or any indenture, mortgage, contract or
other agreement or instrument to which the Lessee is a party or by which the
Lessee or any of its property is bound or affected;

(d) except for those matters discussed in the financial statements
provided to the Participants under Section 3.2(e), there are no proceedings
pending or, to the knowledge of the Lessee, threatened against the Lessee or
any Subsidiary in any court or before any governmental authority or arbitration
board or tribunal which individually or in the aggregate would, if determined
adversely to it, materially and adversely affect the financial condition or
business of the Lessee and its consolidated Subsidiaries, taken as a whole, or
impair the ability of the Lessee to perform its obligations under the Lessee
Agreements or which questions the validity of any Lessee Agreement or any
action taken or to be taken pursuant thereto. Neither the Lessee nor any
Subsidiary is in default with respect to any order of any court or governmental
authority or arbitration board or tribunal, the default under which would
affect adversely the ability of the Lessee to perform its obligations under the
Lessee Agreements;

(e) the audited consolidated balance sheets and consolidated
statements of income and retained earnings and cash flows of the Lessee for the
fiscal year ended December 31, 1993, fairly present, in conformity with
generally accepted accounting principles, the consolidated financial position
of the Lessee and its Subsidiaries as of such date and the results of their
operations for the period then ended. The unaudited consolidated balance
sheets and consolidated statements of income and retained earnings and cash
flows of the Lessee and its Subsidiaries for the nine-month period ended
September 30, 1994, fairly present, in conformity with generally accepted
accounting principles consistently applied (except for the absence of footnotes
in the September 30, 1994 financial statements), the consolidated financial
position of the Lessee and its Subsidiaries as of such date and the results of
their operations for the period then ended, subject to normal year-end
adjustments. Since December 31, 1993, there has been no material adverse
change in the condition, financial or otherwise, of the Lessee and its
consolidated Subsidiaries, taken as a whole, as shown on the financial
statements of Lessee as of such date;

(f) no consent, approval or authorization of, or filing,
registration or qualification with, or the giving of notice to, any trustee or
any holder of indebtedness of Lessee or any governmental authority on the part
of the Lessee is required in connection with the execution and delivery by the
Lessee of the Lessee Agreements, other than notices required to be filed with
the ICC and the Registrar General of Canada, which ICC notice shall have been
filed on the Closing Date and which Canadian notice shall be filed promptly
following the Closing Date;

(g) the Lease, the Indenture, the Lease Supplements in respect of
the Units delivered on the Closing Date and the Indenture Supplements in
respect of the Units delivered on the Closing Date will on or before the
Closing Date be duly filed with the ICC pursuant to 48 U.S.C. Section 11303 and
deposited with the Registrar General of Canada pursuant to Section 90 of the
Railway Act of Canada and such filing with the ICC pursuant to 49 U.S.C.
Section 11303 will perfect the Owner Trustee's and the Indenture Trustee's
rights in such Operative Agreements and in the Units, and such deposit with the
Registrar General of Canada will perfect the Owner

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<PAGE> 19
Trustee's and the Indenture Trustee's rights in such Operative Agreements and
in the Units and no other filing, recording or deposit with, or giving of
notice to any other federal, state, provincial or local government or agency
thereof is necessary in order to protect the rights of the Owner Trustee and
the Indenture Trustee in such Operative Agreements or in such Units in the
United States, any state thereof, the District of Columbia or to protect the
rights of the Owner Trustee and the Indenture Trustee in such Operative
Agreements or in such Units in Canada or any province thereof;

(h) the Equipment is covered by the insurance required by Section
12 of the Lease and all premiums due prior to the Closing Date in respect of
such insurance shall have been paid in full;

(i) the Lessee has timely filed all United States Federal income
tax returns and all other material tax returns which are required to be filed
by it and has paid all taxes due pursuant to such returns or pursuant to any
assessment made against the Lessee or any of its assets (other than
assessments, the payment of which is being contested in good faith by
appropriate proceedings by the Lessee and none of which are material), and no
tax liens have been filed and no claims are being asserted with respect to any
such taxes, fees or other charges which could reasonably be expected to have a
materially adverse effect on its ability to perform its obligations under the
Lessee Agreements. The provision for taxes on the books of the Lessee is
adequate for all open years and for its current fiscal period;

(j) no Lease Default or Lease Event of Default has occurred and is
continuing and to the knowledge of Lessee, no Event of Loss, or event with
which the giving of notice and/or the passage of time would constitute an Event
of Loss, has occurred;

(k) the Lessee is not an "investment company" or an "affiliated
person" of an "investment company" within the meaning of the Investment Company
Act of 1940;

(l) the acquisition by the Owner Participant of the Beneficial
Interest for its own account will not constitute a prohibited transaction
within the meaning of Section 4975(c)(1)(A) through (D) of the Code or a
"Prohibited Transaction" under ERISA. The representation made by the Lessee in
the preceding clause is made in reliance upon and subject to the accuracy of
the representation of the Owner Participant in Section 3.6(h) of this
Agreement;

(m) on the Closing Date, Lessee shall have, and the Bill of Sale
to be delivered on the Closing Date shall convey, to the Owner Trustee all
legal and beneficial title to the Units being delivered on the Closing Date,
free and clear of all Liens (other than Permitted Liens of the type described
in clause (ii) with respect to sublessees, and in clauses (iii), (iv), (vi) and
(vii) of the definition thereof), and such conveyance is not void or voidable
under any applicable law;

(n) the financial statements referred to in Section 3.2(e) do not,
nor does the Registration Statement relating to the Pass Through Certificates
or any written statement furnished by the Lessee or on behalf of the Lessee in
connection with the negotiation of the Lease or any other Operative Agreement,
contain any untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein or herein not misleading.

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<PAGE> 20
There is no fact which the Lessee has not disclosed in writing which materially
affects adversely or, so far as the Lessee can now reasonably foresee, will
materially affect adversely the properties, business, prospects, profits or
condition (financial or otherwise) of the Lessee and its Subsidiaries, taken as
a whole;

(o) none of the transactions contemplated by the Operative
Agreements (including, without limitation, the use of the proceeds from the
sale of the Equipment Notes) will result in a violation of Section 7 of the
Securities Exchange Act of 1934, as amended, or any regulations issued pursuant
thereto, including, without limitation, Regulations G, T, U and X of the Board
of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. None of the
proceeds from the sale of the Equipment Notes will be used to purchase or carry
(or refinance any borrowing the proceeds of which were used to purchase or
carry) any "security" within the meaning of the Securities Exchange Act of
1934, as amended;

(p) the Lessee is not in violation of any term of any charter
instrument, by-law or in any material respect of any other material agreement
or instrument to which it is a party or by which it may be bound. The Lessee
is in compliance with all laws, ordinances, governmental rules and regulations
to which it is subject, the failure to comply with which would have a material
and adverse effect on its operations or condition, financial or otherwise, or
would impair the ability of the Lessee to perform its obligations under the
Operative Agreements to which it is a party, and has obtained all licenses,
permits, franchises and other governmental authorizations material to the
conduct of its business;

(q) on the Closing Date all sales, use or transfer taxes due and
payable upon the purchase of the Equipment by the Lessor and on the lease
thereof to the Lessee will have been paid or such transactions will then be
exempt from any such taxes and the Lessee will cause any required forms or
reports in connection with such taxes to be filed in accordance with applicable
laws and regulations. No taxes, fees or other charges in connection with the
execution and delivery of the Operative Agreements or the issuance and sale of
the Equipment Notes to be delivered on the Closing Date are payable;

(r) no broker's or finder's or placement fee or commission will be
payable with respect to the transactions contemplated by the Operative
Agreements as a result of any action by Lessee, except for the fees of [Union
Tank Car Company leasing affiliate], which Lessee agrees will be paid by it,
and of Salomon Brothers Inc, which shall be included in Transaction Costs, and
Lessee agrees that it will hold the Owner Participant, the Owner Trustee and
the Indenture Trustee harmless from any claim, demand or liability for any
other broker's or finder's or placement fees or commission alleged to have been
incurred as a result of any action by Lessee in connection with such
transactions;

(s) each Unit of the Equipment, taken as a whole, and each major
component thereof, complies in all material respects with all applicable laws
and regulations, conforms with the specifications for such Unit contained in
the Appraisal referred to in Section 4.3(a) hereof and is substantially
complete such that it is ready and available to operate in commercial service
and otherwise perform the function for which it was designed; and

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<PAGE> 21
(t) the Lessee is not subject to regulation as a "holding
company," an "affiliate" of a "holding company," or a "subsidiary company" of a
"holding company," within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

Section 3.3. Representations and Warranties of the Indenture
Trustee. The Indenture Trustee represents and warrants to the Owner
Participant, the Owner Trustee and the Lessee that, as of the date hereof:

(a) the Indenture Trustee is a national banking association duly
organized and validly existing and in good standing under the laws of the
United States of America and has the full corporate power, authority and legal
right under the laws of the United States of America pertaining to its banking,
trust and fiduciary powers to execute, deliver and carry out the terms of each
of the Indenture Trustee Agreements;

(b) the execution, delivery and performance by the Indenture
Trustee of each of the Indenture Trustee Agreements have been duly authorized
by the Indenture Trustee and will not violate any applicable law or its
articles of association or by-laws or the provisions of any indenture,
mortgage, contract or other agreement to which it is a party or by which it is
bound;

(c) this Agreement has been duly executed and delivered and
constitutes, and the other Indenture Trustee Agreements, when executed and
delivered, will constitute its legal, valid and binding obligation enforceable
against it in accordance with its terms;

(d) there are no proceedings pending or, to the knowledge of the
Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee
there is no existing basis for any such proceedings, against or affecting the
Indenture Trustee in or before any court or before any governmental authority
or arbitration board or tribunal which, individually or in the aggregate, if
adversely determined, might impair the ability of the Indenture Trustee to
perform its obligations under the Indenture Trustee Agreements;

(e) no authorization or approval or other action by, and no notice
to or filing with, any stockholder, trustee or holder of indebtedness or any
governmental authority or regulatory body of the United States of America
governing the Indenture Trustee in its trust capacity, is required for the due
execution, delivery and performance by the Indenture Trustee of the Indenture
Trustee Agreements, except as have been previously obtained, given or taken;

(f) the Indenture Trustee is not in default under any of the
Indenture Trustee Agreements; and

(g) neither the Indenture Trustee, nor any Person authorized to
act on behalf of the Indenture Trustee, has directly or indirectly offered any
interest in the Trust Estate or the Equipment Notes or any security similar to
either thereof related to this transaction for sale to, or solicited offers to
buy any of the same from, or otherwise approached or negotiated with respect to
any of the same with, any Person other than the Pass Through Trustee, the
Underwriters and the initial purchasers of the Pass Through Certificates.

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<PAGE> 22
Section 3.4. Representations, Warranties and Covenants Regarding
Beneficial Interest and Equipment Notes.

(a) The Owner Trustee represents and warrants to the Lessee, each
of the other Trustees and the Owner Participant that, as of the date hereof and
as of the Closing Date, neither the Owner Trustee nor any Person authorized or
employed by the Owner Trustee as agent or otherwise in connection with the
placement of the Beneficial Interest or the Equipment Notes or any similar
interest has offered any of the Beneficial Interest or the Equipment Notes or
any similar interest for sale to, or solicited offers to buy any thereof from,
or otherwise approached or negotiated with respect thereto with, any
prospective purchaser.

(b) The Lessee represents and warrants to the Trustees and the
Owner Participant that, as of the date hereof and as of the Closing Date,
neither the Lessee nor any Person authorized or employed by the Lessee as agent
or otherwise in connection with the placement of the Beneficial Interest or the
Equipment Notes or any similar interest has offered any of the Beneficial
Interest or the Equipment Notes or similar interest for sale to, or solicited
offers to buy any thereof from, or otherwise approached or negotiated with
respect thereto with, any Person other than the Owner Participant and not more
than 35 other institutional investors with respect to the Beneficial Interest,
and, except for the issue and sale of the Pass Through Certificates as
contemplated by the Registration Statement, the Pass Through Trustee with
respect to the Equipment Notes.

(c) Each of the Owner Trustee, the Owner Participant and the
Lessee agree, as to its own actions only, severally but not jointly that
neither the Owner Trustee, the Owner Participant nor the Lessee nor anyone
acting on behalf of the Owner Trustee, the Owner Participant or the Lessee will
offer the Beneficial Interest, the Equipment Notes, or any part thereof or any
similar interest for issue or sale to any prospective purchaser, or solicit any
offer to acquire any of the Beneficial Interest, the Equipment Notes, or any
part thereof so as to bring the issuance and sale of the Beneficial Interest,
the Equipment Notes, or any part thereof within the provisions of Section 5 of
the Securities Act of 1933, as amended, except as provided for in the
Registration Statement.

Section 3.5. Representations and Warranties of the Pass Through
Trustee. The Pass Through Trustee represents and warrants to the Owner
Participant, the other Trustees, and the Lessee that, as of the date hereof:

(a) the Pass Through Trustee is a national banking association
duly organized and validly existing in good standing under the laws of the
United States of America, and has the full corporate power, authority and legal
right under the laws of the United States of America pertaining to its banking,
trust and fiduciary powers to execute, deliver and carry out the terms of the
Pass Through Trust Agreement, the Pass Through Trust Supplement and this
Agreement;

(b) the Pass Through Trust Agreement, the Pass Through Trust
Supplement and this Agreement have been duly authorized, executed and delivered
by the Pass Through Trustee; this Agreement, the Pass Through Trust Supplement
and the Pass Through Trust Agreement

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<PAGE> 23
constitute the legal, valid and binding obligation of the Pass Through Trustee
enforceable against it in accordance with its terms;

(c) the execution, delivery and performance by the Pass Through
Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplement
and this Agreement, the purchase by the Pass Through Trustee of the Equipment
Notes pursuant to this Agreement, and the issuance of the Pass Through
Certificates pursuant to the Pass Through Trust Agreement and the Pass Through
Trust Supplement, do not contravene any law, rule or regulation of any United
States of America governmental authority or agency regulating the Pass Through
Trustee's banking, trust or fiduciary powers or any judgment or order
applicable to or binding on the Pass Through Trustee and do not contravene or
result in any breach of, or constitute a default under, the Pass Through
Trustee's articles of association or by-laws or any agreement or instrument to
which the Pass Through Trustee is a party or by which it or any of its
properties may be bound;

(d) neither the execution and delivery by the Pass Through Trustee
of the Pass Through Trust Agreement, the Pass Through Trust Supplement or this
Agreement nor the consummation by the Pass Through Trustee of any of the
transactions contemplated hereby or thereby, requires the consent or approval
of, the giving of notice to, or the registration with, or the taking of any
other action with respect to, any United States of America governmental
authority or agency or any Federal governmental authority or agency regulating
the Pass Through Trustee's banking, trust or fiduciary powers;

(e) there are no pending or threatened actions or proceedings
against the Pass Through Trustee before any court or administrative agency
which individually or in the aggregate, if determined adversely to it, would
materially adversely effect the ability of the Pass Through Trustee to perform
its obligations under this Agreement, the Pass Through Trust Supplement or the
Pass Through Trust Agreement;

(f) the Pass Through Trustee is not in default under the Pass
Through Trust Agreement, as supplemented by the Pass Through Trust Supplement;

(g) the Pass Through Trustee is not directly or indirectly
controlling, controlled by or under common control with the Owner Participant,
the Owner Trustee, the Underwriters or the Lessee;

(h) the Pass Through Trustee is purchasing the Equipment Notes for
the purposes contemplated by the Operative Agreements and not with a view to
the transfer or distribution of any Equipment Note to any other Person, except
as contemplated by the Operative Agreements and the Registration Statement; and

(i) except for the issue and sale of the Pass Through Certificates
contemplated hereby, the Pass Through Trustee has not directly or indirectly
offered any Equipment Note or Pass Through Certificate or any interest in or to
the Trust Estate, the Trust Agreement or any similar interest for sale to, or
solicited any offer to acquire any of the same from, anyone other than the
Owner Trustee and the Owner Participant, and the Pass Through Trustee has not
authorized anyone to act on its behalf to offer directly or indirectly any
Equipment Note, any

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<PAGE> 24
Pass Through Certificate or any interest in and to the Trust Estate, the Trust
Agreement or any similar interest related to this transaction for sale to, or
to solicit any offer to acquire any of the same from, any person other than
each Owner Trustee and the Owner Participant, and the Pass Through Trustee is
not in default under the Pass Through Trust Agreement.

Section 3.6. Representations and Warranties of the Owner
Participant. The Owner Participant represents and warrants to the Trustees and
the Lessee that, as of the date hereof:

(a) the Owner Participant is a duly
organized, validly existing and in good standing under the laws of and
has full corporate power and authority to carry on its business as now
conducted;

(b) the Owner Participant has the requisite power and authority to
enter into the Owner Participant Agreements and to perform its obligations
thereunder, and the execution, delivery and performance thereof do not and will
not contravene any law or regulation, or any order of any court or governmental
authority or agency applicable to or binding on the Owner Participant or any of
its properties, or contravene the provisions of, or constitute a default under,
or result in the creation of any Lien (other than such as are created by the
Operative Agreements) upon the Equipment under, its certificate of
incorporation or by-laws or any indenture, mortgage, contract or other
agreement or instrument to which the Owner Participant is a party or by which
it or any of its property is bound or affected;

(c) the Owner Participant Agreements have been duly authorized by
all necessary corporate actions on the part of the Owner Participant, do not
require any approval not already obtained of the shareholders of the Owner
Participant or any approval or consent not already obtained of any trustee or
holders of indebtedness or obligations of the Owner Participant, have been duly
executed and delivered by the Owner Participant and (assuming the due
authorization, execution and delivery by each other party thereto) constitute
the legal, valid and binding obligations of the Owner Participant, enforceable
against the Owner Participant in accordance with their respective terms, except
as enforceability may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting the rights of creditors generally and by general
principles of equity;

(d) no authorization or approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
for the due execution, delivery or performance by the Owner Participant of the
Trust Agreement, the Tax Indemnity Agreement or this Agreement;

(e) the Trust Estate is free of any Lessor's Liens attributable to
the Owner Participant;

(f) there are no pending or, to the Owner Participant's knowledge,
threatened actions or proceedings against the Owner Participant before any
court or administrative agency which would materially adversely affect the
Owner Participant's financial condition or its ability to perform its
obligations under the Trust Agreement, the Tax Indemnity Agreement or this
Agreement;

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<PAGE> 25
(g) as of the Closing Date the Owner Participant is purchasing the
Beneficial Interest to be acquired by it for its account with no present
intention of distributing such Beneficial Interest or any part thereof in any
manner which would violate the Securities Act of 1933, as amended, but without
prejudice, however, to the right of the Owner Participant at all times to sell
or otherwise dispose of all or any part of such Beneficial Interest in
compliance with the Securities Act of 1933, as amended; provided, however, that
subject to the provisions of Section 6.1, the disposition of the Beneficial
Interest shall at all times be within the Owner Participant's control. The
Owner Participant acknowledges that its Beneficial Interest has not been
registered under the Securities Act of 1933, as amended, and that neither the
Owner Trustee nor the Lessee contemplates filing, or is legally required to
file, any such registration statement;

(h) with respect to the source of the amount to be advanced by the
Owner Participant pursuant to Section 2.2, no part of such amount constitutes
assets of any employee benefit plan subject to Title I of ERISA or Section 4975
of the Code; and

(i) no broker's or finder's or placement fee or commission will be
payable with respect to the transactions contemplated by the Operative
Agreements as a result of any action by the Owner Participant.

Section 3.7. Opinion Acknowledgment. Each of the parties hereto,
with respect to such party, expressly consents to the rendering by its counsel
of the opinion referred to in Section 4.1(e) and acknowledges that such opinion
shall be deemed to be rendered at the request and upon the instructions of such
party.

SECTION 4. CLOSING CONDITIONS.

Section 4.1. Conditions Precedent to Investment by Each
Participant. The obligation of each Participant to make its investment
specified with respect to such Participant in Section 2 on the Closing Date
shall be subject to the following conditions (except that paragraph (k) and
clause (i) of paragraph (p) shall not be conditions precedent to the Owner
Participant's obligations hereunder and paragraph (n) and (s) and clause (ii)
of paragraph (p) shall not be conditions precedent to the Loan Participant's
obligations hereunder):

(a) Execution of Operative Agreements. On or before the Closing
Date, this Agreement, the Trust Agreement, the Lease, the Lease Supplements in
respect of the Units delivered on the Closing Date, the Indenture, the
Indenture Supplements in respect of the Units delivered on the Closing Date,
the Equipment Notes, the Pass Through Trust Agreement and the Pass Through
Trust Supplement shall each be satisfactory in form and substance to such
Participant, shall have been duly executed and delivered by the parties thereto
(except that the execution and delivery of the documents referred to above
(other than this Agreement) by a party hereto or thereto shall not be a
condition precedent to such party's obligations hereunder), shall each be in
full force and effect and executed counterparts of each shall have been
delivered to such Participant or its counsel on or before the Closing Date; and
no event shall have occurred and be continuing that constitutes a Lease Default
or an Indenture Default.

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(b) Recordation and Filing. On or before the Closing Date the
Lessee shall have caused the Lease, the Lease Supplements in respect of Units
delivered on the Closing Date, the Indenture and the Indenture Supplements in
respect of the Units delivered on the Closing Date, to be duly filed, recorded
and deposited with the ICC in conformity with 49 U.S.C. Section 11303 and with
the Registrar General of Canada pursuant to Section 90 of the Railway Act of
Canada and all necessary actions shall have been taken to cause publication of
notice of such deposit in The Canada Gazette in accordance with said Section 90
within 21 days of the Closing Date, and the Lessee shall furnish the Indenture
Trustee, the Owner Trustee and each Participant proof thereof.

(c) Representations and Warranties of Lessee. On the Closing
Date, the representations and warranties of the Lessee contained in Section 3.2
and Section 3.4(b) hereof shall be true and correct in all material respects as
of the Closing Date as though then made on and as of such date, except to the
extent that such representations and warranties relate solely to an earlier
date (in which case such representations and warranties were true and correct
on and as of such earlier date), and the Owner Trustee, the Indenture Trustee
and each Participant shall have received an Officer's Certificate dated such
date from the Lessee certifying to the foregoing matters, and the Lessee shall
have performed and complied with all agreements and conditions herein contained
which are required to be performed or complied with by the Lessee on or before
said date.

(d) Representations and Warranties of Owner Trustee. On the
Closing Date, the representations and warranties of the Owner Trustee contained
in Section 3.1 and Section 3.4(a) shall be true and correct in all material
respects as of the Closing Date as though then made on and as of such date
except to the extent that such representations and warranties relate solely to
an earlier date (in which case such representations and warranties were true
and correct on and as of such earlier date), and the Lessee, the Indenture
Trustee, the Pass Through Trustee and each Participant shall have received an
Officer's Certificate dated such date from the Owner Trustee and the Owner
Trustee shall have performed and complied with all agreements and conditions
herein contained which are required to be performed or complied with by the
Owner Trustee on or before said date.

(e) Opinions of Counsel. On the Closing Date, the Owner Trustee,
the Indenture Trustee and each Participant shall have received the favorable
written opinion of each of (i) the Lessee's special counsel and counsel for the
Lessee (which counsel shall be the General Counsel or Assistant General Counsel
of the Parent), (ii) counsel to the Owner Trustee, (iii) special counsel to the
Owner Participant, [(iv) special counsel to the Guarantor,] (v) counsel to the
Pass Through Trustee, (vi) counsel to the Indenture Trustee, (vii) special ICC
counsel and (viii) special Canadian counsel, in form and substance satisfactory
to each Participant; provided that, except as otherwise provided herein,
receipt by a party hereto of a favorable written opinion from counsel to such
party shall not be a condition precedent to such party's obligations hereunder.

(f) Title. On the Closing Date, after giving effect to the
transactions contemplated hereby, the Owner Trustee shall have all legal and
beneficial title to each Unit to be delivered on the Closing Date, free and
clear of all Liens (other than Permitted Liens of the type described

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in clause (ii) with respect to sublessees, and in clauses (iii), (iv), (vi) and
(vii) of the definition thereof).

(g) Bill of Sale. On the Closing Date the Lessee shall have
delivered to the Owner Trustee (with copies to the Indenture Trustee and each
Participant) the Bill of Sale, in form and substance reasonably satisfactory to
the Owner Trustee, dated such date covering the Units to be settled for on such
date, transferring to the Owner Trustee legal and beneficial title to such
Units free of all claims, liens and encumbrances of any nature and warranting
to the Owner Trustee that at the time of delivery of each such Unit, the Lessee
had legal and beneficial title thereto and good and lawful right to sell the
same, and title thereto was free and clear of all Liens (other than Permitted
Liens of the type described in clause (ii) with respect to sublessees, and in
clauses (iii), (iv), (vi) and (vii) of the definition thereof).

(h) Insurance Certificate and Opinion. On or before the Closing
Date, the Indenture Trustee and each Participant shall have received (x) any
certificate relating to insurance that is required pursuant to Section 12 of
the Lease and (y) a certificate from a nationally recognized insurance broker
in the form attached hereto as Exhibit A.

(i) Corporate Documents. Each of the Participants shall have
received such documents and evidence with respect to the Lessee, the Owner
Participant, the Owner Trustee, the Pass Through Trustee and the Indenture
Trustee as the Participants may reasonably request in order to establish the
consummation of the transactions contemplated by this Agreement, the taking of
all corporate and other proceedings in connection therewith and compliance with
the conditions herein or therein set forth.

(j) No Threatened Proceedings. No action or proceeding shall have
been instituted nor shall governmental action be threatened before any court or
governmental agency, nor shall any order, judgment or decree have been issued
or proposed to be issued by any court or governmental agency at the time of the
Closing Date, to set aside, restrain, enjoin or prevent the completion and
consummation of this Agreement or the transactions contemplated hereby.

(k) Closing Certificate of Owner Participant. On the Closing
Date, the Lessee, the Indenture Trustee and the Pass Through Trustee shall have
received an Officer's Certificate dated such date from the Owner Participant,
to the effect that the representations and warranties of the Owner Participant
contained in Section 3.6 are true and correct in all respects on the Closing
Date with the same effect as though made on and as of said date, except to the
extent that such representations and warranties relate solely to an earlier
date (in which case such representations and warranties were true and correct
on and as of such earlier date), and that the Owner Participant has performed
and complied with all agreements and conditions herein contained which are
required to be performed or complied with by the Owner Participant on or before
said date.

(l) Closing Notice. The Indenture Trustee and the Participants
shall have received the Notice of Delivery required pursuant to Section 2.3.

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(m) Closing Certificate of Indenture Trustee. On the Closing
Date, the Lessee, the Owner Trustee and each Participant shall have received an
Officer's Certificate dated such date from the Indenture Trustee, to the effect
that the representations and warranties of the Indenture Trustee contained in
Section 3.3 are true and correct in all respects on the Closing Date with the
same effect as though made on and as of said date, except to the extent that
such representations and warranties relate solely to an earlier date (in which
case such representations and warranties were true and correct on and as of
such earlier date), and that the Indenture Trustee has performed and complied
with all agreements and conditions herein contained which are required to be
performed or complied with by the Indenture Trustee on or before said date.

(n) Closing Certificate of the Pass Through Trustee. On the
Closing Date, the Lessee, the Owner Trustee and the Owner Participant shall
have received an Officer's Certificate dated such date from the Pass Through
Trustee, to the effect that the representations and warranties of the Pass
Through Trustee contained in Section 3.5 are true and correct in all respects
on the Closing Date with the same effect as though made on and as of said date,
except to the extent that such representations and warranties relate solely to
an earlier date (in which case such representations and warranties were true
and correct on and as of such earlier date), and that the Pass Through Trustee
has performed and complied with all agreements and conditions herein contained
which are required to be performed or complied with by the Pass Through Trustee
on or before said date.

(o) No Illegality. No change shall have occurred after the date
of the execution and delivery of this Agreement in applicable law or
regulations thereunder or interpretations thereof by regulatory authorities
that, in the opinion of such Participant or its counsel, would make it illegal
for such Participant to enter into any transaction contemplated by the
Operative Agreements.

(p) Participants' Investments. (i) The Owner Participant shall
have made available its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(a) and 2.3 and (ii) the Loan Participant shall
have made its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(b) and 2.3.

(q) Consents. All approvals and consents of any trustees or
holders of any indebtedness or obligations of the Lessee which are required in
connection with the transactions contemplated by this Agreement, shall have
been duly obtained and be in full force and effect.

(r) Governmental Actions. All actions, if any, required to have
been taken on or prior to the Closing Date in connection with the transactions
contemplated by this Agreement on the Closing Date shall have been taken by any
governmental or political agency, subdivision or instrumentality of the United
States and all orders, permits, waivers, exemptions, authorizations and
approvals of such entities required to be in effect on the Closing Date in
connection with the transactions contemplated by this Agreement on the Closing
Date shall have been issued, and all such orders, permits, waivers, exemptions,
authorizations and approvals shall be in full force and effect, on the Closing
Date.

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(s) Tax Indemnity Agreement. On or before the Closing Date, the
Tax Indemnity Agreement shall be satisfactory in form and substance to the
Owner Participant, shall have been duly executed and delivered by the Lessee
and, assuming due authorization, execution and delivery by the Owner
Participant, shall be in full force and effect.

(t) Securities Act Compliance. On or before the Closing Date, the
Registration Statement shall have become effective under the Securities Act of
1933, as amended (the "Act"); if filing of the Final Prospectus, or any
supplement thereto is required pursuant to Rule 424(b) as promulgated pursuant
to the Act, the Final Prospectus and any such supplement, shall have been filed
in the manner and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been instituted or
threatened.

(u) Appointment of Representative. The Owner Trustee shall have
authorized its representative, who shall be an individual designated by the
Lessee and acceptable to the Owner Trustee, to accept the Units being delivered
on the Closing Date from Lessee and to deliver such Units to Lessee. The
Lessee shall have authorized its representative (who shall be the same
individual designated by the Lessee under this paragraph) to accept delivery of
the Units from the Owner Trustee as Lessor pursuant to the Lease.

Section 4.2. Additional Conditions Precedent to Investment by
Pass Through Trustee. The obligation of the Pass Through Trustee to purchase
and pay for the Equipment Notes to be purchased by it pursuant to Sections
2.2(b) and 2.3 on the Closing Date shall be subject to the additional
conditions that the Equipment Notes to be delivered on the Closing Date shall
have been duly authorized, executed and delivered to the Pass Through Trustee
by a duly authorized officer of the Owner Trustee and duly authenticated by the
Indenture Trustee and that on the Closing Date the Pass Through Trustee shall
have received the proceeds from the sale of the Pass Through Certificates.

Section 4.3. Additional Conditions Precedent to Investment by
Owner Participant. The obligation of the Owner Participant to provide the
funds specified with respect to it in Sections 2.2(a) and 2.3 on the Closing
Date with respect to any Unit to be delivered on the Closing Date shall be
subject to the following additional conditions:

(a) Appraisal. On or before the Closing Date, the Owner Participant
shall have received an opinion (the "Appraisal") of , satisfactory in
form and substance to the Owner Participant, concluding that: (i) the fair
market value of the Equipment being delivered on the Closing Date is equal
to the Total Equipment Cost with respect to such Equipment; (ii) the Basic
Rents for the Basic Term are fair market rents; (iii) at the expiration of
the Basic Term, (A) the remaining economic life of such Equipment will be at
least equal to 20% of the economic life of such Equipment as estimated in the
Appraisal and (B) without taking into account inflation or deflation from
and after the Closing Date or the existence of any purchase option, it is
reasonable to expect that the Equipment will have a fair market value of at
least 20% of the Total Equipment Cost with respect to such Equipment; (iv) as
of the Early Purchase Date, the estimated fair market value of the Equipment
being delivered on the Closing

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Date, taking into account inflation or deflation from and after the Closing
Date, will be less than the Early Purchase Price; (v) as of the end of the
Basic Term, the estimated fair market value of the Equipment being delivered on
the Closing Date, taking into account inflation or deflation from and after the
Closing Date, will be less than the Basic Term Purchase Price; (vi) the
Equipment being delivered on the Closing Date is not Limited Use Property and
(vii) Basic Rents from the Early Purchase Date to the end of the Basic Term are
fair market rents; provided that the Lessee makes no representation as to the
fair market value, useful life or estimated residual value of the Equipment,
and the Lessee shall not be responsible for, or incur any liabilities as a
result of, the contents of such Appraisal or report to which it relates or,
except to the extent provided in the Tax Indemnity Agreement, any information
supplied by Lessee in connection therewith.

(b) Opinion with Respect to Certain Tax Aspects. On the Closing
Date, the Owner Participant shall have received the opinion of
addressed to the Owner Participant, in form and substance satisfactory to the
Owner Participant, containing such counsel's favorable opinion with respect
to such tax matters as the Owner Participant may reasonably request.

Section 4.4. Conditions Precedent to the Obligation of the
Lessee. The obligation of the Lessee with respect to the sale of the Units to
the Owner Trustee and acceptance of the Units under the Lease is subject to the
following conditions as of the Closing Date:

(a) Corporate Documents. On or before the Closing Date, the
Lessee shall have received such documents and evidence with respect to the
Owner Participant, the Owner Trustee, the Indenture Trustee and the Pass
Through Trustee as the Lessee may reasonably request in order to establish the
consummation of the transactions contemplated by this Agreement, the taking of
all corporate and other proceedings in connection therewith and compliance with
the conditions herein or therein set forth.

(b) Operative Agreements. On or before the Closing Date, the
Operative Agreements shall have been duly authorized, executed and delivered by
the respective party or parties thereto (other than the Lessee), and an
executed counterpart of each thereof shall have been delivered to the Lessee or
its special counsel.

(c) Representations and Warranties True. On the Closing Date, the
representations and warranties of the Owner Trustee, the Indenture Trustee, the
Pass Through Trustee and the Owner Participant contained in Section 3 hereof
shall be true and correct in all material respects as of the Closing Date as
though made on and as of such date, and the Lessee shall have received an
Officer's Certificate dated such date from each of the Owner Trustee as
described in Section 4.1(d), the Owner Participant as described in Section
4.1(k), the Indenture Trustee as described in Section 4.1(m) and the Pass
Through Trustee as described in Section 4.1(n), addressed to the Lessee and
certifying as to the foregoing matters insofar as they relate to the Owner
Trustee, the Owner Participant, the Indenture Trustee and the Pass Through
Trustee, as the case may be.

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(d) Opinions of Counsel. On the Closing Date, the Lessee shall
have received the opinions of counsel referred to in Section 4.1(e) (other than
that set forth in clause (i) therein), addressed to the Lessee.

(e) No Threatened Proceedings. No action or proceeding shall have
been instituted nor shall governmental action be threatened before any court or
governmental agency, nor shall any order, judgment or decree have been issued
or proposed to be issued by any court or governmental agency at the time of the
Closing Date, to set aside, restrain, enjoin or prevent the completion and
consummation of this Agreement or the transactions contemplated hereby.

(f) Participants' Investments. (i) The Owner Participant shall
have made available its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(a) and 2.3 and (ii) the Loan Participant shall
have made its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(b) and 2.3.

[ (g) Guarantee. The Guarantor shall have executed the Guarantee.]

SECTION 5. FINANCIAL AND OTHER REPORTS OF THE LESSEE.

The Lessee agrees that it will furnish directly to each Participant
the following:

(a) unless included in a Form 10-Q delivered under clause (c)
below within the 60-day period specified in this clause (a), as soon as
available and in any event within 60 days after the end of each quarterly
period, except the last, of each fiscal year, consolidated balance sheets of
each of the Lessee and Parent and their respective consolidated Subsidiaries as
at the end of such period, together with the related consolidated statements of
income and cash flows of each of the Lessee and Parent and their respective
consolidated Subsidiaries for the period beginning on the first day of such
fiscal year and ending on the last day of such quarterly period, setting forth
in each case (except for the consolidated balance sheet) in comparative form
the figures for the corresponding periods of the previous fiscal year, all in
reasonable detail and prepared in accordance with generally accepted accounting
principles;

(b) unless included in a Form 10-K delivered under clause (c)
below within the 120-day period specified in this clause (b), as soon as
available and in any event within 120 days after the last day of each fiscal
year, a copy of each of the Lessee's and Parent's annual audited report
covering the operations of the Lessee and Parent and their respective
consolidated Subsidiaries, including consolidated balance sheets, and related
consolidated statements of income and retained earnings and consolidated
statement of cash flows of each of the Lessee and Parent and their respective
consolidated Subsidiaries for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with generally accepted accounting principles
applied on a consistent basis, which statements will have been certified by a
firm of independent public accountants of recognized national standing selected
by the Lessee;

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(c) as soon as available, one copy of each Annual Report on Form
10-K (or any successor form) and Quarterly Report on Form 10-Q (or any
successor form) filed by each of the Lessee and Parent with the Securities and
Exchange Commission or any successor agency;

(d) within the time period prescribed in subparagraph (b) above, a
certificate, signed by the Treasurer or principal financial officer of the
Lessee, to the effect that the signer has reviewed the activities of the Lessee
during the immediately preceding fiscal year and that he is not aware of any
default in compliance by the Lessee with any of the covenants, terms and
provisions of the Participation Agreement or the Lease (except as specified),
and if a Lease Default or Lease Event of Default shall exist, specifying such
Lease Default or Lease Event of Default and the nature and status thereof;

(e) promptly, all material reports or statements which the Lessee
may make to, or file with, the Securities and Exchange Commission or any
successor thereto (excluding such reports or statements which are treated as
confidential and not available to the public, in accordance with applicable
law, by the Securities and Exchange Commission, for so long as such
confidentiality shall be maintained); and

(f) promptly, such additional information with respect to the
financial condition or business of the Lessee as any Participant may from time
to time reasonably request.

SECTION 6. CERTAIN COVENANTS OF THE PARTICIPANTS, THE TRUSTEES AND THE
LESSEE.

Section 6.1. Restrictions on Transfer of Beneficial Interest.
The Owner Participant agrees that it shall not sell, convey, assign, pledge,
mortgage or otherwise transfer any of its Beneficial Interest prior to the
expiration or earlier termination of the Lease Term without the Lessee's
consent (which consent shall not be unreasonably withheld) and absent
indemnifying the Lessee to its reasonable satisfaction unless:

(a) the Person to whom such transfer is to be made (a
"Transferee") is (i) an institutional or corporate investor with net worth or,
in the case of a bank or lending institution, combined capital and surplus at
the time of such transfer of at least US$75,000,000 determined in accordance
with generally accepted accounting principles or (ii) any Affiliate of any such
institutional or corporate investor if such investor guarantees the obligations
so assumed by such Affiliate pursuant to an instrument or instruments
[identical to the Guarantee in all material respects or] otherwise reasonably
satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or
(iii) an Affiliate of the Owner Participant; provided that in the event of a
transfer pursuant to clause (iii) which does not qualify under clauses (i) or
(ii), the Owner Participant shall remain liable for all of its obligations
under this Agreement and the other Operative Agreements;

(b) the Owner Participant is not in default under the Lease;

(c) neither the Transferee nor any of its Affiliates shall be a
direct competitor (other than as a passive investor or loan participant in the
financing of equipment or facilities used in

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full service railcar leasing) of the Lessee in the business of leasing rail
cars under full service operating leases; provided, that no Transferee or
Affiliate thereof shall be deemed to (i) be engaged in full service railcar
leasing or (ii) hold (directly or indirectly) any material interest in any
business that is competitive with Lessee's full service railcar leasing
business, solely by reason of any sale, lease or other disposition (or any
actions in furtherance of any of the foregoing), of any of such Person's
interest in any equipment or facilities directly or indirectly owned, leased or
otherwise controlled pursuant to any such Person's passive investment or loan
participation in the financing of any such equipment or facilities used in full
service railcar leasing or any re-leasing or sale of any rail equipment which
is returned to or repossessed by or on behalf of the Owner Participant or any
Affiliate of the Owner Participant from a lessee or borrower in connection with
a lease financing or lender transaction entered into by the Owner Participant
or such Affiliate as a passive lessor, investor or lender;

(d) the Indenture Trustee and the Lessee shall have received 10
days prior written notice of such transfer specifying the name and address of
any proposed transferee and such additional information as shall be necessary
to determine whether the proposed transfer satisfies the requirements of this
Section 6.1; provided, however, that such 10 days prior written notice need not
be given to the Indenture Trustee and the Lessee if such sale, conveyance,
assignment, pledge, mortgage or other transfer is to an Affiliate of the Owner
Participant;

(e) so long as any Interim Interest has become due and payable but
has not been paid by, or reimbursed by, the Owner Participant, the Lessee shall
have consented in writing to such transfer;

(f) such Transferee enters into an agreement or agreements in form
and substance reasonably satisfactory to the Lessee, the Owner Trustee and the
Indenture Trustee whereby such Transferee confirms that it shall be deemed a
party to this Agreement and each other Operative Agreement to which the
transferring Owner Participant is a party, and agrees to be bound by all the
terms of, and to undertake all of the obligations and liabilities of the
transferring Owner Participant contained in, this Agreement and such other
Operative Agreements and in which the Transferee shall make representations and
warranties comparable to those of the Owner Participant contained herein and
therein;

(g) such transfer complies in all respects with and does not
violate any applicable federal securities law and the securities law of any
applicable state;

(h) an opinion of counsel of the Transferee (which counsel shall
be reasonably acceptable to the Lessee and the Indenture Trustee and which may
be internal counsel of the Transferee), confirming (i) the existence, power and
authority of, and due authorization, execution and delivery of all relevant
documentation by, the Transferee (with appropriate reliance on certificates of
corporate officers or public officials as to matters of fact), (ii) that each
agreement referred to in subparagraph (f) above is the legal, valid, binding
and enforceable obligation of the Transferee (subject to customary
qualifications as to bankruptcy and equitable principles) and (iii) compliance
of the transfer with applicable federal securities laws and material laws of
the Transferee's domicile and other material laws applicable to the Transferee,

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shall be provided, prior to such transfer, to the Lessee and the Indenture
Trustee, which opinion shall be in form and substance reasonably satisfactory
to each of them;

(i) except as specifically consented to in writing by the Lessee
and the Indenture Trustee, the terms of the Operative Agreements shall not be
altered;

(j) such transfer shall not result in an increase in the Lessee's
obligations under Section 7.1 or 7.2 or under the Tax Indemnity Agreement;

(k) no Owner Participant shall hold less than [10%] of the
Beneficial Interest after giving effect to such transfer; and the Beneficial
Interest shall be held by not more than six Owner Participants;

(l) all reasonable expenses of the parties hereto (including,
without limitation, legal fees and expenses of special counsel) incurred in
connection with each transfer of such Beneficial Interest shall be paid by the
transferring Owner Participant or the Transferee;

(m) such transfer (i) does not involve the use of an amount which
constitutes assets of an employee benefit plan subject to Title I of ERISA or
Section 4975 of the Code or (ii) will not constitute a prohibited transaction
under ERISA;

(n) as a result of such transfer, no Indenture Default
attributable to the Owner Participant or the Owner Trustee shall have occurred
and be continuing;

(o) as long as no Lease Event of Default has occurred and is
continuing, the transfer does not involve the sale of the stock of any Owner
Participant the sole asset of which is all or a portion of the Beneficial
Interest to, or the merger of any such Owner Participant with or into, any
Person described in paragraph (c) of this Section 6.1;

(p) the transferee (i) is a "United States Person" within the
meaning of Section 7701(a)(30) of the Code or (ii) is engaged in a United
States trade or business for purposes of Subtitle A, Chapter 1, Subchapter N of
the Code and is acquiring such Beneficial Interest in connection with such
trade or business; and

(q) the Owner Participant shall deliver an Officer's Certificate
certifying as to compliance with the transfer requirements contained herein.

Upon any such transfer, (i) except as the context otherwise requires, such
Transferee shall be deemed the "Owner Participant" for all purposes, and shall
enjoy the rights and privileges and perform the obligations of the Owner
Participant to the extent of the interest transferred hereunder and under each
other Operative Agreement to which the Owner Participant is a party, and,
except as the context otherwise requires, each reference in this Agreement and
each other Operative Agreement to the "Owner Participant" shall thereafter be
deemed to include such Transferee for all purposes to the extent of the
interest transferred, and (ii) the transferor, except as provided in Section
6.1(l) hereof and except in the case of a transfer to a Transferee described in
Section 6.1(a)(iii) hereof, shall be released from all obligations hereunder
and under each

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other Operative Agreement to which such transferor is a party or by which such
transferor is bound to the extent such obligations are expressly assumed by a
Transferee; and provided, further, that in no event shall any such transfer or
assignment waive or release the transferor from any liability on account of any
breach existing immediately prior to such transfer of any of its
representations, warranties, covenants or obligations set forth in the
Operative Agreements or for any fraudulent or willful misconduct. Any transfer
or assignment of the Beneficial Interest in violation of this Section 6.1 shall
be of no effect as between the parties to this Agreement. Subject to the
rights of the Lessee pursuant to subsection 6.1(o), the provisions of this
Section 6.1 shall not be construed to restrict the Owner Participant from
consolidating with or merging into any other corporation or restricting another
corporation from merging into or consolidating with the Owner Participant. No
consent of the Lessee otherwise required hereunder shall be required if any
Lease Event of Default shall have occurred and be continuing. Notwithstanding
any transfer, the transferor Owner Participant shall be entitled to all
benefits accrued and all rights vested prior to such transfer, including,
without limitation, rights to indemnification under any Operative Agreements.

Section 6.2. Lessor's Liens Attributable to the Owner
Participant. The Owner Participant hereby unconditionally agrees with and for
the benefit of the other parties to this Agreement that the Owner Participant
will not directly or indirectly create, incur, assume or suffer to exist any
Lessor's Liens on or against any part of the Trust Estate or the Equipment
attributable to the Owner Participant, and the Owner Participant agrees that it
will, at its own cost and expense, take such action as may be necessary to duly
discharge and satisfy in full any such Lessor's Lien (by bonding or otherwise,
so long as Lessee's operation and use of the Equipment and the interest of the
Indenture Trustee in the Indenture Estate is not impaired); provided that the
Owner Participant may contest any such Lessor's Lien in good faith by
appropriate proceedings so long as such proceedings do not involve any material
danger of the sale, forfeiture or loss of the Equipment or any interest therein
or interference with the use, operation, or possession of the Equipment by the
Lessee under the Lease or the rights of the Indenture Trustee under the
Indenture.

Section 6.3. Lessor's Liens Attributable to the Owner Trustee.
The Owner Trustee, in its individual capacity, hereby unconditionally agrees
with and for the benefit of the other parties to this Agreement that the Owner
Trustee in its individual capacity will not directly or indirectly create,
incur, assume or suffer to exist any Lessor's Liens on or against any part of
the Trust Estate or the Equipment attributable to the Owner Trustee in its
individual capacity, and the Owner Trustee in its individual capacity agrees
that it will, at its own cost and expense, take such action as may be necessary
to duly discharge and satisfy in full any such Lessor's Lien attributable to
the Owner Trustee in its individual capacity (by bonding or otherwise, so long
as Lessee's operation and use of the Equipment and the interest of the
Indenture Trustee in the Indenture Estate is not impaired); provided that the
Owner Trustee may contest any such Lessor's Lien in good faith by appropriate
proceedings so long as such proceedings do not involve any material danger of
the sale, forfeiture or loss of the Equipment or any interest therein or
interference with the use, operation, or possession of the Equipment by the
Lessee under the Lease or the right of the Indenture Trustee under the
Indenture.

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Section 6.4. Liens Created by the Indenture Trustee and the Loan
Participant.

(a) The Indenture Trustee, in its individual capacity, covenants and
agrees with the Lessee, the Owner Trustee, the Owner Participant and the Loan
Participant that it shall not cause or permit to exist any Lien on the
Equipment or all or any portion of any Trust Estate or the Indenture Estate
arising as a result of (i) claims against the Indenture Trustee in its
individual capacity not related to its interest in the Equipment and any Trust
Estate, or to the administration of the Indenture Estate pursuant to the
Indenture, (ii) acts of the Indenture Trustee in its individual capacity not
contemplated by, or failure of the Indenture Trustee to take any action it is
expressly required to perform by, the Operative Agreements, (iii) claims
against the Indenture Trustee in its individual capacity relating to Taxes or
expenses that are not indemnified against by the Lessee pursuant to Section 7
attributable to the actions of the Indenture Trustee, solely in its individual
capacity, or (iv) claims against the Indenture Trustee arising out of the
transfer by the Indenture Trustee of all or any portion of its interest in the
Equipment, the Indenture Estate or the Operative Agreements, other than a
transfer permitted by the Operative Agreements and that the Indenture Trustee
will, at its own cost and expense (and without any right of reimbursement from
any other party hereto), promptly take such action as may be necessary duly to
discharge any such Lien.

(b) The Loan Participant covenants and agrees with the Lessee, the
Owner Trustee, the Owner Participant and the Indenture Trustee that it shall
not cause or permit to exist any Lien on the Equipment or all or any portion of
any Trust Estate or the Indenture Estate arising as a result of (i) claims
against such Loan Participant not related to its interest in the Equipment and
any Trust Estate, (ii) acts of such Loan Participant not contemplated by, or
failure of such Loan Participant to take any action it is expressly required to
perform by, the Operative Agreements, (iii) claims against such Loan
Participant relating to Taxes or expenses that are not indemnified against by
the Lessee pursuant to Section 7, or (iv) claims against such Loan Participant
arising out of the transfer by such Loan Participant of all or any portion of
its interest in the Equipment, the Indenture Estate or the Operative
Agreements, other than a transfer permitted by the Operative Agreements and
that such Loan Participant will, at its own cost and expense (and without any
right of reimbursement from the Lessee), promptly take such action as may be
necessary duly to discharge any such Lien.

Section 6.5. Covenants of Owner Trustee, Owner Participant and
Indenture Trustee. The Owner Participant, and the Owner Trustee in its
individual and trust capacity, hereby agree, as to their own actions only,
severally and not jointly, with the Lessee, the Loan Participant and the
Indenture Trustee (a) not to amend, supplement, or otherwise modify any
provision of the Trust Agreement in such a manner as to adversely affect the
rights of the Lessee, the Loan Participant or the Indenture Trustee without the
prior written consent of such party and (b) not to terminate or revoke the
Trust Agreement or the trusts created by the Trust Agreement prior to the
payment in full and discharge of the Equipment Notes and all other indebtedness
secured by the Indenture and the final discharge thereof pursuant to Section
7.1 thereof or prior to the expiration or early termination of the Lease. Each
of the Owner Trustee and the Indenture Trustee agrees, for the benefit of the
Lessee and the Owner Participant, to comply with the provisions of the
Indenture and not to amend, supplement, or otherwise modify any provision of
the Indenture except in the manner provided in Article IX thereof.
Notwithstanding any

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provision herein or in any of the Operative Agreements to the contrary, the
Indenture Trustee's obligation to take or refrain from taking any actions, or
to use its discretion (including, but not limited to, the giving or withholding
of consent or approval and the exercise of any rights or remedies under such
Operative Agreements), and any liability therefor, shall, in addition to any
other limitations provided herein or in the other Operative Agreements, be
limited by the provisions of the Indenture.

Section 6.6. Amendments to Operative Agreements. The Trustees
and Participants will not terminate the Operative Agreements to which the
Lessee is not or will not be a party, or amend, supplement, waive or modify
such Operative Agreements in any manner that increases the obligations or
liabilities, or decreases the rights, of the Lessee under such Operative
Agreements, except in accordance with such Operative Agreements in effect on
the date hereof (as amended, modified or supplemented from time to time in
accordance with the terms hereof and of such Operative Agreements). The Owner
Participant and the Trustees (as applicable) agree that, in any event, they
will not amend Section 2.10 or Article IX of the Indenture or Article IX of the
Trust Agreement without the prior written consent of the Lessee.

Section 6.7. Covenant of the Lessee. The Lessee hereby agrees
with the Owner Trustee, each Participant and the Indenture Trustee to deliver
to the Owner Trustee on the Closing Date the Bill of Sale evidencing the
purchase and transfer of title of each Unit to be settled for on the Closing
Date.

Section 6.8. Merger Covenant. The Lessee shall not consolidate
with or merge into any other Person, or permit any other Person to merge into
it, or convey, transfer or lease substantially all of its assets as an entirety
to any Person unless (i) the Person formed by such consolidation or surviving
such merger (if other than the Lessee) or the Person which acquires by
conveyance, transfer or lease substantially all of the assets of the Lessee as
an entirety is a corporation organized and existing under the laws of the
United States or any state thereof or the District of Columbia and shall
execute and deliver to the Owner Trustee, the Owner Participant and the
Indenture Trustee an agreement containing the assumption by such successor
corporation of the due and punctual performance and observance of each covenant
and condition of this Agreement and each of the other Lessee Agreements to be
performed or observed by the Lessee, (ii) immediately prior to and immediately
after giving effect to such transaction, no Lease Default or Lease Event of
Default shall have occurred, whether as a result of such consolidation or
merger or such conveyance, transfer or lease or otherwise, (iii) the Lessee
shall have made all filings necessary or appropriate in the reasonable opinion
of the Owner Trustee and the Indenture Trustee in order to preserve and protect
the rights of the Lessor under the Lease and of the Indenture Trustee under the
Indenture and (iv) there shall have been delivered to the Owner Participant,
the Owner Trustee and the Indenture Trustee an Officer's Certificate of the
successor to the Lessee (or such Person as is the surviving corporation) and an
opinion of counsel (which may be such Person's in-house counsel) in form and
substance reasonably satisfactory to the Owner Participant, the Owner Trustee
and the Indenture Trustee, each stating that such consolidation, merger,
conveyance, transfer or lease and the assumption agreement mentioned in clause
(i) above comply with this Section 6.8. Upon such consolidation or merger, or
any conveyance, transfer or lease of substantially all of the assets of the
Lessee as an entirety in accordance with this Section 6.8, the successor
corporation formed by such consolidation or

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into which the Lessee is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Lessee under this Agreement and the other Operative
Agreements with the same effect as if such successor corporation had been named
as the Lessee herein.

Section 6.9. Lessee's Purchase in Certain Circumstances. If an
Owner Participant, any subsequent transferee or any Affiliate thereof is or
acquires, is acquired by, merges or otherwise consolidates with any company or
Affiliate thereof engaged in full service railcar leasing, whether or not a
direct competitor to the Lessee or any Affiliate thereof, or any Person that
has a material interest (whether held directly or indirectly) in an enterprise
that engages in a business that is competitive with the Lessee's full service
railcar leasing business, the Lessee may, on a Determination Date which is
designated by the Lessee by written notice to the Owner Trustee and the
Indenture Trustee not less than 25 days prior to such Determination Date,
purchase the Equipment for a purchase price equal to the greater of Termination
Value or the Fair Market Sales Value, each calculated as of such Determination
Date, plus in either case all accrued and unpaid Rent for the Equipment as of
the date of purchase and any Make-Whole Amount then payable on the Equipment
Notes pursuant to Section 2.10(c) of the Indenture; provided, that Lessee's
rights to purchase the Equipment pursuant to this Section 6.9 shall terminate
90 days after receipt by Lessee of written notice from the Owner Participant or
any subsequent transferee or any Affiliate thereof, of any such acquisition,
merger or consolidation; provided further, that an institutional investor which
is a passive investor in the financing of equipment or facilities used in full
service railcar leasing shall not, solely by reason of such investment, be
deemed to be engaged in such businesses; provided, further, that none of any
Owner Participant or any subsequent transferee or Affiliate thereof shall be
deemed to (i) be engaged in full service railcar leasing or (ii) hold (directly
or indirectly) any material interest in any business that is competitive with
Lessee's full service railcar leasing business, solely by reason of any sale,
lease or other disposition (or any actions in furtherance of any of the
foregoing), of any of such Person's interest in any equipment or facilities
directly or indirectly owned, leased or otherwise controlled pursuant to any
such Person's passive investment or loan participation in the financing of any
such equipment or facilities used in full service railcar leasing or any
re-leasing or sale of any rail equipment which is returned to or repossessed by
or on behalf of the Owner Participant or any Affiliate from a lessee or
borrower in connection with a lease financing or lender transaction entered
into by the Owner Participant or such Affiliate as a passive lessor, investor
or lender. In the event of such a purchase by or on behalf of Lessee under
this Section 6.9, payment of the purchase price, together with all other
amounts due and owing by Lessee under the Operative Agreements, shall be made
in immediately available funds against delivery of a bill of sale transferring
and assigning to the Lessee all right, title and interest of the Lessor in and
to the Equipment on an "as-is" "where-is" basis and containing a warranty
against Lessor's Liens.

Section 6.10. Owner Participant an Affiliate of Lessee. If at
any time the original or any successor Owner Participant shall be an Affiliate
of the Lessee, such Owner Participant and the Lessee agree that notwithstanding
Section 9.05 of the Indenture they will not vote its Beneficial Interest to
modify, amend or supplement any provision of the Lease or this Agreement or
give, or permit the Owner Trustee to give, any consent, waiver, authorization
or approval

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thereunder if any such action would adversely affect in a material manner the
Indenture Trustee or any holder of an Equipment Note unless such action shall
have been consented to by a Majority in Interest.

Section 6.11. Corporate Existence; Place of Business. The Lessee
shall at all times maintain its corporate existence except as permitted by
Section 6.8; and it shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate rights, powers,
privileges and franchises except for any corporate right, power, privilege or
franchise that it in good faith determines is no longer necessary or desirable
in the conduct of its business.

Section 6.12. No Impairment of Warranties. From and after the
Closing Date and throughout the Lease Term, the Lessee shall not take any
action (or fail to take any action) if the result of such action (or failure to
act) would abrogate or invalidate or otherwise materially adversely affect the
validity of any warranties applicable to the Units which would otherwise be
available with respect to the Units.

SECTION 7. LESSEE'S INDEMNITIES.

Section 7.1. General Tax Indemnity.

(a) Tax Indemnitee Defined. For purposes of this Section 7.1,
"Tax Indemnitee" means the Owner Participant, its Affiliates, the Owner Trustee
both in its individual capacity and as trustee, the Indenture Trustee both in
its individual capacity and as trustee, each of their respective successors or
assigns permitted under the terms of the Operative Agreements, any officer,
director, employee or agent of any of the foregoing, the Trust Estate and the
Indenture Estate.

(b) Taxes Indemnified. All payments by the Lessee to any Tax
Indemnitee in connection with the transactions contemplated by the Operative
Agreements shall be free of withholdings of any nature whatsoever (and at the
time that the Lessee is required to make any payment upon which any withholding
is required the Lessee shall pay an additional amount such that the net amount
actually received will, after such withholding and on an After-Tax Basis, equal
the full amount of the payment then due) and shall be free of expense to each
Tax Indemnitee for collection or other charges, provided, however, that no such
additional amounts shall be paid by the Lessee and the Lessee assumes no
responsibility regarding any withholdings imposed by reason of any transfer of
the Equipment or any interest in the Operative Agreements by the Lessor or the
Owner Participant other than any Transfer which occurs during the continuance
of a Lease Default or Lease Event of Default. If, for any reason, the Lessee
is required to make any payment to a taxing authority with respect to, or as a
result of, any withholding tax imposed on any Tax Indemnitee in respect of the
transactions contemplated by the Operative Agreements which withholding tax is
not the responsibility of the Lessee under this Section 7.1 then such Tax
Indemnitee shall pay to the Lessee within 30 days of a demand an amount which
equals the amount paid by the Lessee with respect to, or as a result of, such
withholding tax, plus interest computed at such Tax Indemnitee's cost of funds
rate during the period commencing on the date the Lessee shall have paid an
additional amount pursuant to the

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first sentence of this paragraph and ending on the date the Lessee actually
receives such payment. Subject to the exclusions stated in subsection (c)
below, the Lessee agrees to indemnify and hold harmless each Tax Indemnitee, on
an After-Tax Basis, taking into account the income tax consequences to the Tax
Indemnitee of the accrual or receipt of an indemnity payment, against all fees
(including, without limitation, license, documentation or other fees and
registration fees), taxes (including, without limitation, income, gross
receipts, franchise, sales, use, rental, turnover, business, occupation,
excise, value-added, tangible and intangible personal property and stamp
taxes), levies, assessments, imposts, duties, charges or withholdings of any
nature, together with any and all penalties, additions to tax, fines or
interest thereon ("Taxes") imposed upon any Tax Indemnitee, the Lessee or any
Person in possession of the Equipment or all or any part of the Equipment by
any federal, state or local government, political subdivision, or taxing
authority in the United States or its possessions, by any government or taxing
authority of or in a foreign country or by any international authority, upon,
with respect to or in connection with:

(i) the Equipment or any part of any of the Equipment or
interest therein;

(ii) the acquisition, financing, ownership, leasing,
possession, purchase, acceptance, rejection, condition, registration,
return, use, storage, operation, return, transfer of title,
maintenance, repair, improvement, replacement, substitution, delivery,
redelivery, non-delivery, transport, preparation, assembly, insurance,
construction, manufacture, insuring, modification, transfer, control,
occupancy, servicing, mortgaging, location, refinancing, disposition,
subleasing, repossession, abandonment, sale or other application or
disposition of or with respect to the Equipment or any part of any of
the Equipment or interest therein;

(iii) the rental payments, receipts of earnings arising
from any Unit of Equipment or payable pursuant to the Lease;

(iv) the Equipment Notes, their issuance, acquisition,
transfer or refinancing or (as between the Lessee and any Tax
Indemnitee other than the Indenture Estate) the payment of principal,
interest or premium or other amounts with respect thereto; and

(v) the Operative Agreements or otherwise in connection
with the transactions contemplated thereby.

(i) In the case of the Owner Participant, the Owner
Trustee or the Trust Estate, Income Taxes (as defined in Section
7.1(l), below) imposed by (A) the United States federal government,
other than any United States federal Income Taxes imposed by way of
deduction or withholding upon or with respect to payments on any
Equipment Notes, together with any penalties, fines, additions to Tax
or interest related thereto (provided that this subclause (A) shall
not be construed as preventing Lessee from recouping any such
deduction or withholding from the Indenture Trustee, the Pass

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Through Trustee or any Certificateholder or as giving to the Indenture
Trustee a right to indemnification by the Lessee for Taxes payable
pursuant to Section 5.09 of the Indenture), (B) any state or local tax
jurisdiction in the United States (unless such Tax Indemnitee would
not have been subject to tax in such jurisdiction but for this
transaction (including the operation or presence of any Unit (or part
thereof) and other leasing transactions between the Lessee (or its
Affiliates) and the Owner Participant (or its Affiliates) or the
Lessee making payment from or performing other actions in such
jurisdiction)), provided, however, that for purposes of this clause
(B), the determination of (y) whether any Tax Indemnitee is treated as
being incorporated or having its principal place of business in any
state or local tax jurisdiction under this clause (B), or (z) whether
any such Tax Indemnitee is deemed to be subject to tax in any state or
local tax jurisdiction but for this transaction under this clause (B),
shall be made by treating each corporation which is a Tax Indemnitee
on a stand-alone basis and without regard to any Affiliates, related
Tax Indemnitees or other entities, except to the extent that such Tax
Indemnitee files combined or consolidated tax returns in such state or
local jurisdiction, respectively, with one or more Affiliates which
are also Tax Indemnitees, (C) any foreign government or any political
subdivision or taxing authority thereof or any territory or possession
of the United States or by any international authority except to the
extent such Income Taxes would not have been imposed by such
jurisdiction but for the use, location, operation, presence or
registration of any Unit or part thereof in such jurisdiction or the
activities of the Lessee or any of its Affiliates in such jurisdiction
or the making of any payments from such jurisdiction by or on behalf
of the Lessee pursuant to the Operative Agreements or (D) any
government or jurisdiction described in (A), (B) or (C) of this clause
(i) because the applicable Tax Indemnitee is not a resident of the
United States for tax purposes.

(ii) Taxes imposed with respect to any period after the
earliest of (x) the return of possession of the Equipment to the Owner
Participant or the placement of the Equipment in storage at the
request of the Owner Participant, in either case pursuant to Section 6
of the Lease, (y) the termination of the Lease Term pursuant to
Section 22.1 or Section 22.3 of the Lease, or (z) the discharge in
full of the Lessee's obligation to pay the Termination Value or the
Stipulated Loss Value and all other amounts due, if any, under Section
10 or 11.2 of the Lease, as the case may be, with respect to the
Equipment; provided that the exclusion set forth in this clause (ii)
shall not apply to Taxes to the extent such Taxes relate to events
occurring or matters arising prior to or simultaneously with such
time;

(iii) As to any Tax Indemnitee, Taxes to the extent caused
by any misrepresentation or breach of warranty or covenant under the
Operative Agreements or by the gross negligence or willful misconduct
of such Tax Indemnitee;

(iv) As to any Tax Indemnitee, Taxes which become payable
as a result of a sale, assignment, transfer or other disposition
(whether voluntary or involuntary) by such Tax Indemnitee of all or
any portion of its interest in the Equipment or any part thereof, the
Trust Estate or any of the Operative Agreements or rights created
thereunder other than as a result of the substitution, modification or
improvement of the Equipment

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or any part thereof or a disposition which occurs as the result of the exercise
of remedies for a Lease Event of Default, any disposition which occurs during
the continuance of a Lease Event of Default or a purchase of any Unit pursuant
to the Lease; provided, that, notwithstanding the foregoing, Lessee shall not
be obligated to indemnify any Tax Indemnitee with respect to net income taxes
imposed within the United States as the result of a sale, assignment, transfer
or other disposition by such Tax Indemnitee or any Taxes imposed as a result of
the status of the Tax Indemnitee as other than a resident of the United States
for tax purposes;

(v) Taxes which result from the Owner Trustee's engaging
on behalf of the Trust Estate in transactions unrelated to those
permitted or contemplated by the Operative Agreements;

(vi) As to any Tax Indemnitee, Taxes to the extent they
exceed the Taxes that would have been imposed had the initial Tax
Indemnitee not transferred, sold or otherwise disposed of any interest
held by such Tax Indemnitee pursuant to any of the Operative
Agreements; and

(vii) Taxes imposed on the Owner Trustee based on the Owner
Trustee's fee for services under the Trust Agreement.

(d) All Tax Obligations in this Section, etc. Notwithstanding any
other provision anywhere contained in the Operative Agreements, it is
understood that except as provided in Section 6.2, with respect to the Owner
Participant, and Section 6.3, with respect to the Owner Trustee, and except as
provided in Section 5.03 of the Indenture, the Owner Participant and the Owner
Trustee shall have no obligations with respect to Taxes or other charges to the
Indenture Trustee or the Loan Participant imposed under Section 7.16 of the
Pass Through Trust Agreement or Section 5.09 of the Indenture, or otherwise.

(e) Payments to Lessee.

(i) If any Tax Indemnitee shall realize a Tax benefit
(net of any Tax detriment not otherwise paid or indemnified against
by the Lessee hereunder) as a result of any Taxes paid or indemnified
against by the Lessee under this Section 7.1 (whether by way of
deduction, credit, allocation or apportionment or otherwise), such Tax
Indemnitee shall pay to the Lessee an amount equal to the amount of
such Tax benefit, increased by the Tax Indemnitee's additional saved
Taxes attributable to the payment being made to the Lessee hereunder;
provided, however, that in no event shall the aggregate amount paid by
any Tax Indemnitee to the Lessee with respect to any realized Tax
benefit exceed the aggregate amount previously advanced by the Lessee
with respect to such Taxes but provided, further, that such excess
shall be carried forward to reduce or offset any future obligations of
the Lessee to such Tax Indemnitee under this Section 7.1.

(ii) Upon receipt by a Tax Indemnitee of a refund or
credit of all or part of any Taxes paid or indemnified against by the
Lessee, such Tax Indemnitee shall pay to

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the Lessee an amount equal to the amount of such refund plus any
interest received by or credited to such Tax Indemnitee with respect
to such refund increased or decreased, as the case may be, by the Tax
Indemnitee's net additional or saved taxes attributable to the receipt
of such amounts from the taxing authority and the payment being made
to the Lessee hereunder.

(iii) The Tax Indemnitee shall in good faith file its Tax
returns and deal with taxing authorities to seek and claim any such
tax benefits or refunds.

(f) Procedures. Any amount payable to a Tax Indemnitee pursuant
to paragraph (b) shall be paid within 30 days after receipt of a written demand
therefor from such Tax Indemnitee accompanied by a written statement describing
in reasonable detail the basis for such indemnity and the computation of the
amount so payable, provided that such amount need not be paid prior to (i) the
date on which such Taxes are due, or (ii) in the case of amounts which are
being contested pursuant to paragraph (g) hereof, the time such Taxes are due
and payable pursuant to the resolution of such contest (including all appeals).
Any amount payable to the Lessee pursuant to paragraph (e) shall be paid within
30 days after the Tax Indemnitee realizes a net tax benefit or receives a
refund giving rise to a payment under paragraph (e), and shall be accompanied
by a written statement by the Tax Indemnitee setting forth in reasonable detail
the basis for computing the amount of such payment. Within 15 days following
the Lessee's receipt of any computation from the Tax Indemnitee, the Lessee may
request that the accounting firm that regularly prepares the certified
financial statements of the Tax Indemnitee determine whether such computations
of the Tax Indemnitee are correct. Such accounting firm shall be requested to
make the determination contemplated by this paragraph (f) within 30 days of its
selection. In the event such accounting firm shall determine that such
computations are incorrect, then such firm shall determine what it believes to
be the correct computations. The Tax Indemnitee shall cooperate with such
accounting firm and supply it with all information necessary to permit it to
accomplish such determination on a confidential basis. The computations of
such accounting firm shall be final, binding and conclusive upon the parties
and the Lessee shall have no right to inspect the books, records or tax returns
of the Tax Indemnitee to verify such computation or for any other purpose. All
fees and expenses of the accounting firm payable under this Section 7.1(f)
shall be borne by the Lessee except that if such accounting firm determines
that the Tax Indemnitee's computations were incorrect and understated the
payments owing to the Lessee or overstated the payments owing to such Tax
Indemnitee by 10% or more of the correct amount as determined by such
accounting firm, then the Tax Indemnitee shall bear the fees and expenses of
such accounting firm.

(g) Contest. If a written claim is made against a Tax Indemnitee
for Taxes with respect to which the Lessee may be liable for indemnity
hereunder, the Tax Indemnitee shall give the Lessee prompt notice in writing of
such claim (and in any event within 30 days after its receipt) and shall
promptly furnish the Lessee with copies of the claim and all other writings
received from the taxing authority relating to the claim; provided however,
that the failure of such Tax Indemnitee to timely provide such written notice
shall not affect the Lessee's obligations under this Section 7.1(g) except to
the extent that the same materially adversely affects the ability of the Lessee
to contest such Taxes. The Tax Indemnitee shall not pay such claim prior to
the 30 days after providing the Lessee with such written notice, unless
required

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to do so by law or unless deferral of payment would cause material adverse
consequences to the Tax Indemnitee. The Tax Indemnitee shall in good faith,
with due diligence and at the Lessee's expense, if requested in writing by the
Lessee, contest (including pursuing all appeals permitted hereby) in the name
of the Tax Indemnitee (or, if requested by the Lessee and permissible as a
matter of law, in the name of the Lessee), or shall permit the Lessee to
contest in either the name of the Lessee or with the Tax Indemnitee's consent,
in the name of the Tax Indemnitee the validity, applicability or amount of such
Taxes by,

(i) resisting payment thereof if practical;

(ii) not paying the same except under protest if protest
is necessary and proper;

(iii) if the payment be made, using reasonable efforts to
obtain a refund thereof in appropriate administrative and judicial
proceedings; or

(iv) taking such other reasonable action as is reasonably
requested by the Lessee from time to time.

provided, however, that to the extent the contest is carried on in the name of
the Lessee or an Affiliate, or is brought in the name of a Tax Indemnitee and
involves only Taxes for which the Lessee is or will be liable hereunder, such
contest shall be undertaken by the Lessee at the Lessee's expense (unless at
any time the Tax Indemnitee determines in its reasonable good faith judgment
that based upon the Lessee's conduct of such contest the Lessee's continued
control of such contest is reasonably likely to have a material adverse impact
on the Tax Indemnitee) and at no-after-tax cost to any Tax Indemnitee, but if
such contest would involve any other Taxes or any Taxes in the nature of a tax
on net income then such Tax Indemnitee may in its sole discretion control such
contest (including selecting the forum for such contest). In no event shall
any Tax Indemnitee be required or the Lessee be permitted to contest any Taxes
for which the Lessee is obligated to indemnify pursuant to this Section unless:
(i) such Lessee shall have acknowledged its liability to such Tax Indemnitee
for an indemnity payment pursuant to this Section as a result of such claim if
and to the extent such Indemnitee or the Lessee, as the case may be, shall not
prevail in the contest of such claim; (ii) such Tax Indemnitee shall have
received the opinion of tax counsel (which may, in the case of Taxes imposed by
a taxing authority located in the United States, include in-house counsel of
the Lessee) selected by the Lessee and satisfactory to the Tax Indemnitee
furnished at Lessee's sole expense, to the effect that a reasonable basis
consistent with ABA Opinion 85-352 exists for contesting such claim or, in the
event of an appeal, that it is more likely than not that an appellate court
will reverse or substantially modify the adverse determination (and provided
that no appeal shall be required to the United States Supreme Court); (iii) the
Lessee shall have agreed to pay such Tax Indemnitee on demand (and at no
after-tax cost to any Tax Indemnitee) all reasonable costs and expenses that
such Tax Indemnitee actually incurs in connection with contesting such claim
(including, without limitation, all costs, expenses, reasonable legal and
accounting fees, disbursements, penalties, interest and additions to the
Taxes); (iv) no Lease Event of Default shall have occurred and shall have been
continuing; (v) such Tax Indemnitee shall have determined that the action to be
taken will not result in any risk of imposition of criminal penalties or
substantial danger

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of sale, forfeiture or loss of, or the creation of any Lien (except if such
Lessee shall have adequately bonded such Lien or otherwise made provision to
protect the interests of such Tax Indemnitee in a manner reasonably
satisfactory to such Tax Indemnitee) on the Equipment or any portion thereof or
any interest therein; and (vi) if such contest shall be conducted in a manner
requiring the payment of the claim, the Lessee shall have paid the amount
required (at no after-tax cost to such Tax Indemnitee). The Lessee shall
cooperate with the Tax Indemnitee with respect to any contest controlled and
conducted by the Tax Indemnitee and the Tax Indemnitee shall consult with the
Lessee regarding the conduct of such contest. The Tax Indemnitee shall
cooperate with the Lessee with respect to any contest controlled and conducted
by the Lessee and the Lessee shall consult with the Tax Indemnitee regarding
the conduct of such contest.

In no event will a Tax Indemnitee be required to contest any Taxes if
such Tax Indemnitee shall waive its right to an indemnity under this Section
7.1. Unless a Tax Indemnitee obtains the consent of the Lessee, which consent
shall not be unreasonably withheld (provided, however, the Lessee shall not be
considered to have unreasonably withheld such consent because of (i) any
failure by the Lessee to consider any issue or dispute of the Tax Indemnitee
not directly related to the claim giving rise to the contest rights in issue or
(ii) the Lessee's consideration of the effects of such settlement on issues of
the Lessee which are not the subject of such claim), the settlement of any
contest required under Section 7.1 by a Tax Indemnitee shall constitute a
waiver by such Tax Indemnitee of its rights to indemnification hereunder as to
such contest and as to any future claims for which the Lessee's right to
contest shall have been precluded by such Tax Indemnitees' failure to contest.

(h) For purposes of this Section 7.1 and Section 7.2, in
determining the order in which any Tax Indemnitee utilizes withholding or other
foreign taxes as a credit against such Tax Indemnitee's United States income
taxes, such Tax Indemnitee shall be deemed to utilize (i) first, all foreign
taxes other than those described in clause (ii) below; provided, however, that
such other foreign taxes which are carried back to the taxable year for which a
determination is being made (other than any carrybacks which are known to be
available at the time such determination is made) pursuant to such clause (i)
shall be deemed utilized after the foreign taxes described in clause (ii)
below, and (ii) then, on a pro rata basis, all foreign taxes (including fees,
taxes and other charges hereunder) with respect to which such Tax Indemnitee is
entitled to obtain indemnification pursuant to an indemnification provision
contained in any lease, loan agreement, financing document or participation
agreement (including the Lease).

(i) In the event any reports with respect to Taxes are required to
be made, the Lessee will either prepare and file such reports (and in the case
of reports which are required to be filed on the basis of individual items of
Equipment, such reports shall be prepared and filed in such manner as to show
as required the interests of each Tax Indemnitee in such item of Equipment) or,
if it shall not be permitted to file the same, it will notify each Tax
Indemnitee of such reporting requirements, prepare such reports in such manner
as shall be reasonably satisfactory to each Tax Indemnitee and deliver the same
to each Tax Indemnitee within a reasonable period prior to the date the same is
to be filed. The Lessee shall provide such information as the Owner
Participant or the Lessor may reasonably require from the Lessee to enable the
Owner

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Participant and the Lessor to fulfill their respective tax filing, tax audit,
and tax litigation obligations.

(j) The provisions of this Section 7.1 shall continue in full
force and effect, notwithstanding the expiration or termination of any
Operative Agreement, until all obligations hereunder have been met and all
liabilities hereunder paid in full.

(k) Any amount payable to the Lessee pursuant to the terms of this
Section 7.1 shall not be paid or retained by the Lessee if at the time of such
payment or retention a Lease Default relating to Sections 14(a), 14(b), 14(g)
or 14(h) or a Lease Event of Default shall have occurred and be continuing.
Such otherwise paid or retained amounts may be applied by the related Tax
Indemnitee to satisfy the obligations of the Lessee under the Operative
Agreements. At such time as there shall not be continuing any such Lease
Default or Lease Event of Default, such amount shall be paid to the Lessee
without interest to the extent not previously applied in accordance with the
preceding sentence.

(l) For purposes of this Section 7.1, the term "Income Tax" means
any Tax based on or measured by or with respect to gross, adjusted gross or net
income (including without limitation, capital gains taxes, minimum taxes and
tax preferences) or gross or net receipts and Taxes which are capital, net
worth, conduct of business, franchise or excess profits taxes and interest,
additions to tax, penalties, or other charges in respect thereof (provided,
however, that sales, use, rental, value-added (other than a value-added tax
which is a tax or is in the nature of a tax on net or adjusted gross income),
excise, or property taxes shall not constitute an Income Tax).

Section 7.2. General Indemnification and Waiver of Certain Claims.

(a) Claims Defined. For the purposes of this Section 7.2,
"Claims" shall mean any and all costs, expenses, liabilities, obligations,
losses, damages, penalties, actions or suits or claims of whatsoever kind or
nature (whether or not on the basis of negligence, strict or absolute liability
or liability in tort) which may be imposed on, incurred by, suffered by, or
asserted against an Indemnified Person, as defined herein, or any Unit and,
except as otherwise expressly provided in this Section 7.2, shall include, but
not be limited to, all reasonable out-of-pocket costs, disbursements and
expenses (including legal fees and expenses) paid or incurred by an Indemnified
Person in connection therewith or related thereto.

(b) Indemnified Person Defined. For the purposes of this Section
7.2, "Indemnified Person" means the Owner Participant, the Owner Trustee (both
in its individual capacity and as Owner Trustee), the Indenture Trustee and the
Pass Through Trustee, and each of their respective directors, officers,
employees, successors and permitted assigns, agents and servants, the Trust
Estate and the Indenture Estate (the respective directors, officers, employees,
successors and permitted assigns, agents and servants of the Owner Participant,
the Owner Trustee, the Indenture Trustee and the Pass Through Trustee, as
applicable, together with the Owner Participant, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee, as the case may be, being
referred to herein collectively as the "Related Indemnitee Group" of the

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Owner Participant, the Indenture Trustee, the Owner Trustee and the Pass
Through Trustee, respectively).

(c) Claims Indemnified. Whether or not any Unit is accepted under
the Lease, or a closing occurs with respect thereto, and subject to the
exclusions stated in subsection (d) below, Lessee agrees to indemnify, protect,
defend and hold harmless each Indemnified Person on an After-Tax Basis against
Claims directly or indirectly resulting from or arising out of or alleged to
result from or arise out of (whether or not such Indemnified Person shall be
indemnified as to such Claim by any other Person):

(i) this Agreement or any other Operative Agreement or any
of the transactions contemplated hereby and thereby or any Unit or the
ownership, lease, operation, possession, modification, improvement,
abandonment, use, non-use, maintenance, sublease, substitution,
control, repair, storage, alteration, transfer or other application or
disposition, return, overhaul, testing, servicing, replacement or
registration of any Unit (including, without limitation, injury, death
or property damage of passengers, shippers or others, and
environmental control, noise and pollution regulations, or the
discharge, spillage, release or escape of Hazardous Substances or
damage to the environment (including, without limitation, clean-up
costs, response costs, costs of corrective actions and natural
resource damages)) whether or not in compliance with the terms of the
Lease, or by any of the commodities, items or materials from time to
time contained in any Unit, whether or not in compliance with the
terms of the Lease, or by the inadequacy of any Unit or deficiency or
defect in any Unit or by any other circumstances in connection with
any Unit, or by the performance of any Unit or any risks relating
thereto, or by any interruption of service, loss of business or
anticipated profits or consequential damages;

(ii) the construction, manufacture, financing, refinancing,
design, purchase, acceptance, rejection, delivery, non-delivery or
condition of any Unit (including, without limitation, latent and other
defects, whether or not discoverable, and any claim for patent,
trademark or copyright infringement);

(iii) any act or omission (whether negligent or otherwise)
or any breach of or failure to perform or observe, or any other
non-compliance with, any covenant, condition or agreement to be
performed by, or other obligation of, Lessee under any of the
Operative Agreements, or the falsity of any representation or warranty
of the Lessee in any of the Operative Agreements or in any document or
certificate delivered in connection therewith other than
representations and warranties in the Tax Indemnity Agreement;

(iv) the offer, sale or delivery of any Equipment Notes or
Pass Through Certificates or any interest in the Trust Estate;

(v) any violation of law, rule, regulation or order by the
Lessee or any sublessee or their respective directors, officers,
employees, agents or servants; and

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(vi) any transfer of Equipment Notes or Pass Through
Certificates being deemed to result in a "prohibited transaction"
under ERISA or the Code.

(d) Lessee's Claims Excluded. The following are excluded from the
agreement to indemnify under this Section 7.2:

(i) Claims with respect to any Unit to the extent
attributable to acts or events occurring after (A) in the case of the
exercise by the Lessee of a purchase option with respect to such Unit
under Section 22.1 or 22.3 of the Lease, the exercise by the Lessee of
an early termination option with respect to such Unit under Section 10
of the Lease, the occurrence of an Event of Loss with respect to such
Unit under Section 11 of the Lease, or the election to replace such
Unit under Section 8.1(b), 8.3 or 9.1 of the Lease, the last to occur
of (x) the payment of all amounts due from the Lessee in connection
with any such event, (y) the release of the Lien of the Indenture on
such Unit, and (z) legal transfer of title to such Unit to any Person
other than Lessor, except in the case of a retention of any Unit by
Lessor pursuant to the terms and provisions of Section 10.3 of the
Lease, and in the case of any such retention, upon the effective date
of the termination of the Lease Term with respect to such Unit
retained by Lessor pursuant to Section 10.3 or (B) in all other cases
(except in any case where remedies are being exercised under Section
15 of the Lease), the last to occur of (x) with respect to such Unit,
the earlier to occur of the termination of the Lease or the expiration
of the Lease Term, (y) with respect to each Unit, the return of such
Unit to the Lessor in accordance with the terms of the Lease (it being
understood that, so long as any Unit is in storage as provided in
Section 6.1(c) of the Lease, the date of return thereof for the
purpose of this clause (B) shall be the last day of the Storage
Period), and (z) the release of the Lien of the Indenture on such
Unit, except, in any instance referenced in the foregoing subsection
(i), to the extent such Claim is fairly attributable to acts or events
occurring prior to any such date or occurrence;

(ii) Claims which are Taxes, whether or not the Lessee is
required to indemnify therefor under Section 7.1 hereof or the Tax
Indemnity Agreement;

(iii) with respect to any particular Indemnified Person,
Claims to the extent resulting from (x) the gross negligence or
willful misconduct of such Indemnified Person, or (y) any breach of
any covenant to be performed by such Indemnified Person under any of
the Operative Agreements, or the falsity of any representation or
warranty of such Indemnified Person in any of the Operative Agreements
or in a document or certificate delivered in connection therewith;

(iv) any Claim to the extent attributable to any transfer
by the Lessor of the Equipment or any portion thereof or any transfer
by the Owner Participant of all or any portion of its interest in the
Trust Estate other than (A) any transfer after a Lease Default or
Lease Event of Default, (B) the transfer of the Equipment or any Owner
Participant's interest in the Equipment to the Lessee, (C) the
transfer of the Equipment to a third party pursuant to Lessee's
election to terminate the Lease or (D) any transfer of the Equipment
pursuant to Section 6.9;

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<PAGE> 49
(v) with respect to any particular Indemnified Person, any
Claim resulting from the imposition of any Lessor's Lien attributable
to such Indemnified Person; or

(vi) with respect to any particular Indemnified Person, any
Claim, to the extent the risk thereof has been assumed by such
Indemnified Person in connection with the exercise by such Indemnified
Person of the right of inspection granted under Section 6.2,
inspection or restenciling under Section 6.3 or inspection under
Section 13.2 of the Lease.

(e) Insured Claims. In the case of any Claim indemnified by the
Lessee hereunder which is covered by a policy of insurance maintained by the
Lessee pursuant to Section 12 of the Lease or otherwise, each Indemnified
Person agrees to provide reasonable cooperation to the insurers in the exercise
of their rights to investigate, defend or compromise such Claim as may be
required to retain the benefits of such insurance with respect to such Claim.

(f) Claims Procedure. An Indemnified Person shall, after
obtaining knowledge thereof, promptly notify the Lessee of any Claim as to
which indemnification is sought; provided, however, that the failure to give
such notice shall not release the Lessee from any of its obligations under this
Section 7.2, except to the extent that failure to give notice of any action,
suit or proceeding against such Indemnified Person shall have a material
adverse affect on Lessee's ability to defend such Claim or recover proceeds
under any insurance policies maintained by Lessee hereunder. The Lessee shall,
after obtaining knowledge thereof, promptly notify each Indemnified Person of
any indemnified Claim affecting such Person. Subject to the provisions of the
following paragraph, the Lessee shall at its sole cost and expense be entitled
to control, and shall assume full responsibility for, the defense of such claim
or liability; provided that the Lessee shall keep the Indemnified Person which
is the subject of such proceeding fully apprised of the status of such
proceeding and shall provide such Indemnified Person with all information with
respect to such proceeding as such Indemnified Person shall reasonably request.

Notwithstanding any of the foregoing to the contrary, the Lessee shall
not be entitled to control and assume responsibility for the defense of such
claim or liability if (1) a Lease Event of Default shall have occurred and be
continuing, (2) such proceeding will involve any material danger of the sale,
forfeiture or loss of, or the creation of any lien (other than any lien
permitted under the Operative Agreements or a lien which is adequately bonded
to the satisfaction of such Indemnified Person) on, any Unit, (3) the amounts
involved, in the good faith opinion of such Indemnified Person, are likely to
have a materially adverse effect on the business of such Indemnified Person
other than the ownership, leasing and financing of the Equipment, (4) in the
good faith opinion of such Indemnified Person, there exists an actual or
potential conflict of interest such that it is advisable for such Indemnified
Person to retain control of such proceeding or (5) such claim or liability
involves the possibility of criminal sanctions or liability to such Indemnified
Person. In the circumstances described in clauses (1) - (5), the Indemnified
Person shall be entitled to control and assume responsibility for the defense
of such claim or liability at the expense of the Lessee. In addition, any
Indemnified Person may participate in any proceeding controlled by the Lessee
pursuant to this Section 7.2, at its own expense, in respect of any such
proceeding as to which the Lessee shall have acknowledged in writing its
obligation

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to indemnify the Indemnified Person pursuant to this Section 7.2, and at the
expense of Lessee in respect of any such proceeding as to which the Lessee
shall not have so acknowledged its obligation to the Indemnified Person
pursuant to this Section 7.2. Lessee may in any event participate in all such
proceedings at its own cost. Nothing contained in this Section 7.2(f) shall be
deemed to require an Indemnified Person to contest any Claim or to assume
responsibility for or control of any judicial proceeding with respect thereto.

(g) Subrogation. If a Claim indemnified by the Lessee under this
Section 7.2 is paid in full by the Lessee and/or an insurer under a policy of
insurance maintained by the Lessee, the Lessee and/or such insurer, as the case
may be, shall be subrogated to the extent of such payment to the rights and
remedies of the Indemnified Person (other than under insurance, policies
maintained by such Indemnified Person) on whose behalf such Claim was paid with
respect to the transaction or event giving rise to such Claim. So long as no
Lease Event of Default shall have occurred and be continuing, should an
Indemnified Person receive any refund, in whole or in part, with respect to any
Claim paid by the Lessee hereunder, it shall promptly pay over the amount
refunded (but not in excess of the amount the Lessee or any of its insurers has
paid) to the Lessee.

(h) Waiver of Certain Claims. The Lessee hereby waives and
releases any Claim now or hereafter existing against any Indemnified Person
arising out of death or personal injury to personnel of the Lessee, pollution
incidents, loss or damage to property of the Lessee, or the loss of profits or
use of any property of the Lessee, which may result from or arise out of the
condition, use or operation of the Equipment during the Lease Term, including
without limitation any latent or patent defect whether or not discoverable.

(i) No Guaranty. The general indemnification provisions of this
Section 7.2 do not constitute a guaranty by the Lessee that the principal of,
interest on or any amounts payable with respect to the Equipment Notes will be
paid.

SECTION 8. LESSEE'S RIGHT OF QUIET ENJOYMENT.

Each party to this Agreement acknowledges notice of, and consents in
all respects to, the terms of the Lease, and expressly, severally and as to its
own actions only, agrees that, so long as no Lease Event of Default has
occurred and is continuing, it shall not take or cause to be taken any action
contrary to Lessee's rights under the Lease, including, without limitation, the
right to possession, use and quiet enjoyment by Lessee or any permitted
sublessee of the Equipment.

SECTION 9. SUCCESSOR INDENTURE TRUSTEE.

In the event that the Indenture Trustee gives notice of its
resignation pursuant to Section 8.02 of the Trust Indenture, the Owner Trustee
shall promptly appoint a successor Indenture Trustee reasonably acceptable to
the Lessee and the Pass Through Trustee.

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SECTION 10. MISCELLANEOUS.

Section 10.1. Consents. Each Participant covenants and agrees
(subject, in the case of the Loan Participant, to all of the terms and
provisions of the Trust Indenture) that it shall not unreasonably withhold its
consent to any consent requested of the Owner Trustee or the Indenture Trustee,
as the case may be, under the terms of the Operative Agreements that by its
terms is not to be unreasonably withheld by the Owner Trustee or the Indenture
Trustee.

Section 10.2. Refinancing. So long as no Lease Default or Lease
Event of Default shall be in existence, the Lessee shall have the right not
more than twice during the Lease Term to request the Owner Participant and the
Owner Trustee to effect an optional prepayment of all, and not less than all,
of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of
a refunding or refinancing operation. The Owner Participant agrees to
cooperate in good faith with the Lessee in effecting any such refunding or
refinancing and, as soon as practicable after receipt of such request, the
Owner Participant and the Lessee will enter into good faith negotiations in
order to document the terms of such refunding or refinancing as follows:

(a) the Lessee, the Owner Participant, the Indenture Trustee, the
Owner Trustee, and any other appropriate parties will enter into a financing or
loan agreement (which may involve an underwriting agreement in connection with
a public offering), in form and substance reasonably satisfactory to the
parties thereto, providing for (i) the issuance and sale by the Owner Trustee
or such other party as may be appropriate on the date specified in such
agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt
securities in an aggregate principal amount (in the lawful currency of the
United States) equal to the principal amount of the Equipment Notes outstanding
on the Refunding Date, having the same maturity date as said Equipment Notes
and having a weighted average life which is not less than or greater than the
Remaining Weighted Average Life of said Equipment Notes by more than three
months, (ii) the application of the proceeds of the sale of such debt
securities to the prepayment of all such Equipment Notes on the Refunding Date,
and (iii) payment by Lessee to the Person or Persons entitled thereto of all
other amounts, in respect of accrued interest, any Make Whole Amount or other
premium, if any, payable on such Refunding Date;

(b) the Lessee and the Owner Trustee will amend the Lease in a
manner in form and substance reasonably satisfactory to the Owner Participant
such that (i) if the Refunding Date is not a Rent Payment Date and the accrued
and unpaid interest on the Equipment Notes is not otherwise paid pursuant to
Section 10.2(a), the Lessee shall on the Refunding Date prepay that portion of
the next succeeding installment of Basic Rent as shall equal the aggregate
interest accrued on the Equipment Notes outstanding to the Refunding Date, (ii)
Basic Rent payable in respect of the period from and after the Refunding Date
shall be recalculated to preserve the Net Economic Return which the Owner
Participant would have realized had such refunding not occurred, provided that
the net present value of Basic Rent shall be minimized to the extent consistent
therewith, and (iii) amounts payable in respect of Stipulated Loss Value, Early
Purchase Price, Basic Term Purchase Price and Termination Value from and after
the Refunding Date shall be appropriately recalculated to preserve the Net
Economic Return which the Owner Participant would have realized had such
refunding not occurred (it being agreed that any

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recalculations pursuant to subclauses (ii) and (iii) of this clause (b) shall
be performed in accordance with the requirements of Section 2.6 hereof);

(c) the Owner Trustee will enter into an agreement to provide for
the securing thereunder of the debt securities issued by the Owner Trustee
pursuant to clause (a) of this Section 10.2 in like manner as the Equipment
Notes and/or will enter into such amendments and supplements to the Indenture
as may be necessary to effect such refunding or refinancing, which agreements,
amendments and/or supplements shall be reasonably satisfactory in form and
substance to the Owner Participant; provided that, no such agreement or
amendment shall provide for any increase in the security for the new debt
securities; and provided further that, notwithstanding the foregoing (but
subject to the provisions of clause (a) above), the Lessee reserves the right
to set the economic terms and other terms not customarily negotiated between an
owner participant and a lender of the refunding or refinancing transaction to
be so offered to the extent that they are passed through to the Lessee in, or
define rights or obligations of the Lessee under, the Operative Agreements;
provided, further, that no such amendment or supplement will increase the
obligations or impair the rights of the Owner Participant under the Operative
Agreements without the consent of the Owner Participant;

(d) in the case of a refunding or refinancing involving a public
offering of debt securities, neither the Owner Trustee nor the Owner
Participant shall be an "issuer" for securities law purposes or an "obligor"
within the meaning of the Trust Indenture Act of 1939, as amended, the offering
materials (including any registration statement) for the refunding or
refinancing transaction shall be reasonably satisfactory to the Owner
Participant and the Lessee shall provide satisfactory indemnity to the Owner
Trustee and Owner Participant with respect thereto;

(e) unless otherwise agreed by the Owner Participant, the Lessee
shall pay to the Owner Trustee as Supplemental Rent an amount equal to the
Make-Whole Amount or other premium, if any, payable in respect of Equipment
Notes outstanding on the Refunding Date, and all reasonable fees, costs,
expenses of such refunding or refinancing;

(f) the Lessee shall give the Indenture Trustee not less than 25
days prior written notice of the Refunding Date;

(g) the Owner Participant, the Owner Trustee, the Indenture
Trustee and the Pass Through Trustee shall have received (i) such opinions of
counsel as they may reasonably request concerning compliance with the
Securities Act of 1933, as amended, and any other applicable law relating to
the sale of securities and (ii) such other opinions of counsel and such
certificates and other documents, each in form and substance satisfactory to
them, as they may reasonably request in connection with compliance with the
terms and conditions of this Section 10.2; and

(h) all necessary authorizations, approvals and consents shall
have been obtained;

provided, however, that the Lessee will, to the extent then known, promptly
provide to the Owner Participant, the Owner Trustee, the Indenture Trustee and
the Pass Through Trustee substantially final terms and conditions of any such
refunding or refinancing within 20 days prior

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to the execution and delivery of the documents contemplated hereunder in
connection therewith; and provided, further, that (v) no refunding or
refinancing of the Equipment Notes will be permitted unless within 20 days
after receipt by the Owner Participant of a request from the Lessee to effect a
refunding or refinancing pursuant to this Section 10.2 and of information
regarding the terms of such refunding or refinancing necessary to render the
opinion referred to below, the Lessee has provided the Owner Participant with
(a) a tax opinion from Neal Gerber & Eisenberg or other tax counsel reasonably
acceptable to the Owner Participant to the effect that the Owner Participant
would have a reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)
of the Code not to report any adverse federal income tax consequences as a
result of such refunding or refinancing and (b) an agreement to indemnify the
Owner Participant against any adverse federal income tax consequence suffered
as a result of such refinancing or refunding; alternatively, in the event such
reasonable basis tax opinion cannot be provided and the Lessee wishes to effect
such refunding or refinancing, the Lessee will, at such time as the Lessee
receives written notice from the Owner Participant that the Owner Participant
has filed any income tax return wherein such adverse income tax consequences
are recognized, make an indemnity payment to the Owner Participant in the
incremental amount of such adverse tax consequence (on an After-Tax Basis)
attributable to such refunding or refinancing; (w) the Lessee shall pay to or
reimburse the Participants, the Owner Trustee and the Indenture Trustee for all
costs and expenses (including reasonable attorneys' and accountants' fees) paid
or incurred by them in connection with such refunding or refinancing; (x) no
refunding or refinancing of the Equipment Notes will be permitted if it shall
cause the Owner Participant to account for the transaction contemplated hereby
as other than a "leveraged lease" under the Financial Accounting Standards
Board ("FASB") Statement No. 13, as amended (including any amendment effected
by means of the adoption by FASB of a new statement in lieu of FASB Statement
No. 13); (y) no refunding or refinancing of the Equipment Notes may, without
the consent of the Owner Participant, constitute assets of any "employee
benefit plan" (as defined in Section 3(3) of ERISA) or any other entity subject
to Section 4975 of the Code other than a "governmental plan" or "church plan"
(as defined in Section 3(32) of ERISA) organized in a jurisdiction not having
prohibitions on transactions with such governmental plan or church plan
substantially similar to those contained in Section 406 of ERISA or Section
4975 of the Code, unless such refunding or refinancing is effected in
connection with a public offering in reliance on the underwriter's exemption;
and (z) in no event, in connection with or after giving effect to such
refunding or refinancing shall the Owner Participant be exposed to any
unindemnified non-de minimis risk (including tax risk) to which it is not
exposed prior to such refunding or refinancing.

Section 10.3. Amendments and Waivers. Except as otherwise provided
in the Indenture, no term, covenant, agreement or condition of this Agreement
may be terminated, amended or compliance therewith waived (either generally or
in a particular instance, retroactively or prospectively) except by an
instrument or instruments in writing executed by each party against which
enforcement of the termination, amendment or waiver is sought.

Section 10.4. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all communications and notices provided for
herein shall be in writing or by facsimile, and any such notice shall become
effective (i) upon personal delivery thereof, including, without limitation, by
overnight mail or courier service, (ii) in the case of notice by United States
mail,

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<PAGE> 54
certified or registered, postage prepaid, return receipt requested, upon
receipt thereof, or (iii) in the case of notice by facsimile, upon confirmation
of receipt thereof, provided such transmission is promptly further confirmed by
any of the methods set forth in clauses (i) or (ii) above, in each case
addressed to each party hereto at its address set forth below or, in the case
of any such party hereto, at such other address as such party may from time to
time designate by written notice to the other parties hereto:

If to the Lessee:
Union Tank Car Company
225 West Washington Street
Chicago, Illinois 60606
Attention: Treasurer
(UTC Trust No. 1994-A)
Facsimile: (312) -
Confirmation No.: (312) -

If to the Owner Trustee:

Attention:
Facsimile: ( )
Confirmation No.: ( ) -

with a copy to:

the Owner Participant at the
address set forth below

If to the Owner Participant:

Attention:
Facsimile: ( ) -
Confirmation No.: ( ) -

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If to the Indenture Trustee or the Pass Through Trustee:

Attention:
Facsimile: ( ) -
Confirmation No.: ( ) -

Section 10.5. Survival. All warranties, representations,
indemnities and covenants made by any party hereto, herein or in any
certificate or other instrument delivered by any such party or on the behalf of
any such party under this Agreement, shall be considered to have been relied
upon by each other party hereto and shall survive the consummation of the
transactions contemplated hereby on the Closing Date regardless of any
investigation made by any such party or on behalf of any such party.

Section 10.6. No Guarantee of Debt. Nothing contained herein or in
the Lease, the Trust Indenture, the Trust Agreement, the Pass Through Trust
Agreement or the Tax Indemnity Agreement or in any certificate or other
statement delivered by the Lessee in connection with the transactions
contemplated hereby shall be deemed to be (i) a guarantee by the Lessee to the
Owner Trustee, the Owner Participant, the Indenture Trustee or the Loan
Participant that the Equipment will have any residual value or useful life, or
(ii) a guarantee by the Indenture Trustee or the Lessee of payment of the
principal of, premium, if any, or interest on the Equipment Notes.

Section 10.7. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of, and shall be enforceable by,
the parties hereto and their respective successors and assigns as permitted by
and in accordance with the terms hereof, including each successive holder of
the Beneficial Interest permitted under Section 6.1 hereof and each successive
holder of any Equipment Note issued and delivered pursuant to this Agreement or
the Indenture. Except as expressly provided herein or in the other Operative
Agreements, no party hereto may assign their interests herein without the
consent of the parties hereto.

Section 10.8. Business Day. Notwithstanding anything herein or in
any other Operative Agreement to the contrary, if the date on which any payment
is to be made pursuant to this Agreement or any other Operative Agreement is
not a Business Day, the payment otherwise payable on such date shall be payable
on the next succeeding Business Day with the same force and effect as if made
on such succeeding Business Day and (provided such payment is made on such
succeeding Business Day) no interest shall accrue on the amount of such payment
from and after such scheduled date to the time of such payment on such next
succeeding Business Day.

Section 10.9. Governing Law. This agreement shall be in all
respects governed by and construed in accordance with the laws of the State of
New York including all matters of construction, validity and performance;
provided, however, that the parties hereto shall be entitled to all rights
conferred by any applicable federal statute, rule or regulation.

Section 10.10. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any

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<PAGE> 56
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

Section 10.11. Counterparts. This Agreement may be executed in any
number of counterparts, each executed counterpart constituting an original but
all together only one Agreement.

Section 10.12. Headings and Table of Contents. The headings of the
Sections of this Agreement and the Table of Contents are inserted for purposes
of convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.

Section 10.13. Limitations of Liability.

(a) Liabilities of Participants. Neither the Indenture Trustee,
the Owner Trustee nor any Participant shall have any obligation or duty to the
Lessee, to any other Participant or to others with respect to the transactions
contemplated hereby, except those obligations or duties of such Participant
expressly set forth in this Agreement and the other Operative Agreements, and
neither the Indenture Trustee nor any Participant shall be liable for
performance by any other party hereto of such other party, obligations or
duties hereunder. Without limitation of the generality of the foregoing, under
no circumstances whatsoever shall the Indenture Trustee or any Participant be
liable to the Lessee for any action or inaction on the part of the Owner
Trustee in connection with the transactions contemplated herein, whether or not
such action or inaction is caused by willful misconduct or gross negligence of
the Owner Trustee unless such action or inaction is at the direction of the
Indenture Trustee or any Participant, as the case may be, and such direction is
expressly permitted hereby.

(b) No Recourse to the Owner Trustee. It is expressly understood
and agreed by and between the Owner Trustee, the Lessee, the Owner Participant,
the Indenture Trustee, and the Loan Participant, and their respective
successors and permitted assigns that, subject to the proviso contained in this
Section 10.13(b), all representations, warranties and undertakings of the Owner
Trustee hereunder shall be binding upon the Owner Trustee, only in its capacity
as Owner Trustee under the Trust Agreement, and (except as expressly provided
herein) the Owner Trustee shall not be liable in its individual capacity for
any breach thereof, except for its gross negligence or willful misconduct, or
for breach of its covenants, representations and warranties contained herein,
except to the extent covenanted or made in its individual capacity; provided,
however, that nothing in this Section 10.13(b) shall be construed to limit in
scope or substance those representations and warranties of the Owner Trustee
made expressly in its individual capacity set forth herein. The term "Owner
Trustee" as used in this Agreement shall include any successor trustee under
the Trust Agreement, or the Owner Participant if the trust created thereby is
revoked.

Section 10.14. Maintenance of Non-Recourse Debt. The parties hereto
agree that if the Owner Trustee becomes a debtor subject to the reorganization
provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the
"Bankruptcy Code") or any successor provision, the parties hereto will make an
election under 1111(b)(1)(A)(i) of the Bankruptcy Code. If (a) the Owner

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<PAGE> 57
Trustee becomes a debtor subject to the reorganization provisions of the
Bankruptcy Code or any successor provision, (b) pursuant to such reorganization
provisions the Owner Trustee is required, by reason of the Owner Trustee being
held to have recourse liability to the Pass Through Trustee or the Indenture
Trustee, directly or indirectly, to make payment on account of any amount
payable under the Equipment Notes or any of the other Operative Agreements and
(c) the Pass Through Trustee and/or the Indenture Trustee actually receives any
Excess Amount (as hereinafter defined) which reflects any payment by the Owner
Trustee on account of (b) above, then the Pass Through Trustee and/or the
Indenture Trustee, as the case may be, shall promptly refund to the Owner
Trustee such Excess Amount. For purposes of this Section 10.14 "Excess Amount"
means the amount by which such payment exceeds the amount which would have been
received by the Pass Through Trustee or the Indenture Trustee if the Owner
Trustee had not become subject to the recourse liability referred to in (b)
above.

Section 10.15. Ownership of and Rights in Units. The sale of the
Units contemplated hereby is intended for all purposes to be a true sale of all
of the Lessee's right, title and interest in and to the Units to the Owner
Trustee, which shall be the legal owner thereof. Upon consummation of the sale
and leaseback transactions contemplated hereby, the Lessee's interest in the
Units is intended to be that of a lessee only. It is intended that for federal
and state income tax purposes the Owner Participant will be the owner of the
Units. The rights of the Indenture Trustee in and to the Units pursuant to the
Indenture is intended to be that of a secured party holding a security
interest, subject to the Lease and the rights of the Lessee thereunder. No
holder of an Equipment Note is intended to have any right, title or interest in
or to the Units except as a beneficiary of the security interest granted by the
Owner Trustee to the Indenture Trustee pursuant to the Indenture in trust for
the equal and ratable benefit of the holders from time to time of the Equipment
Notes.

* * * * *

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In Witness Whereof, the parties hereto have caused this Participation
Agreement to be executed and delivered, all as of the date first above
written.;

Lessee:

UNION TANK CAR COMPANY

By: _____________________________
Name:
Title:

Owner Trustee:

, not in its
individual capacity except as
expressly provided herein but
solely as Owner Trustee

By:_____________________________
Name:
Title:

Owner Participant:

By:_____________________________
Name:
Title:

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<PAGE> 59
Indenture Trustee:

, not in its individual
capacity except as expressly
provided herein but solely as
Indenture Trustee

By: _____________________________
Name:
Title:

Pass Through Trustee:

, not in its individual
capacity except as expressly
provided herein but solely as Pass
Through Trustee

By: _____________________________
Name:
Title:

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<PAGE> 60
EXHIBIT A

CERTIFICATE OF INSURANCE BROKER CONFIRMING INSURANCE COVERAGE

, individually and as Pass Through Trustee

, individually and as Indenture Trustee

, individually and as Owner Trustee

, as Owner Participant

Re: UTC Trust No. 1994-A

Gentlemen:

We hereby certify that the Lessee is insured under various policies,
effective (_______________), that provide excess public liability coverage for
personal injury and property damage, subject to the policy terms, conditions
and exclusions. We further certify that said policies:

a. afford limits of liability as indicated on the
attached Exhibit A, excess of various underlying insurance or retained
amounts and subject to aggregates where applicable;

b. are in full force and effect and all premiums due
with respect to said policies have been paid in full; and

c. comply with all of the requirements listed on the
attached Exhibit B.

We hereby agree on each of the times specified in Section 12.1
of the Lease to issue a certificate (1) describing in reasonable detail the
insurance carried by the Lessee relating to the Equipment and (2) confirming
that all premiums then due thereon have been paid.

Capitalized terms not otherwise defined herein or in the exhibits
attached hereto have the meaning assigned thereto in the Lease.

A-2
<PAGE> 61
EXHIBIT A
to
Certificate of Insurance
Broker

[UTC] Excess Liability Program
________ __, 199_ to _________ __, 199_

A-3
<PAGE> 62
EXHIBIT B

INSURANCE REQUIREMENTS CERTIFICATE OF INSURANCE BROKER

B-1
<PAGE> 63
Schedule 1
Participation Agreement

DESCRIPTION OF EQUIPMENT, DESIGNATION OF BASIC GROUPS,
DESIGNATION OF FUNCTIONAL GROUPS, AND EQUIPMENT COST

See attached.
<PAGE> 64
Schedule 2
Participation Agreement

PAYMENT INFORMATION FOR PARTICIPANTS

Participant's
Commitment
Percentage
<PAGE> 65
Schedule 3-I
Participation Agreement

SCHEDULE OF BASIC RENT PAYMENTS
BASIC GROUP I
<PAGE> 66
Schedule 3-II
Participation Agreement

SCHEDULE OF BASIC RENT PAYMENTS
BASIC GROUP II
<PAGE> 67
Schedule 3-III
Participation Agreement

SCHEDULE OF BASIC RENT PAYMENTS
BASIC GROUP III
<PAGE> 68
Schedule 3-IV
Participation Agreement

SCHEDULE OF BASIC RENT PAYMENTS
BASIC GROUP IV
<PAGE> 69
Schedule 4-I
Participation Agreement

SCHEDULE OF STIPULATED LOSS VALUE
BASIC GROUP I

The Stipulated Loss Value for a Unit of Equipment under Lease
Supplement No. I as of the Basic Term Commencement Date and each Rent Payment
Date shall be an amount equal to the percentage of the Equipment Cost for such
Unit set opposite such date in this schedule.
<PAGE> 70
Schedule 4-II
Participation Agreement

SCHEDULE OF STIPULATED LOSS VALUE
BASIC GROUP II

The Stipulated Loss Value for a Unit of Equipment under Lease
Supplement No. II as of the Basic Term Commencement Date and each Rent Payment
Date shall be an amount equal to the percentage of the Equipment Cost for such
Unit set opposite such date in this schedule.
<PAGE> 71
Schedule 4-III
Participation Agreement

SCHEDULE OF STIPULATED LOSS VALUE
BASIC GROUP III

The Stipulated Loss Value for a Unit of Equipment under Lease
Supplement No. III as of the Basic Term Commencement Date and each Rent Payment
Date shall be an amount equal to the percentage of the Equipment Cost for such
Unit set opposite such date in this schedule.
<PAGE> 72
Schedule 4-IV
Participation Agreement

SCHEDULE OF STIPULATED LOSS VALUE
BASIC GROUP IV

The Stipulated Loss Value for a Unit of Equipment under Lease
Supplement No. IV as of the Basic Term Commencement Date and each Rent Payment
Date shall be an amount equal to the percentage of the Equipment Cost for such
Unit set opposite such date in this schedule.
<PAGE> 73
Schedule 5-I
Participation Agreement

SCHEDULE OF TERMINATION VALUE
BASIC GROUP I

The Termination Value for a Unit of Equipment under Lease Supplement
No. I as of each Rent Payment Date and Determination Date from and after
2002 shall be an amount equal to the percentage of the Equipment Cost for such
Unit set opposite such date in this schedule.
<PAGE> 74
Schedule 5-II
Participation Agreement

SCHEDULE OF TERMINATION VALUE
BASIC GROUP II

The Termination Value for a Unit of Equipment under Lease Supplement
No. II as of each Rent Payment Date and Determination Date from and after ,
2002 shall be an amount equal to the percentage of the Equipment Cost for
such Unit set opposite such date in this schedule.
<PAGE> 75
Schedule 5-III
Participation Agreement

SCHEDULE OF TERMINATION VALUE
BASIC GROUP III

The Termination Value for a Unit of Equipment under Lease Supplement
No. III as of each Rent Payment Date and Determination Date from and after ,
2002 shall be an amount equal to the percentage of the Equipment Cost for
such Unit set opposite such date in this schedule.
<PAGE> 76
Schedule 5-IV
Participation Agreement

SCHEDULE OF TERMINATION VALUE
BASIC GROUP IV

The Termination Value for a Unit of Equipment under Lease Supplement
No. IV as of each Rent Payment Date and Determination Date from and after ,
2002 shall be an amount equal to the percentage of the Equipment Cost for
such Unit set opposite such date in this schedule.
<PAGE> 77
Schedule 6
Participation Agreement

TERMS OF EQUIPMENT NOTES

<TABLE>
<CAPTION>
Note Principal Amount Interest Rate Final Maturity
- ---- ---------------- -------------- --------------
<S> <C> <C> <C>

</TABLE>

Amortization Schedule
<PAGE> 78
Schedule 7
Participation Agreement

EARLY PURCHASE INFORMATION
<PAGE> 79
Schedule 8
Participation Agreement

BASIC TERM PURCHASE INFORMATION
<PAGE> 80

Date of Termination
Termination Value (%)
----------- ------------
<S> <C> <C>

</TABLE>

<PAGE> 81

Appendix A
Equipment Lease Agreement
Trust Indenture and Security Agreement
Participation Agreement
Trust Agreement

DEFINITIONS

General Provisions

The following terms shall have the following meanings for all purposes
of the Operative Agreements referred to below, unless otherwise defined in an
Operative Agreement or the context thereof shall otherwise require and such
meanings shall be equally applicable to both the singular and the plural forms
of the terms herein defined. In the case of any conflict between the
provisions of this Appendix A and the provisions of the main body of any
Operative Agreement, the provisions of the main body of such Operative
Agreement shall control the construction of such Operative Agreement.

Unless the context otherwise requires, (i) references to agreements
shall be deemed to mean and include such agreements as the same may be amended,
supplemented and otherwise modified from time to time, and (ii) references to
parties to agreements shall be deemed to include the permitted successors and
assigns of such parties.

Defined Terms

"AAR" shall mean the American Association of Railroads or any successor
thereto.

"Advance" shall have the meaning specified in Section 3.5 of the Lease.

"Affiliate" of any Person shall mean any other Person which directly or
indirectly controls, or is controlled by, or is under a common control with,
such Person. The term "control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

"After-Tax Basis" shall mean, with respect to any payment received or
accrued by any Person, that the amount of such payment is supplemented by a
further payment or payments so that the sum of all such payments, after
reduction for all Taxes payable by such Person imposed by any taxing authority,
shall be equal to the payment due to such Person.

"Alternative Minimum Tax" shall mean the alternative minimum tax
imposed under Section 55 of the Code.

"Appraisal" shall have the meaning specified in Section 4.3(a) of the
Participation Agreement.

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<PAGE> 82
"Average Life Date" shall mean, with respect to an Equipment Note, the
date which follows the prepayment date or, in the case of an Equipment Note not
being prepaid, the date of such determination, by a period equal to the
Remaining Weighted Average Life of such Equipment Note.

"Bankruptcy Code" shall mean the United States Bankruptcy Reform Act of
1978, as amended from time to time, 11 U.S.C. Section 101 et. seq.

"Basic Group" shall mean each of the four basic groups of Equipment so
designated in Schedule 1 to the Participation Agreement.

"Basic Prospectus" shall mean the prospectus contained in the
Registration Statement when the most recent post-effective amendment thereto
became effective.

"Basic Rent" shall mean, with respect to any Unit, all rent payable by
the Lessee to the Lessor pursuant to Section 3.2 of the Lease for the Basic
Term for such Unit, and all rent payable pursuant to Section 22.4 of the Lease
for any Renewal Term for such Unit.

"Basic Term" shall have the meaning specified in Section 3.1 of the
Lease.

"Basic Term Commencement Date" shall mean July 2, 1995.

"Basic Term Expiration Date" shall mean January 2, 2010.

"Basic Term Purchase Price" shall mean, with respect to any Unit, the
amount equal to the product of the percentage set forth in Schedule 8 to the
Participation Agreement and the Equipment Cost for such Unit.

"Beneficial Interest" shall mean the interest of the Owner Participant
under the Trust Agreement.

"Bill of Sale" shall mean the full warranty bill of sale, dated the
Closing Date or the date that any Replacement Unit is subjected to the Lease,
from Lessee to Owner Trustee covering the Units delivered on the Closing Date
or such Replacement Unit, as the case may be.

"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which commercial banking institutions are authorized or required by law,
regulation or executive order to be closed in New York, New York, Chicago,
Illinois, the city and state in which the principal corporate trust office of
the Owner Trustee is located, or, until the Lien of the Indenture has been
discharged, the city and state in which the principal corporate trust office of
the Indenture Trustee is located.

"Certificateholder" means the Person in whose name a Pass Through
Certificate is registered in the register for Pass Through Certificates of a
particular series.

"Claims" shall have the meaning specified in Section 7.2 of the
Participation Agreement.

"Closing Date" shall have the meaning specified in Section 2.1 of the
Participation Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

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<PAGE> 83
"Commitment" with respect to the Owner Participant, shall have the
meaning specified in Section 2.2(a) to the Participation Agreement and with
respect to the Loan Participant, shall have the meaning specified in Section
2.2(b) to the Participation Agreement.

"Debt Rate" shall mean as of the date of determination, a rate equal to
the rate of interest per annum borne by the Equipment Notes then outstanding
(computed on the basis of a 360-day year of twelve 30-day months).

"Deferred Portion" shall mean that portion of the Early Purchase Price,
the payment of which may be deferred by the Lessee, as set forth in Schedule 7
to the Participation Agreement.

"Determination Date" shall mean the 1st day of any calendar month.

"Early Purchase Date" shall mean the date specified on Schedule 7 to
the Participation Agreement for a related Basic Group of Units.

"Early Purchase Price" shall mean, with respect to any Unit, the amount
equal to the product of the percentage set forth in Schedule 7 to the
Participation Agreement for the Basic Group to which such Unit belongs and the
Equipment Cost for such Unit.

"Equipment" shall mean collectively those items of railroad rolling
stock described in the Lease Supplements and the Indenture Supplements,
together with any and all accessions, additions, improvements and replacements
from time to time incorporated or installed in any item thereof which are the
property of the Owner Trustee pursuant to the terms of a Bill of Sale or the
Lease, and "Unit" shall mean individually the various items thereof.

"Equipment Cost" shall mean, for each Unit, the purchase price therefor
paid by the Owner Trustee to the Lessee pursuant to Section 2 of the
Participation Agreement and as set forth in Schedule 1 to the Participation
Agreement with respect to such Unit.

"Equipment Notes" shall mean the Equipment Notes, each to be
substantially in the form therefor set forth in Section 2.01 of the Indenture,
issued by the Owner Trustee pursuant to Section 2.02 of the Indenture, and
authenticated by the Indenture Trustee, in principal amounts and bearing
interest at the rates and payable as provided in Section 2.02 of the Indenture
and secured as provided in the Granting Clause of the Indenture, and shall
include any Equipment Notes issued in exchange therefor or replacement thereof
pursuant to Section 2.07 or 2.08 of the Indenture. A "related" Equipment Note,
when used with respect to any Unit or Units of Equipment, shall mean the
Equipment Note issued with respect to the Lease Supplement under which such
Unit or Units of Equipment is or are leased.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, or any successor law.

"Event of Loss" shall have the meaning specified in Section 11.1 of the
Lease.

"Excepted Property" shall mean (i) all indemnity payments (including,
without limitation, payments pursuant to Section 7 of the Participation
Agreement and payments under the Tax Indemnity Agreement (including that
portion of any increase in any payment of Basic Rent, Stipulated Loss Value,
Termination Value or any fixed purchase price payable for any Unit, which
increase is solely attributable

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<PAGE> 84
to the upward adjustment to such payment price pursuant to Section 5(a)(3)(B)
of the Tax Indemnity Agreement)) to which the Owner Participant, the Owner
Trustee, as trustee or in its individual capacity, or any of their respective
successors, permitted assigns, directors, officers, employees, servants and
agents is entitled pursuant to the Operative Agreements, (ii) any right, title
or interest of the Owner Trustee, as trustee or in its individual capacity, or
the Owner Participant to any payment which by the terms of Section 17 of the
Lease or any corresponding payment under Section 3.3 of the Lease shall be
payable to or on behalf of the Owner Trustee, as trustee or in its individual
capacity, or to the Owner Participant, as the case may be, (iii) any insurance
proceeds payable under insurance maintained by the Owner Trustee, as trustee or
in its individual capacity, or the Owner Participant pursuant to Section 12.5
of the Lease, (iv) any insurance proceeds payable to or on behalf of the Owner
Trustee, as trustee or in its individual capacity, or to the Owner Participant,
under any public liability insurance maintained by Lessee pursuant to Section
12 of the Lease or by any other Person, (v) Transaction Costs or other amounts
or expenses paid or payable to, or for the benefit of Owner Trustee, as trustee
or in its individual capacity, or Owner Participant pursuant to the
Participation Agreement or the Trust Agreement, (vi) all right, title and
interest of Owner Participant or Owner Trustee, as trustee or in its individual
capacity, in or relating to any portion of the Units and any other property
(tangible or intangible), rights, titles or interests to the extent any of the
foregoing has been released from the Lien of the Indenture pursuant to the
terms thereof, (vii) upon termination of the Indenture pursuant to the terms
thereof with respect to any Unit, all remaining amounts which shall have been
paid or are payable by Lessee and calculated on the basis of Stipulated Loss
Value, (viii) any rights of the Owner Participant or the Owner Trustee, as
trustee and in its individual capacity, to demand, collect, sue for, or
otherwise receive and enforce payment of the foregoing amounts, (ix) any amount
payable to the Owner Participant by any Transferee as the purchase price of the
Owner Participant's interest in the Trust Estate in compliance with the terms
of the Participation Agreement and the Trust Agreement and (x) the respective
rights of the Owner Trustee, as trustee and in its individual capacity, or the
Owner Participant to the proceeds of and interest on the foregoing.

"Fair Market Renewal Term" shall have the meaning specified in Section
22.4 of the Lease.

"Fair Market Rental Value" or "Fair Market Sales Value" with respect to
any Unit of Equipment shall mean the cash rent or cash price obtainable for
such Unit in an arm's length lease or sale between an informed and willing
lessee or purchaser under no compulsion to lease or purchase, as the case may
be, and an informed and willing lessor or seller, under no compulsion to lease
or sell, as the case may be, as the same shall be specified by agreement
between Lessor and Lessee. If the parties are unable to agree upon a Fair
Market Rental Value and/or a Fair Market Sales Value within 30 days after
delivery of notice by Lessee pursuant to Section 22.2 of the Lease, or
otherwise where such determination is required, within a reasonable period of
time, such value shall be determined by appraisal. Lessee will within 15 days
after such 30-day period provide Lessor the name of an appraiser that would be
satisfactory to Lessee, and Lessor and Lessee will consult with the intent of
selecting a mutually acceptable appraiser. If a mutually acceptable appraiser
is selected, the Fair Market Rental Value or the Fair Market Sales Value, as
the case may be, shall be determined by such appraiser and Lessee shall bear
the cost thereof. If Lessee and Lessor are unable to agree upon a single
appraiser within such 15-day period, two independent qualified appraisers, one
chosen by the Lessee and one chosen by the Lessor shall jointly determine such
value and Lessor shall bear the cost of the appraiser selected by Lessor and
Lessee shall bear the cost of the appraiser selected by Lessee. If such
appraisers cannot agree on the amount of such value within 15 days of
appointment, one independent qualified appraiser shall be chosen by the
American Arbitration Association. All three appraisers shall make a
determination within a period of 15 days following appointment, and shall
promptly communicate such determination in writing to the Lessor and Lessee.
If there shall be a panel of three appraisers, the three appraisals shall be
averaged

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<PAGE> 85
and such average shall be the Fair Market Rental Value or Fair Market Sales
Value, as the case may be. The determination made shall be conclusively
binding on both the Lessor and Lessee. If there shall be a panel of three
appraisers, Lessee and Lessor shall equally share the cost of the third
appraiser. If such appraisal is in connection with the exercise of remedies
set forth in Section 15 of the Lease, Lessee shall pay the costs of such
appraisal. Notwithstanding any of the foregoing, for the purposes of Section
15 of the Lease, the Fair Market Rental Value or the Fair Market Sales Value,
as the case may be, shall be zero with respect to any Unit if Lessor is unable
to recover possession of such Unit in accordance with the terms of paragraph
(b) of Section 15.1 of the Lease. In determining Fair Market Rental Value or
Fair Market Sales Value by appraisal or otherwise, it will be assumed that the
relevant Unit is in the condition and location in which it is required to be
returned to Lessor pursuant to Section 6 of the Lease and unencumbered by the
Lease, any sublease or any Liens, except that with respect to Section 15 or
Section 22.5 of the Lease or as otherwise specifically provided therein, a
determination of Fair Market Rental Value or Fair Market Sales Value shall be
based on "as is, where is" condition.

"Final Prospectus" shall mean the prospectus supplement relating to the
Pass Through Certificates that was first filed pursuant to Rule 424(b)
promulgated pursuant to the Securities Act of 1933, as amended, together with
the Basic Prospectus.

"Fixed Rate Renewal Term" shall have the meaning specified in Section
22.4 of the Lease.

"FRA" shall mean the Federal Railroad Administration or any successor
thereto.

"Functional Group" shall mean each and all of the various groups of
Units so designated in Schedule 1 to the Participation Agreement.

"Hazardous Substances" shall mean any hazardous or toxic substances,
materials or wastes, including, but not limited to, those substances,
materials, and wastes listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection
Agency as hazardous substances (40 CFR part 302) and amendments thereto, or
such substances, materials and wastes which are or become regulated under any
applicable local, state or federal law or the equivalent under applicable
foreign laws including, without limitation, any materials, waste or substance
which is (a) petroleum, (b) asbestos, (c) polychlorinated biphenyls, (d)
defined as a "hazardous material," "hazardous substance" or "hazardous waste"
under applicable local, state or federal law or the equivalent under applicable
foreign laws, (e) designated as a "hazardous substance" pursuant to Section 311
of the Clean Water Act, (f) defined as "hazardous waste" pursuant to Section
1004 of the Resource Conservation and Recovery Act, or (g) defined as
"hazardous substances" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation, and Liability Act.

"ICC" shall mean the Interstate Commerce Commission.

"Income Tax" shall have the meaning specified in Section 7.1(l) of the
Participation Agreement.

"Indemnified Person" shall have the meaning specified in Section 7.2(b)
of the Participation Agreement.

"Indenture" or "Trust Indenture" shall mean the Trust Indenture and
Security Agreement (UTC Trust No. 1994-A), dated as of December , 1994
between the Owner Trustee, in the capacities

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<PAGE> 86
described therein, and the Indenture Trustee. The term "Indenture" shall
include each Indenture Supplement entered into pursuant to the terms of the
Indenture.

"Indenture Default" shall mean an Indenture Event of Default or an
event which with notice or the lapse of time or both would become an Indenture
Event of Default.

"Indenture Estate" shall have the meaning specified in the Granting
Clause of the Indenture.

"Indenture Event of Default" shall have the meaning specified in
Section 4.01 of the Indenture.

"Indenture Investment" shall mean any obligation issued or guaranteed
by the United States of America or any of its agencies for the payment of which
the full faith and credit of the United States of America is pledged.

"Indenture Supplement" shall mean an Indenture Supplement dated the
Closing Date or the date that any Replacement Unit is subjected to the lien and
security interest of the Indenture, substantially in the form of Exhibit A to
the Indenture, between the Owner Trustee, in the capacities described therein,
and the Indenture Trustee, covering the Units delivered on the Closing Date or
such Replacement Unit, as the case may be. A "related" Indenture Supplement,
when used with respect to any Unit or Units of Equipment, shall mean the
Indenture Supplement under which such Unit or Units of Equipment is or are
included in the Indenture Estate.

"Indenture Trustee" shall mean The First National Bank of Chicago, a
national banking association, as trustee under the Indenture and its successors
thereunder.

"Indenture Trustee Agreements" shall mean the Operative Agreements to
which the Indenture Trustee is or will be a party.

"Interchange Rules" shall mean the interchange rules or supplements
thereto of the Mechanical Division of the Association of American Railroads, as
the same may be in effect from time to time.

"Interim Interest" shall have the meaning specified in Section 2.2(c)
of the Participation Agreement.

"Interim Term" shall have the meaning specified in Section 3.1 of the
Lease.

"Investment Banker" shall mean an independent investment banking
institution of national standing appointed by Lessee or, if the Indenture
Trustee does not receive notice of such appointment at least ten days prior to
a scheduled prepayment date or if a Lease Event of Default under the applicable
Lease shall have occurred and be continuing, appointed by the Indenture
Trustee.

"Late Rate" shall mean the lesser of 2% over the Debt Rate and the
maximum interest rate from time to time permitted by law.

"Lease" or "Lease Agreement" or "Equipment Lease" shall mean the
Equipment Lease Agreement (UTC Trust No. 1994-A), relating to the Equipment,
dated as of December , 1994, between the Owner Trustee, in the capacities
described therein, as Lessor, and the Lessee. The term "Lease" shall include
each Lease Supplement entered into pursuant to the terms of the Lease.

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<PAGE> 87
"Lease Default" shall mean a Lease Event of Default or an event which
with notice or lapse of time or both would become a Lease Event of Default.

"Lease Event of Default" shall mean a Lease Event of Default under the
Lease as specified in Section 14 thereof.

"Lease Supplement" shall mean a Lease Supplement (UTC Trust No.
1994-A), dated the Closing Date or the date that any Replacement Unit is
subjected to the Lease, substantially in the form of Exhibit A to the Lease,
between the Lessor and the Lessee, covering the Units delivered on the Closing
Date or such Replacement Unit, as the case may be. A "related" Lease
Supplement, when used with respect to any Unit or Units of Equipment, shall
mean the Lease Supplement under which such Unit or Units of Equipment is or are
leased.

"Lease Term" shall mean, with respect to any Unit, the Interim Term
applicable to such Unit, the Basic Term applicable to such Unit and any Renewal
Term applicable to such Unit then in effect.

"Lessee" shall mean Union Tank Car Company, a Delaware corporation, and
its successors and permitted assigns.

"Lessee Agreements" shall mean the Operative Agreements to which Lessee
is a party.

"Lessor" shall have the meaning specified in the recitals to the Lease.

"Lessor's Liens" means any Lien affecting, on or in respect of the
Equipment, the Lease or the Trust Estate arising as a result of (i) claims
against Lessor (in its individual capacity or as Owner Trustee) or the Owner
Participant, not related to the transactions contemplated by the Operative
Agreements, or (ii) acts or omissions of the Lessor (in its individual capacity
or as Owner Trustee) or the Owner Participant not related to the transactions
contemplated by the Operative Agreements or in breach of any covenant or
agreement of such Person set forth in any of the Operative Agreements, or (iii)
taxes imposed against the Lessor (in its individual capacity or as Owner
Trustee) or the Owner Participant or the Trust Estate which are not indemnified
against by the Lessee pursuant to the Participation Agreement or under the Tax
Indemnity Agreement.

"Lien" shall mean any mortgage, pledge, security interest, lien,
encumbrance, lease, disposition of title or other charge of any kind on
property.

"Limited Use Property" shall have the meaning set forth in Rev. Proc.
76-30, 1976-2 C.B. 647.

"Loan Participant" shall mean and include each registered holder from
time to time of an Equipment Note issued under the Indenture, including, so
long as it holds any Equipment Notes issued thereunder, the Pass Through
Trustee under the Pass Through Trust Agreement.

"Majority In Interest" as of a particular date of determination shall
mean with respect to any action or decision of the holders of the Equipment
Notes, the holders of more than 50% in aggregate unpaid principal amount of the
Equipment Notes, if any, then outstanding which are affected by such decision
or action, excluding any Equipment Notes held by the Owner Participant or the
Lessee or an Affiliate of the Owner Participant or the Lessee unless all
Equipment Notes are so held.

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<PAGE> 88
"Make-Whole Amount" shall mean, with respect to the principal amount of
any Equipment Note to be prepaid on any prepayment date, the amount which the
Investment Banker determines as of the third Business Day prior to such
prepayment date to equal the product obtained by multiplying (a) the excess, if
any, of (i) the sum of the present values of all the remaining scheduled
payments of principal and interest from the prepayment date to maturity of such
Equipment Note, discounted semi-annually on each July 1 and January 1 at a rate
equal to the Treasury Rate, based on a 360-day year of twelve 30-day months,
over (ii) the aggregate unpaid principal amount of such Equipment Note plus any
accrued but unpaid interest thereon by (b) a fraction the numerator of which
shall be the principal amount of such Equipment Note to be prepaid on such
prepayment date and the denominator of which shall be the aggregate unpaid
principal amount of such Equipment Note; provided that the aggregate unpaid
principal amount of such Equipment Note for the purpose of clause (a)(ii) and
(b) of this definition shall be determined after deducting the principal
installment, if any, due on such prepayment date.

"Modification" shall have the meaning specified in Section 9.2 of the
Lease.

"Net Economic Return" shall mean the net after-tax book yield and total
after-tax cash flow (but not the pattern of earnings) expected by the original
Owner Participant with respect to the Equipment, utilizing the multiple
investment sinking fund method of analysis and the same assumptions as used by
such Owner Participant in making the computations of Basic Rent, Stipulated
Loss Value and Termination Value initially set forth in Schedules 3, 4 and 5 to
the Participation Agreement.

"Non-Severable Modification" shall mean any Modification that is not
readily removable without impairing the value, utility or remaining useful life
of the Equipment or any Unit immediately prior to removal of such modification,
other than in a de minimis nature.

"Officer's Certificate" shall mean a certificate signed (i) in the case
of a corporation by the President, any Vice President, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of such
corporation, (ii) in the case of a partnership by the Chairman of the Board,
the President or any Vice President, the Treasurer or an Assistant Treasurer of
a corporate general partner, and (iii) in the case of a commercial bank or
trust company, the Chairman or Vice Chairman of the Executive Committee or the
Treasurer, any Trust Officer, any Vice President, any Executive or Senior or
Second or Assistant Vice President, or any other officer or assistant officer
customarily performing the functions similar to those performed by the persons
who at the time shall be such officers, or to whom any corporate trust matter
is referred because of his knowledge of and familiarity with the particular
subject.

"Operative Agreements" shall mean the Participation Agreement, the Bill
of Sale, the Trust Agreement, the Pass Through Trust Agreement, the Pass
Through Trust Supplement, the Pass Through Certificates, the Equipment Notes,
the Lease, the Lease Supplements, the Indenture, the Indenture Supplements, the
Tax Indemnity Agreement and the Underwriting Agreement.

"Outside Fixed Renewal Date" shall have the meaning specified in
Section 22.4(a) of the Lease.

"Owner Participant" shall mean , , and
and their respective successors and permitted assigns.

"Owner Participant Agreements" shall mean the Operative Agreements to
which the Owner Participant is or will be a party.

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<PAGE> 89
"Owner Trustee" shall mean State Street Bank and Trust Company, a
Massachusetts banking corporation, not in its individual capacity but solely as
Owner Trustee under the Trust Agreement and its successors thereunder.

"Owner Trustee Agreements" shall mean the Operative Agreements to which
the Owner Trustee, either in its individual or fiduciary capacity, is or will
be a party.

"Participants" shall mean the Loan Participant and the Owner
Participant.

"Participation Agreement" shall mean the Participation Agreement (UTC
Trust No. 1994-A) dated as of December , 1994, among the Lessee, the Pass
Through Trustee, the Owner Participant, the Owner Trustee and the Indenture
Trustee.

"Pass Through Certificates" shall mean the Pass Through Certificates
issued pursuant to the Pass Through Trust Supplement and the Pass Through Trust
Agreement.

"Pass Through Trust Agreement" shall mean the Pass Through Trust
Agreement, dated as of December , 1994, between the Lessee and the Pass
Through Trustee.

"Pass Through Trustee" shall mean The First National Bank of Chicago, a
national banking association, in its capacity as trustee under the Pass Through
Trust Agreement, as supplemented by the Pass Through Trust Supplement, and each
other person which may from time to time be acting as successor trustee under
the Pass Through Trust Agreement, as supplemented by the Pass Through Trust
Supplement.

"Pass Through Trustee Agreements" shall mean the Operative Agreements
to which the Pass Through Trustee is or will be a party.

"Permitted Liens" with respect to the Equipment and each Unit thereof
shall mean: (i) the interests of the Lessee and the Owner Trustee under the
Lease and the Lease Supplements; (ii) the interest of the Lessee and any
sublessee as provided in any sublease permitted pursuant to Section 8.3 of the
Lease; (iii) any Liens thereon for taxes, assessments, levies, fees and other
governmental and similar charges not due and payable or the amount or validity
of which is being contested in good faith by appropriate proceedings so long as
there exists no material risk of sale, forfeiture, loss, or loss of or
interference with use or possession of any Unit or interference with the
payment of Rent; (iv) any Liens of mechanics, suppliers, materialmen, laborers,
employees, repairmen and other like Liens arising in the ordinary course of
Lessee's (or if a sublease is then in effect, any sublessee's) business
securing obligations which are not due and payable or the amount or validity of
which is being contested in good faith by appropriate proceedings so long as
there exists no material risk of sale, forfeiture, loss, or loss of or
interference with use or possession of any Unit or interference with the
payment of Rent; (v) the Lien and security interest granted to the Indenture
Trustee under and pursuant to the Indenture, and the respective rights of the
Loan Participant, the Indenture Trustee, the Owner Participant and the Owner
Trustee under the Operative Agreements; (vi) Liens arising out of any judgment
or award against the Lessee (or any sublessee permitted pursuant to Section 8.3
of the Lease) with respect to which an appeal or proceeding for review is being
presented in good faith and for the payment of which adequate reserves have
been provided as required by generally accepted accounting principles or other
appropriate provisions have been made and with respect to which there shall
have been secured a stay of execution pending such appeal or proceeding for
review and there exists no material risk of sale, forfeiture, loss,

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<PAGE> 90
or loss of or interference with the use or possession of any Unit or any
interest therein or interference with the payment of Rent, and (vii) salvage
rights of insurers under insurance policies maintained pursuant to Section 12
of the Lease; provided, however, that the Lessee shall give notice to the Owner
Trustee and the Indenture Trustee of any contest or appeal referred to in
clauses (iii), (iv) or (vi) of the foregoing definition where the amount in
question exceeds $1,000,000.

"Permitted Subleases" shall have the meaning specified in Section 8.3
of the Lease.

"Person" shall mean an individual, partnership, corporation, trust,
association or unincorporated organization, and a government or agency or
political subdivision thereof.

"Preliminary Final Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Pass Through
Certificates and the offering thereof and is used prior to the filing of the
Final Prospectus, together with the Basic Prospectus.

"Premium Termination Date" shall mean .

"Pricing Date" shall mean the date on which the Underwriting Agreement
is executed by the Lessee and the Underwriters.

"Quarterly Date" shall mean April 2, June 2, September 2 and December 2
following any Early Purchase Date, as applicable.

"Refunding Date" shall have the meaning specified in Section 10.2(a) of
the Participation Agreement.

"Registration Statement" shall mean the registration statement filed by
the Lessee (File Number 33- ), including incorporated documents, exhibits
and financial statements, as amended at the time of the Closing Date, including
any post-effective amendment thereto which has become effective prior to the
Closing Date.

"Related Indemnitee Group" shall have the meaning specified in Section
7.2(b) of the Participation Agreement.

"Remaining Weighted Average Life" shall mean, with respect to any date
of prepayment or any date of determination of any Equipment Note, the number of
days equal to the quotient obtained by dividing (a) the sum of the products
obtained by multiplying (i) the amount of each then remaining principal payment
on such Equipment Note by (ii) the number of days from and including the
prepayment date or date of determination to but excluding the scheduled payment
date of such principal payment by (b) the unpaid principal amount of such
Equipment Note.

"Renewal Term" shall mean, with respect to any Unit, any term in
respect of which the Lessee shall have exercised its option to renew the Lease
for such Unit pursuant to Section 22.4 thereof, including any Fixed Rate
Renewal Term or Fair Market Renewal Term.

"Rent" shall mean all Basic Rent and Supplemental Rent.

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<PAGE> 91
"Rent Payment Date" or "Payment Date" shall mean each January 1 and
July 1 of each year occurring during the Lease Term, commencing July 1, 1995
provided that if any such date shall not be a Business Day, then "Rent Payment
Date" or "Payment Date" shall mean the next succeeding Business Day.

"Replacement Unit" shall mean a covered hopper car or a tank car, as
the case may be, which shall have been leased under the Lease pursuant to
Section 11.4 of the Lease.

"Required Modification" shall have the meaning specified in Section 9.1
of the Lease.

"Responsible Officer" shall mean, with respect to the subject matter of
any covenant, agreement or obligation of any party contained in any Operative
Agreement, the President, or any Vice President, Assistant Vice President,
Treasurer, Assistant Treasurer or other officer, who in the normal performance
of his operational responsibility would have knowledge of such matters and the
requirements with respect thereto.

"Scheduled Closing Date" shall have the meaning specified in Section
2.7 of the Participation Agreement.

"Security" shall have the same meaning as in Section 2(1) of the
Securities Act of 1933, as amended.

"Severable Modification" shall mean any Modification that is readily
removable without causing material damage to the Equipment or any Unit and
without diminishing the value, utility or useful life of such Unit below the
value, utility or useful life of such Unit immediately prior to such
Modification, assuming that such Unit was then in the condition required to be
maintained by the terms of the Lease, other than in a de minimis nature.

"Specified Investments" shall mean (i) direct obligations of the United
States of America and agencies thereof for which the full faith and credit of
the United States is pledged, (ii) obligations fully guaranteed by the United
States of America, (iii) certificates of deposit issued by, or bankers'
acceptances of, or time deposits with, any bank, trust company or national
banking association incorporated or doing business under the laws of the United
States of America or one of the States thereof having combined capital and
surplus and retained earnings of at least $500,000,000 (including the Indenture
Trustee or Owner Trustee if such conditions are met), and (iv) repurchase
agreements with any financial institution having a combined capital and surplus
of at least $750,000,000 fully collateralized by obligations of the type
described in clauses (i) and (iii) above; provided that if all of the above
investments are unavailable, the entire amount to be invested may be used to
purchase Federal funds from an entity described in (iii) above; and provided
further that no investment shall be eligible as a "Specified Investment" unless
the final maturity or date of return of such investment is 91 days or less from
the date of purchase thereof.

"Stipulated Loss Value" for any Unit as of any date of determination
shall mean the amount determined by multiplying the Equipment Cost for such
Unit by the percentage set forth in Schedule 4 to the Participation Agreement
opposite the Rent Payment Date or the Determination Date, as applicable, on
which such Stipulated Loss Value is being determined for the Basic Group to
which such Unit belongs; provided that during any Renewal Term, "Stipulated
Loss Value" shall be determined as provided in Section 22.6 of the Lease.
Anything contained in the Lease or in the Participation Agreement to the

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<PAGE> 92
contrary notwithstanding, Stipulated Loss Value for such Unit (both before and
after any adjustment pursuant to Section 2.6 of the Participation Agreement or
any deduction pursuant to Section 3.5 of the Lease) will, under any
circumstances and in any event, be an amount which, together with any other
amounts required to be paid by Lessee under the Lease in connection with an
Event of Loss, will be at least sufficient to pay in full as of the date of
payment thereof the aggregate unpaid principal of the Equipment Notes issued in
respect of such Unit, together with all unpaid interest and Make-Whole Amount,
if any, thereon accrued to the date on which such amount is paid in accordance
with the terms hereof and all other amounts then due to the holders of the
Equipment Notes.

"Storage Period" shall have the meaning specified in Section 6.3 of the
Lease.

"Subsidiary" of any Person shall mean any corporation, association, or
other business entity of which more than 50% (by number of votes) of the voting
stock at the time outstanding shall at the time be owned, directly or
indirectly, by such Person or by any other corporation, association or trust
which is itself a Subsidiary within the meaning of this definition, or
collectively by such Person and any one or more such Subsidiaries.

"Supplemental Rent" shall mean all amounts, liabilities and obligations
(other than Basic Rent) which the Lessee assumes or agrees to pay under the
Operative Agreements to or on behalf of any of the other parties thereto,
including, but not limited to, Termination Value and Stipulated Loss Value
payments.

"Taxes" shall have the meaning specified in Section 7.1(b) of the
Participation Agreement.

"Tax Indemnitee" shall have the meaning specified in Section of .

"Tax Indemnity Agreement" shall mean the Tax Indemnity Agreement dated
as of December , 1994 between the Lessee and the Owner Participant.

"Terminated Units" shall have the meaning specified in Section 10.1 of
the Lease.

"Termination Date" shall have the meaning specified in Section 10.1 of
the Lease.

"Termination Value" for any Unit as of any date of determination shall
mean the amount determined by multiplying the Equipment Cost for such Unit by
the percentage set forth in Schedule 5 to the Participation Agreement opposite
the Rent Payment Date or the Determination Date, as applicable, on which such
Termination Value is being determined for the Basic Group to which such Unit
belongs; provided that during any Renewal Term, "Termination Value" shall be
determined as provided in Section 22.6 of the Lease. Anything contained in the
Lease or in the Participation Agreement to the contrary notwithstanding,
Termination Value for such Unit (both before and after any adjustment pursuant
to Section 2.6 of the Participation Agreement or any deduction pursuant to
Section 3.5 of the Lease) will, under any circumstances and in any event, be an
amount which, together with any other amounts required to be paid by Lessee
under the Lease in connection with such termination, will be at least
sufficient to pay in full as of the date of payment thereof the aggregate
unpaid principal of the Equipment Notes issued in respect of such Unit,
together with all unpaid interest and Make-Whole Amount, if any, thereon
accrued to the date on which such amount is paid in accordance with the terms
thereof and all other amounts then due to the holders of the Equipment Notes.

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<PAGE> 93
"Total Equipment Cost" shall mean the sum of the Equipment Cost for
each Unit.

"Transaction Costs" shall have the meaning specified in Section 2.5(a)
of the Participation Agreement.

"Transferee" shall have the meaning specified in Section 6.1(a) of the
Participation Agreement.

"Treasury Rate" shall mean with respect to prepayment of each Equipment
Note, a per annum rate (expressed as a semiannual equivalent and as a decimal
and, in the case of United States Treasury bills, converted to a bond
equivalent yield), determined to be the per annum rate equal to the semiannual
yield to maturity for United States Treasury securities maturing on the Average
Life Date of such Equipment Note, as determined by interpolation between the
most recent weekly average yields to maturity for two series of United States
Treasury securities, (A) one maturing as close as possible to, but earlier
than, the Average Life Date of such Equipment Note and (B) the other maturing
as close as possible to, but later than, the Average Life Date of such
Equipment Note, in each case as published in the most recent H.15(519) (or, if
a weekly average yield to maturity for United States Treasury securities
maturing on the Average Life Date of such Equipment Note is reported in the
most recent H.15(519), as published in H.15(519)). H.15(519) means
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication, published by the Board of Governors of the Federal Reserve System.
The most recent H.15(519) means the latest H.15(519) which is published prior
to the close of business on the third Business Day preceding the scheduled
prepayment date.

"Trust" shall have the meaning specified in the Trust Agreement.

"Trust Agreement" shall mean that certain Trust Agreement (UTC Trust
No. 1994-A), dated as of December , 1994, between the Owner Participant and
the Owner Trustee.

"Trust Estate" shall have the meaning set forth in Section 2.2 of the
Trust Agreement.

"Trustee" shall mean each of the Owner Trustee, the Indenture Trustee
or the Pass Through Trustee and "Trustees" shall mean the Owner Trustee,
Indenture Trustee and the Pass Through Trustee, collectively.

"Underwriter" shall mean Salomon Brothers Inc.

"Underwriting Agreement" shall mean that certain Underwriting Agreement
between the Lessee and the Underwriter, pertaining to the sale of the Pass
Through Certificates.

"Unit" shall mean each unit or item of Equipment.

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<PAGE> 1
EXHIBIT 4(b)(2)

TRUST INDENTURE AND SECURITY AGREEMENT
(UTC TRUST NO. 1994-A)

DATED AS OF DECEMBER , 1994

BETWEEN

AS OWNER TRUSTEE

AND

AS INDENTURE TRUSTEE

COVERED HOPPERS AND TANK CARS

FILED WITH THE INTERSTATE COMMERCE COMMISSION PURSUANT TO 40 U.S.C. Section
11303 ON _____________ ___ , 199__ AT ___ [A.M./P.M.], RECORDATION NUMBER
_____, AND DEPOSITED IN THE OFFICE OF THE REGISTRAR GENERAL OF CANADA
PURSUANT TO SECTION 90 OF THE RAILWAY ACT OF CANADA ON ____________ ___,
199___.

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
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GRANTING CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -1-

ARTICLE I.
DEFINITIONS

Section 1.01. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4-

ARTICLE II.
THE EQUIPMENT NOTES

Section 2.01. Form of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -5-
Section 2.02. Terms of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
Section 2.03. Payment from Indenture Estate Only . . . . . . . . . . . . . . . . . . . . . . . . . . . -8-
Section 2.04. Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -9-
Section 2.05. Application of Payments to Principal Amount and Interest . . . . . . . . . . . . . . . . -9-
Section 2.06. Termination of Interest in Indenture Estate . . . . . . . . . . . . . . . . . . . . . . . -9-
Section 2.07. Transfer of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -10-
Section 2.08. Mutilated, Destroyed, Lost or Stolen Equipment Notes . . . . . . . . . . . . . . . . . . -10-
Section 2.09. Payment of Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
Section 2.10. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -11-
Section 2.11. Equally and Ratably Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-

ARTICLE III.
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
FROM THE INDENTURE ESTATE

Section 3.01. Basic Rent Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
Section 3.02. Payments in the Event of Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . -13-
Section 3.03. Payments after Indenture Event of Default . . . . . . . . . . . . . . . . . . . . . . . . -14-
Section 3.04. Other Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-
Section 3.05. Distribution of Excepted Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . -15-

ARTICLE IV.
ASSUMPTION OF OBLIGATIONS OF OWNER TRUSTEE BY LESSEE

Section 4.01. Assumption of Obligations of Owner Trustee by Lessee.
</TABLE>

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<PAGE> 3
TABLE OF CONTENTS (CONT'D)

<TABLE>
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ARTICLE V.

REMEDIES OF THE INDENTURE TRUSTEE UPON AN INDENTURE
EVENT OF DEFAULT

Section 5.01. Indenture Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -17-
Section 5.02. Acceleration; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . -19-
Section 5.03. Remedies with Respect to Indenture Estate . . . . . . . . . . . . . . . . . . . . . . . . -19-
Section 5.04. Right to Cure; Option to Purchase; Etc . . . . . . . . . . . . . . . . . . . . . . . . . -22-
Section 5.05. Rights of Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-
Section 5.06. Waiver of Existing Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -24-

ARTICLE VI.
DUTIES OF THE INDENTURE TRUSTEE

Section 6.01. Action upon Indenture Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . -24-
Section 6.02. Action upon Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -25-
Section 6.03. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -26-
Section 6.04. No Duties Except as Specified in Indenture or Instructions . . . . . . . . . . . . . . . -26-
Section 6.05. No Action Except under Lease, Indenture or Instructions . . . . . . . . . . . . . . . . . -26-
Section 6.06. Disposition of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
Section 6.07. Indenture Supplements for Replacements . . . . . . . . . . . . . . . . . . . . . . . . . -27-
Section 6.08. Effect of Replacements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
Section 6.09. Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-
Section 6.10. Lessee's Right of Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . -27-

ARTICLE VII.
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE

Section 7.01. Acceptance of Trusts and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-
Section 7.02. Absence of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-
Section 7.03. No Representations or Warranties as to the Equipment or
Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -28-
Section 7.04. No Segregation of Moneys; No Interest; Investments . . . . . . . . . . . . . . . . . . . -29-
Section 7.05. Reliance; Agents; Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . -29-
Section 7.06. Not Acting in Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-

ARTICLE VIII.
CERTAIN LIMITATIONS ON OWNER TRUSTEE'S
AND INDENTURE TRUSTEE'S RIGHTS
</TABLE>

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<PAGE> 4
TABLE OF CONTENTS (CONT'D)

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ARTICLE IX.
SUCCESSOR TRUSTEES

Section 9.01. Notice of Successor Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-
Section 9.02. Resignation of Indenture Trustee; Appointment of Successor . . . . . . . . . . . . . . . -31-

ARTICLE X.
SUPPLEMENTS AND AMENDMENTS
TO THIS INDENTURE AND OTHER DOCUMENTS

Section 10.01. Supplemental Indentures without Consent of Holders . . . . . . . . . . . . . . . . . . . -32-
Section 10.02. Indenture Trustee Protected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -33-
Section 10.03. Request of Substance, Not Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -34-
Section 10.04. Documents Mailed to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -34-
Section 10.05. Amendments, Waivers, Etc. of Other Documents . . . . . . . . . . . . . . . . . . . . . . -34-

ARTICLE XI.
MISCELLANEOUS

Section 11.01. Termination of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -36-
Section 11.02. No Legal Title to Indenture Estate in Holders . . . . . . . . . . . . . . . . . . . . . -37-
Section 11.03. Sale of Equipment by Indenture Trustee is Binding . . . . . . . . . . . . . . . . . . . -37-
Section 11.04. Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
Section 11.05. Discontinuance of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -37-
Section 11.06. Indenture and Equipment Notes for Benefit of Owner Trustee,
Indenture Trustee, Owner Participant and Holders Only . . . . . . . . . . . . . . . . . -38-
Section 11.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
Section 11.08. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
Section 11.09. Separate Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
Section 11.10. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -38-
Section 11.11. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
Section 11.12. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
Section 11.13. Normal Commercial Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-
Section 11.14. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -39-

EXHIBIT A - Form of Trust Indenture Supplement
EXHIBIT B - Terms of Equipment Notes
EXHIBIT C - Loan Participants
APPENDIX A - Definitions
ANNEX A - Amortization Schedule
</TABLE>

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<PAGE> 5
TRUST INDENTURE AND SECURITY AGREEMENT
(UTC TRUST NO. 1994-A)

This TRUST INDENTURE AND SECURITY AGREEMENT (UTC Trust
No. 1994-A) dated as of December , 1994 (this "Indenture"), between
, a , not in its individual capacity, except as otherwise
expressly set forth in Section 7.03 hereof, but solely as trustee under the
Trust Agreement referred to below and any successor appointed in accordance
with the terms hereof and of the Trust Agreement (herein in such trustee
capacity called the "Owner Trustee"), and , a , as
Indenture Trustee hereunder and any successor appointed in accordance with
the terms hereof (herein called the "Indenture Trustee");

WITNESSETH:

WHEREAS, the Owner Participant and the Owner Trustee in its
individual capacity have entered into the Trust Agreement whereby, among other
things, (i) the Owner Trustee establishes a certain trust for the use and
benefit of the Owner Participant, subject, however, to the Indenture Estate
created pursuant hereto for the use and benefit of, and with the priority of
payment to, the holders of the Equipment Notes, and (ii) the Owner Trustee is
authorized and directed to execute and deliver this Indenture;

WHEREAS, the Owner Trustee and the Indenture Trustee desire by
this Indenture, among other things, (i) to provide for the issuance by the
Owner Trustee of the Equipment Notes and (ii) to provide for the assignment,
mortgage and pledge by the Owner Trustee to the Indenture Trustee, as part of
the Indenture Estate hereunder, among other things, of, and the grant of a
security interest in, certain of the Owner Trustee's right, title and interest
in and to the Equipment and the Lease and certain payments and other amounts
received hereunder or thereunder, in accordance with the terms hereof, in
trust, as security for, among other things, the Owner Trustee's obligations for
the equal and ratable benefit of the holders of the Equipment Notes; and

WHEREAS, all things necessary to make this Indenture the
legal, valid and binding obligation of the Owner Trustee and the Indenture
Trustee, for the uses and purposes herein set forth, in accordance with its
terms, have been done and performed and have happened.

GRANTING CLAUSE

NOW, THEREFORE, THIS TRUST INDENTURE AND SECURITY AGREEMENT
WITNESSETH, that, to secure the prompt payment of the principal of and interest
and premium, if any, on and all other amounts due with respect to, the
Equipment Notes from time to time outstanding hereunder and the performance and
observance by the Owner Trustee of all the agreements, covenants and provisions
herein and in the Equipment Notes all for the benefit of the holders of the
Equipment Notes, and for the uses and purposes and subject to the terms and
provisions hereof, and in consideration of the premises and of the covenants
herein contained, and of the acceptance of the Equipment Notes by the Loan
Participant, the

<PAGE> 6
Owner Trustee does hereby sell, assign, transfer, convey, mortgage, pledge, and
confirm unto the Indenture Trustee, its successors and assigns, for the
security and benefit of the holders of the Equipment Notes from time to time, a
security interest in and mortgage lien on all right, title and interest of the
Owner Trustee in and to the following described property, rights, interests and
privileges insofar as it does not constitute Excepted Property (which
collectively, including all property hereafter required to be subjected to the
Lien of this Indenture by any instrument supplemental hereto, but excluding
Excepted Property, being herein called the "Indenture Estate"), to wit:

(1) the Lease, including, without limitation, all amounts
of Basic Rent, Supplemental Rent, insurance proceeds and other
payments of any kind for or with respect to the Equipment, subject to
Lessee's rights under the Lease, including, without limitation,
Lessee's right of quiet enjoyment;

(2) the Equipment, the Replacement Units and all
substitutions therefor in which the Owner Trustee shall from time to
time acquire an interest under the Lease, all as more particularly
described in the Indenture Supplements and Lease Supplements executed
and delivered with respect to the Equipment or any such Replacement
Units or any substitutions therefor, as provided in this Indenture and
the Lease;

(3) all requisition proceeds with respect to the
Equipment or any Unit thereof (to the extent of the Owner Trustee's
interest therein pursuant to the terms of the Lease);

(4) all monies and securities now or hereafter paid or
deposited or required to be paid or deposited with the Indenture
Trustee pursuant to any term of this Indenture, the Lease or the
Participation Agreement or required to be held by the Indenture
Trustee hereunder or thereunder; and

(5) all proceeds of the foregoing.

Notwithstanding the foregoing provisions:

(a) there shall be excluded from the foregoing sale,
assignment, transfer, conveyance, mortgage, pledge or security
interest granted by this Indenture and from the Indenture Estate all
Excepted Property;

(b) (i) the Owner Trustee and the Owner Participant
shall at all times retain the right, to the exclusion of the Indenture
Trustee (A) to Excepted Property and to commence an action at law to
obtain such Excepted Property and (B) to adjust Basic Rent and the
percentages relating to Stipulated Loss Value and Termination Value as
provided in Section 3.4 of the Lease and Section 2.6 of the
Participation Agreement;

(ii) the Owner Trustee and the Indenture Trustee shall
each retain the right to receive from Lessee all notices,
certificates, reports, filings, opinions of Counsel, copies of all
documents and all information which the Lessee is permitted or
required to give or furnish to the Lessor pursuant to the Lease or to
the Owner Trustee pursuant to any

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<PAGE> 7
other Operative Agreement and to exercise the inspection rights
provided for in Section 13.2 of the Lease, to give any notice of
default under Section 15 of the Lease and to retain the right to cause
the Lessee to take any action and execute and deliver such documents
and assurances as the Lessor may from time to time reasonably request
pursuant to Section 16.2 of the Lease; and

(iii) so long as no Indenture Event of Default shall have
occurred and be continuing (but subject to the provisions of Section
10.05), the Owner Trustee shall retain the right, to the exclusion of
the Indenture Trustee, to exercise all rights of the Lessor under the
Lease (other than the right to receive any funds to be delivered to
the Lessor under the Lease (except funds which constitute or are
delivered with respect to Excepted Property)); and

(c) the leasehold interest granted to the Lessee under
the Lease shall not be subject to the security interest granted by
this Indenture, and nothing in this Indenture shall affect the rights
of the Lessee under the Lease so long as no Lease Event of Default has
occurred and is continuing.

(d) as between the Owner Trustee and the Indenture
Trustee, nothing contained in this Granting Clause shall prevent the
Owner Trustee, as the Lessor under the Lease, from seeking specific
performance of the covenants of the Lessee under the Lease relating to
the insurance, maintenance, possession and use of the Units and from
maintaining separate insurance with respect to the Units to the extent
permitted by Section 12.5 of the Lease.

TO HAVE AND TO HOLD all and singular the aforesaid property
unto the Indenture Trustee, its successors and assigns, in trust for the
benefit and security of the holders of the Equipment Notes from time to time,
without any priority of any one Equipment Note over any other, and for the uses
and purposes, and subject to the terms and provisions, set forth in this
Indenture.

It is expressly agreed that anything herein contained to the
contrary notwithstanding, the Owner Trustee shall remain liable under each of
the Operative Agreements to which it is a party to perform all of the
obligations, if any, assumed by it thereunder, all in accordance with and
pursuant to the terms and provisions thereof, and the Indenture Trustee and the
holders of the Equipment Notes shall have no obligation or liability under any
of the Operative Agreements to which the Owner Trustee is a party by reason of
or arising out of this assignment, nor shall the Indenture Trustee (unless the
Indenture Trustee shall have become the "Lessor" under the Lease) or the
holders of the Equipment Notes be required or obligated in any manner to
perform or fulfill any obligations of the Owner Trustee under or pursuant to
any of the Operative Agreements to which the Owner Trustee is a party or,
except as herein expressly provided, to make any payment, or to make any
inquiry as to the nature or sufficiency of any payment received by it, or
present or file any claim, or take any action to collect or enforce the payment
of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.

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<PAGE> 8
Subject to the terms and conditions hereof, the Owner Trustee
does hereby constitute the Indenture Trustee the true and lawful attorney of
the Owner Trustee, irrevocably, with full power (in the name of the Owner
Trustee or otherwise), upon the occurrence and during the continuation of an
Indenture Event of Default, to ask, require, demand, receive, compound and give
acquittance for any and all moneys and claims for moneys due and to become due
to the Owner Trustee (other than Excepted Property), under or arising out of
the Lease, or to endorse any checks or other instruments or orders in
connection therewith and to file any claims or take any action or institute any
proceedings which the Indenture Trustee may deem to be necessary or advisable
in the premises. The Owner Trustee has directed the Lessee to make all
payments of Rent (other than Excepted Property) payable to the Owner Trustee by
the Lessee and all other amounts which are required to be paid to or deposited
with the Owner Trustee pursuant to the Lease directly to the Indenture Trustee
at such address as the Indenture Trustee shall specify, for application as
provided in this Indenture. The Owner Trustee agrees that promptly on receipt
thereof, it will transfer to the Indenture Trustee any and all moneys from time
to time received by it constituting part of the Indenture Estate, for
distribution by the Indenture Trustee pursuant to this Indenture, except that
the Owner Trustee shall accept for distribution pursuant to the Trust Agreement
any amounts distributed to it by the Indenture Trustee as expressly provided in
this Indenture and any Excepted Property.

The Owner Trustee agrees that at any time and from time to
time, upon the written request of the Indenture Trustee, the Owner Trustee will
promptly and duly execute and deliver or cause to be executed and delivered any
and all such further instruments and documents as the Indenture Trustee may
reasonably deem to be necessary in order to obtain the full benefits of this
assignment and of the rights and powers herein granted.

The Owner Trustee does hereby warrant and represent that it
has not assigned or pledged, and hereby covenants that it will not assign or
pledge, so long as the assignment hereunder shall remain in effect, any of its
right, title or interest hereby assigned, to anyone other than the Indenture
Trustee, and that it will not (other than in respect of Excepted Property),
except as provided in or permitted by this Indenture, accept any payment from
the Lessee, enter into an agreement amending or supplementing any of the
Operative Agreements, execute any waiver or modification of, or consent under
the terms of any of the Operative Agreements (other than the Tax Indemnity
Agreement), settle or compromise any claim (other than claims in respect of
Excepted Property) against the Lessee arising under any of the Operative
Agreements, or submit or consent to the submission of any dispute, difference
or other matter arising under or in respect of any of the Operative Agreements,
to arbitration thereunder.

IT IS HEREBY COVENANTED AND AGREED by and between the parties
hereto as follows:

ARTICLE I.
DEFINITIONS

Section 1.01. Certain Definitions. Unless the context
otherwise requires, all capitalized terms used herein and not otherwise defined
shall have the meanings set forth in

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<PAGE> 9
Appendix A hereto for all purposes of this Indenture, and include the plural as
well as the singular. All references to articles, sections, clauses, schedules
and appendices in this Indenture are to articles, sections, clauses, schedules
and appendices in and to this Indenture unless otherwise indicated. All
accounting terms not otherwise defined herein or in Appendix A hereto have the
meanings assigned to them in accordance with generally accepted accounting
principles. The words herein, hereof and hereunder and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.

ARTICLE II.
THE EQUIPMENT NOTES

Section 2.01. Form of Equipment Notes. The Equipment Notes
shall be substantially in the form set forth below:

% EQUIPMENT NOTE

(Secured by, among others, Lease Obligations of
Union Tank Car Company)

Issued in Connection with certain Railroad Rolling Stock

No. ______ Chicago, Illinois
_______________, ____
$______________

, not in its individual capacity, but solely as owner trustee
(herein in such capacity called the "Owner Trustee") under that certain Trust
Agreement (UTC Trust No. 1994-A), dated as of December , 1994, as from time to
time supplemented and amended (herein called the "Trust Agreement"), between
the Owner Trustee in its individual capacity and the institution referred to
therein as the "Owner Participant", hereby promises to pay to
_______________________________, or registered assigns, the principal sum of
$_______________ in lawful currency of the United States of America, in
installments payable on the dates set forth in Exhibit A hereto, commencing
, 199[6] and thereafter to and including , each
such installment to be in an amount equal to the corresponding percentage (if
any) of the remaining principal amount hereof set forth in Exhibit A hereto,
together with interest thereon on the amount of such principal amount remaining
unpaid from time to time from and including the date hereof until such
principal amount shall be due and payable, payable on Jul 2, 1995 and on each
January 2 and July 2 thereafter to the maturity date hereof at the rate of %
per annum (computed on the basis of a 360-day year of twelve 30-day months).
Interest on any overdue principal and (to the extent legally enforceable) on
overdue interest shall be paid from the due date thereof at the rate of % per
annum (computed on the basis of a 360-day year of twelve 30-day months),
payable on demand.

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<PAGE> 10
All payments of principal and interest and premium, if any,
to be made hereunder and under the Trust Indenture and Security
Agreement (UTC Trust No. 1994-A), dated as of December , 1994 as from time
to time amended and supplemented (herein called the "Indenture", the defined
terms therein not otherwise defined herein being used herein with the same
meanings), between the Owner Trustee and , as Indenture Trustee
thereunder for the holder of this Equipment Note and the holders of other
Equipment Notes outstanding thereunder (herein in such capacity called the
"Indenture Trustee") shall be made only from the income and proceeds from the
Indenture Estate and only to the extent that the Indenture Trustee shall have
sufficient income or proceeds from the Indenture Estate to make such payments
in accordance with the terms of Article III of the Indenture. Each holder
hereof, by its acceptance of this Equipment Note, agrees that it will look
solely to the income and proceeds from the Indenture Estate to the extent
available for distribution to the holder hereof as provided in the Indenture
and that none of the Owner Trustee, the Owner Participant, the Indenture
Trustee or their permitted successors and assigns is or shall be personally
liable to the holder hereof for any amount payable under this Equipment Note or
the Indenture or, except as expressly provided in the Participation Agreement
or the Indenture, for any liability under the Participation Agreement or (in
the case of the Owner Trustee or the Indenture Trustee) the Indenture.

Payments with respect to the principal amount hereof, premium,
if any, and interest thereon shall be payable in U.S. dollars in immediately
available funds at the principal bond and trustee administration office of the
Indenture Trustee, or as otherwise provided in the Indenture. Each such
payment shall be made on the date such payment is due and without any
presentment or surrender of this Equipment Note. Whenever the date scheduled
for any payment to be made hereunder or under the Indenture shall not be a
Business Day, then such payment need not be made on such scheduled date but may
be made on the next succeeding Business Day with the same force and effect as
if made on such scheduled date and (provided such payment is made on such next
succeeding Business Day) no interest shall accrue on the amount of such payment
from and after such scheduled date to the time of such payment on such next
succeeding Business Day.

Each holder hereof, by its acceptance of this Equipment Note,
agrees that each payment received by it hereunder shall be applied, first, to
the payment of accrued but unpaid interest on this Equipment Note then due,
second, to the payment of the unpaid principal amount of this Equipment Note
then due, third, to the payment of any premium then due, and fourth, to the
payment of the remaining outstanding principal amount of this Equipment Note;
provided, that the Owner Trustee may only prepay this Equipment Note as
provided in Sections 2.10, 3.02 and 3.03 of the Indenture.

This Equipment Note is one of the Equipment Notes referred to
in the Indenture which have been or are to be issued by the Owner Trustee
pursuant to the terms of the Indenture and relates to the Units described in
Lease Supplement No. __. The Indenture Estate is held by the Indenture Trustee
as security for the Equipment Notes. Reference is hereby made to the Indenture
for a statement of the rights of the holder of, and the nature and extent of
the security for, this Equipment Note, as well as for a statement of the terms
and conditions of the trusts

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<PAGE> 11
created by the Indenture, to all of which terms and conditions in the Indenture
each holder hereof agrees by its acceptance of this Equipment Note.

This Equipment Note is not subject to redemption or prepayment
except as provided in Sections 2.10, 3.02 and 3.03 of the Indenture. This
Equipment Note is subject to purchase by the Owner Trustee without a premium as
provided in Section 5.04(b) of the Indenture. The holder hereof, by its
acceptance of this Equipment Note, agrees to be bound by said provisions.

This Equipment Note is a registered Equipment Note and is
transferable, as provided in the Indenture, only upon surrender of this
Equipment Note for registration of transfer duly endorsed by, or accompanied by
a written statement of transfer duly executed by, the registered holder hereof
or his attorney duly authorized in writing. Prior to the due presentation for
registration of transfer of this Equipment Note, the Owner Trustee and the
Indenture Trustee may deem and treat the registered holder of this Equipment
Note as the absolute owner and holder hereof for the purpose of receiving
payment of all amounts payable with respect hereto and for all other purposes
and shall not be affected by any notice to the contrary.

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT.
THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

Unless the certificate of authentication hereon has been
executed by or on behalf of the Indenture Trustee by manual signature, this
Equipment Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

In Witness Whereof, the Owner Trustee has caused this
Equipment Note to be executed by one of its authorized officers as of the date
hereof.

,
not in its individual capacity,
but solely as Owner Trustee

By:_________________________________________

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<PAGE> 12
[FORM OF INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Equipment Notes referred to in the
within-mentioned Indenture.

,
as Indenture Trustee

By:________________________________________
Authorized Officer

[Here insert from Annex A, the related Amortization Schedule]

Section 2.02. Terms of Equipment Notes. There shall be
issued and delivered to the Loan Participant a single Equipment Note related to
each Lease Supplement executed and delivered in respect of the Units delivered
on the Closing Date in the maturity and bearing the interest rate as set forth
in Exhibit B hereto, in a principal amount equal to that portion of the loan
made by the Loan Participant to the Owner Trustee pursuant to Section 2 of the
Participation Agreement relating to the Units under such Lease Supplement.
Each such Equipment Note shall evidence the loan made by the Loan Participant
in connection with the purchase of the Equipment by the Owner Trustee from the
Lessee, each such Equipment Note to be substantially in the form set forth in
Section 2.01, with deletions and insertions as appropriate, duly authenticated
by the Indenture Trustee and dated the Closing Date of the Equipment, and as
having been issued in connection with the Equipment under a related Lease
Supplement.

The principal amount of and interest on each Equipment Note
issued pursuant to the provisions of this Indenture shall be payable as set
forth in the form thereof contained in Section 2.01 and Annex A. Interest
accrued on the Equipment Notes shall be computed on the basis of a 360-day year
of twelve 30-day months on the principal amount thereof remaining unpaid from
time to time from and including the date thereof to but excluding the date of
payment. The Owner Trustee shall furnish to the Indenture Trustee a copy of
each Equipment Note issued pursuant to the provisions of this Indenture. The
aggregate principal amount of Equipment Notes which may be outstanding at any
one time shall be limited to the aggregate amount set forth in Exhibit B
hereto.

No Equipment Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless it shall have been
authenticated by or on behalf of the Indenture Trustee by manual signature.

Section 2.03. Payment from Indenture Estate Only.
Notwithstanding any other provision herein or in the Equipment Notes to the
contrary, all payments to be made under the Equipment Notes and this Indenture
and the relevant Indenture Supplement shall be made only from the income and
the proceeds from the Indenture Estate and only to the extent that the
Indenture Trustee shall have received sufficient income or proceeds from the
Indenture Estate to make such payments in accordance with the terms of Article
III hereof. Each holder of an Equipment Note, by its acceptance of such
Equipment Note, agrees that it will look solely to the

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<PAGE> 13
income and proceeds from the Indenture Estate to the extent available for
distribution to such holder as herein provided and that none of the Owner
Trustee, the Owner Participant, the Indenture Trustee or their permitted
successors and assigns is or shall be personally liable to the holder of any
Equipment Note for any amount payable under such Equipment Note or the
Indenture or, except as expressly provided in the Participation Agreement or
the Indenture, for any liability under the Participation Agreement or (in the
case of the Owner Trustee or the Indenture Trustee) the Indenture.

Section 2.04. Method of Payment. (a) The principal of and
premium, if any, and interest on each Equipment Note will be payable in U.S.
dollars in immediately available funds at the principal corporate trust
administration office of the Indenture Trustee or as otherwise directed in the
manner provided herein. Notwithstanding the foregoing or any provision in any
Equipment Note to the contrary, the Indenture Trustee will pay, or cause to be
paid, if so requested by any holder of an Equipment Note by written notice to
the Owner Trustee and the Indenture Trustee, all amounts payable by the Owner
Trustee hereunder to such holder or a nominee therefor either (i) by
transferring by wire in immediately available funds to an account maintained by
such holder with a bank in the United States the amount to be distributed to
such holder or (ii) by mailing a check denominated in U.S. dollars to such
holder at such address as such holder shall have specified in such notice, in
any case without any presentment or surrender of any Equipment Note, except
that the holder of an Equipment Note shall surrender such Equipment Note to the
Indenture Trustee upon payment in full of the principal amount of and interest
on such Equipment Note and such other sums payable to such holder hereunder or
under the Equipment Note.

(b) Whenever the date scheduled for any payment to be
made hereunder or under any Equipment Note shall not be a Business Day, then
such payment need not be made on such scheduled date but may be made on the
next succeeding Business Day with the same force and effect as if made on such
scheduled date and (provided such payment is made on such next succeeding
Business Day) no interest shall accrue on the amount of such payment from and
after such scheduled date to the time of such payment on such next succeeding
Business Day.

Section 2.05. Application of Payments to Principal Amount and
Interest. In the case of each Equipment Note, each payment of principal
thereof and premium, if any, and interest thereon shall be applied, first, to
the payment of accrued but unpaid interest on such Equipment Note then due
thereunder, second, to the payment of the unpaid principal amount of such
Equipment Note then due thereunder, third, to the payment of any [premium] then
due thereon and fourth, to the payment of the remaining outstanding principal
amount of such Equipment Note; provided, that the Owner Trustee may only prepay
such Equipment Note in accordance with the provisions of Section 2.10, 3.02 and
3.03 hereof.

Section 2.06. Termination of Interest in Indenture Estate. A
holder shall have no further interest in, or other right with respect to, the
Indenture Estate when and if the principal amount of and interest on all
Equipment Notes held by such holder and all other sums payable to such holder
hereunder and under such Equipment Notes and under the Participation Agreement
shall have been paid in full.

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<PAGE> 14
Section 2.07. Transfer of Equipment Notes. The Indenture
Trustee shall maintain at its corporate trust administration office in Chicago,
Illinois or in the city in which the corporate trust office of a successor
Indenture Trustee is located, a register for the purpose of registering
transfers and exchanges of Equipment Notes. A holder of an Equipment Note
intending to transfer such Equipment Note to a new payee, or to exchange any
Equipment Note or Equipment Notes held by it for an Equipment Note or Equipment
Notes of a different denomination or denominations, may surrender such
Equipment Note or Equipment Notes to the Indenture Trustee at such principal
corporate trust administration office of the Indenture Trustee, together with a
written request from such holder for the issuance of a new Equipment Note or
Equipment Notes, specifying the denomination or denominations (each of which
shall be not less than $1,000,000 or a whole multiple thereof or such smaller
denomination as may be necessary due to the original issuance of Equipment
Notes of the applicable maturity in an aggregate principal amount not evenly
divisible by $1,000,000) of the same, and, in the case of a surrender for
registration of transfer, the name and address of the transferee or
transferees. Promptly upon receipt of such documents, the Owner Trustee will
issue, and the Indenture Trustee will authenticate, a new Equipment Note or
Equipment Notes in the same aggregate principal amount and dated the same date
or dates as, with the same payment schedule, in the form set forth in Section
2.01 in the same maturity and bearing the same interest rate as the Equipment
Note or Equipment Notes surrendered, in such denomination or denominations and
payable to such payee or payees as shall be specified in the written request
from such holder. All Equipment Notes issued upon any registration of transfer
or exchange of Equipment Notes shall be the valid obligations of the Owner
Trustee evidencing the same respective obligations, and entitled to the same
security and benefits under this Indenture, as the Equipment Notes surrendered
upon such registration of transfer or exchange. The Indenture Trustee shall
make a notation on each new Equipment Note or Equipment Notes of the amount of
all payments or prepayments of principal and interest previously made on the
old Equipment Note or Equipment Notes with respect to which such new Equipment
Note or Equipment Notes is or are issued. From time to time, the Indenture
Trustee will provide the Owner Trustee and the Lessee with such information as
it may request as to the registered holders of Equipment Notes. The Owner
Trustee shall not be required to exchange any surrendered Equipment Notes as
above provided during the 10-day period preceding the due date of any payment
on such Equipment Notes.

Prior to the due presentment for registration of transfer of
an Equipment Note, the Owner Trustee and the Indenture Trustee may deem and
treat the registered holder of such Equipment Note as the absolute owner and
holder of such Equipment Note for the purpose of receiving payment of all
amounts payable with respect to such Equipment Note and for all other purposes
and shall not be affected by any notice to the contrary.

The Indenture Trustee will promptly notify the Owner Trustee
and the Lessee of each request for a registration of transfer of an Equipment
Note. The Indenture Trustee will promptly cancel and destroy all Equipment
Notes surrendered for transfer or exchange pursuant to this Section.

Section 2.08. Mutilated, Destroyed, Lost or Stolen Equipment
Notes. If any Equipment Note shall become mutilated, destroyed, lost or
stolen, the Owner Trustee shall, upon the written request of the holder of such
Equipment Note, issue, and the Indenture Trustee shall

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<PAGE> 15
authenticate and deliver in replacement thereof, a new Equipment Note in the
form set forth in Section 2.01, payable to the same holder in the same
principal amount, of the same maturity, with the same payment schedule, bearing
the same interest rate and dated the same date as the Equipment Note so
mutilated, destroyed, lost or stolen. The Indenture Trustee shall make a
notation on each new Equipment Note of the amount of all payments or
prepayments of principal and interest theretofore made on the Equipment Note so
mutilated, destroyed, lost or stolen and the date to which interest on such old
Equipment Note has been paid. If the Equipment Note being replaced has become
mutilated, such Equipment Note shall be surrendered to the Indenture Trustee
and forwarded to the Owner Trustee by the Indenture Trustee. If the Equipment
Note being replaced has been destroyed, lost or stolen, the holder of such
Equipment Note shall furnish to the Owner Trustee and the Indenture Trustee
such security or indemnity as may be required by them to save the Owner Trustee
and the Indenture Trustee harmless and evidence satisfactory to the Owner
Trustee and the Indenture Trustee of the destruction, loss or theft of such
Equipment Note and of the ownership thereof.

Section 2.09. Payment of Transfer Taxes. Upon the transfer
of any Equipment Note or Equipment Notes pursuant to Section 2.07, the Owner
Trustee or the Indenture Trustee may require from the party requesting such new
Equipment Note or Equipment Notes payment of a sum to reimburse the Owner
Trustee or the Indenture Trustee for, or to provide funds for the payment of,
any tax or other governmental charge in connection therewith.

Section 2.10. Prepayments. (a) Each Equipment Note shall be
prepaid in whole or in part by the Owner Trustee on a Rent Payment Date (or, in
the circumstance provided in the last sentence of Section 10.3 of the Lease, on
a Determination Date) upon at least 25 days' prior notice from the Owner
Trustee (or the Lessee on its behalf) to the Indenture Trustee in the event
that the Lease as applicable to any Unit or Units related to such Equipment
Note is terminated pursuant to Section 10 thereof, at a price equal to the sum
of (i) as to principal thereof, an amount equal to the product obtained by
multiplying the unpaid principal amount of such Equipment Note as at the date
of such prepayment (after deducting therefrom the principal installment, if
any, due on or prior to the date of such prepayment) by a fraction, the
numerator of which shall be the Equipment Cost of such Unit or Units and the
denominator of which shall be the aggregate Equipment Cost of all Units
included in the Indenture Estate under the related Indenture Supplement
immediately prior to the date of such prepayment, (ii) as to interest, the
aggregate amount of interest accrued and unpaid in respect of the principal
amount to be prepaid pursuant to clause (i) above on the date of such payment
(after giving effect to the application of any Basic Rent paid on or prior to
the date of such prepayment) and (iii) if prepaid prior to the Premium
Termination Date, a premium in an amount equal to the Make-Whole Amount, if
any, applicable in respect of the principal amount to be prepaid pursuant to
clause (i) above on the date of such prepayment.

(b) Each Equipment Note shall be prepaid in whole or in
part by the Owner Trustee on a Rent Payment Date upon at least 25 days' prior
notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture
Trustee in connection with the occurrence of an Event of Loss with respect to
any Unit or Units related to such Equipment Note if such Unit or Units are not
replaced pursuant to Section 11.2(i) of the Lease, or in the event Lessee shall
be required to settle for more than 10 Units on a Determination Date pursuant
to Section 11.2 of the Lease,

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<PAGE> 16
such prepayment shall be made on such Determination Date, at a price equal to
the sum of (i) as to principal thereof, an amount equal to the product obtained
by multiplying the aggregate unpaid principal amount of such Equipment Note as
at such prepayment date (after deducting therefrom the principal installment,
if any, due on such date) by a fraction, the numerator of which shall be the
Equipment Cost of such Unit or Units and the denominator of which shall be the
aggregate Equipment Cost of all Units included in the Indenture Estate under
the related Indenture Supplement immediately prior to such date, and (ii) as to
interest, the aggregate amount of interest accrued and unpaid in respect of the
principal amount to be prepaid pursuant to clause (i) above to but not
including the date of prepayment after giving effect to the application of any
Basic Rent paid on or prior to the date of such prepayment, but without the
payment of any premium.

(c) Each Equipment Note shall be prepaid in whole or in
part by the Owner Trustee on the Determination Date specified by Lessee to
Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the
Participation Agreement, in the event that Lessee exercises the purchase option
under Section 6.9 of the Participation Agreement with respect to the Equipment,
at a price equal to the sum of (i) as to principal thereof, an amount equal to
the product obtained by multiplying the aggregate unpaid principal amount of
such Equipment Note as at the date of any prepayment under Section 6.9 of the
Participation Agreement (after deducting therefrom the principal installment,
if any, due on the prepayment date) by a fraction, the numerator of which shall
be the Equipment Cost of such Unit or Units to be purchased and the denominator
of which shall be the aggregate Equipment Cost of all Units included in the
Indenture Estate immediately prior to the date of such prepayment, (ii) as to
interest, the aggregate amount of interest accrued and unpaid in respect of the
principal amount to be prepaid pursuant to clause (i) above on the date of such
prepayment after giving effect to the application of any Basic Rent paid on or
prior to the date of such prepayment, and (iii) if prepaid prior to the Premium
Termination Date applicable to such Equipment Notes, a premium in an amount
equal to the aggregate Make-Whole Amount, if any, applicable in respect of the
principal amount to be prepaid pursuant to clause (i) above on the date of such
payment.

(d) On the Refunding Date specified by the Lessee to the
Owner Trustee and to the Indenture Trustee in accordance with Section 10.2(f)
of the Participation Agreement, all Equipment Notes shall be prepaid in whole
but not in part on such Refunding Date, in the event of a refunding or
refinancing pursuant to Section 10.2 of the Participation Agreement, at a price
in addition to any other amounts due to the holders of the Equipment Notes
under this Indenture equal to the unpaid principal amount thereof together with
accrued but unpaid interest thereon, plus, if prepaid prior to the Premium
Termination Date, a premium in an amount equal to the Make-Whole Amount, if
any.

(e) The Indenture Trustee shall give prompt notice of any
prepayment of any of the Equipment Notes to all holders of the Equipment Notes
as soon as the Indenture Trustee shall have knowledge that such prepayment is
to occur, which notice shall specify the Equipment Note or Notes to be prepaid,
the principal amount of such Equipment Note or Notes to be prepaid and the date
of prepayment which date shall be not less than 25 days after the date of such
notice.

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<PAGE> 17
Section 2.11. Equally and Ratably Secured. All Equipment
Notes at any time outstanding under this Indenture shall be equally and ratably
secured hereby without preference, priority or distinction on account of the
date or dates or the actual time or times of the issue or maturity of such
Equipment Notes so that all Equipment Notes at any time issued and outstanding
hereunder shall have the same rights, Liens and preferences under and by virtue
of this Indenture.

ARTICLE III.
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
FROM THE INDENTURE ESTATE

Section 3.01. Basic Rent Distribution. Except as otherwise
provided in Section 3.03, each installment of Interim Interest and Basic Rent
as well as any installment of interest on overdue installments of Basic Rent,
and any other moneys paid over by the Lessee or the Owner Trustee to the
Indenture Trustee for such purpose, shall be distributed by the Indenture
Trustee as promptly as possible (it being understood that any payments of
Interim Interest and Basic Rent received by the Indenture Trustee on a timely
basis and in accordance with the provisions of Section 3.6 of the Lease shall
be distributed on the date received in the funds so received) in the following
order of priority: first, so much of such installment as shall be required for
the purpose shall be distributed and paid to the holders of the Equipment Notes
to pay in full the aggregate amount of the payment or payments of principal,
premium, if any, and interest (as well as any interest on overdue principal or
interest) then due, such distribution to be made ratably, without priority of
one over the other, in the proportion that the amount of such payment or
payments then due with respect to each such Equipment Note bears to the
aggregate amount of payments then due under all such Equipment Notes; and
second, the balance, if any, of such installment remaining thereafter shall be
distributed to the Owner Trustee for distribution in accordance with the terms
of the Trust Agreement. The portion of each such installment distributed to a
holder of an Equipment Note shall be applied by such holder in payment of such
Equipment Note in accordance with the terms of Section 2.05.

Section 3.02. Payments in the Event of Prepayment. (a)
Except as otherwise provided in Section 3.03 or 3.05, in the event of any
prepayment of an Equipment Note or Notes, in whole or in part, in accordance
with the provisions of Section 2.10 any amount received shall in each case be
distributed and paid in the following order of priority: first, so much of
such amount as shall be required for the purpose of prepayment shall be
distributed and paid to the holders of such Equipment Note or Notes to pay the
aggregate amount of the payment of principal, premium, if any, and interest to
be prepaid on such Equipment Note or Notes pursuant to Section 2.10, such
prepayment to be made ratably to such Equipment Note or Notes to which such
prepayment relates, without priority of one over any other, in the proportion
that the amount to be prepaid on each such Equipment Note bears to the
aggregate amount to be paid on all such Equipment Notes; and second, the
balance, if any, of such amount remaining thereafter shall be distributed to
the Owner Trustee for distribution in accordance with the terms of the Trust
Agreement.

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<PAGE> 18
(b) Except as otherwise provided in Section 3.03 or 3.05
hereof, any amounts received directly or through the Lessee from any
governmental authority or other party pursuant to Section 11 of the Lease with
respect to any Unit as the result of an Event of Loss, to the extent that such
amounts are not at the time required to be paid to the Lessee pursuant to said
Section 11, and any amounts of insurance proceeds for damage to the Indenture
Estate received directly or though the Lessee from any insurer pursuant to
Section 12 of the Lease with respect thereto as the result of an Event of Loss,
to the extent such amounts are not at the time required to be paid to the
Lessee pursuant to said Section 12, shall be applied as provided in clause (a)
of this Section 3.02.

Section 3.03. Payments after Indenture Event of Default. (a)
Except as provided in Section 3.05, all payments received and amounts realized
by the Indenture Trustee after an Indenture Event of Default shall have
occurred and be continuing and after the Indenture Trustee has declared (as
assignee from the Owner Trustee of the Lease) the Lease to be in default
pursuant to Section 15 thereof or has declared the Equipment Notes to be
accelerated pursuant to Section 5.02, as the case may be, or has elected to
foreclose or otherwise exercise any remedies under this Indenture (including
any amounts realized by the Indenture Trustee from the exercise of any remedies
pursuant to Section 15 of the Lease, or Article V), as well as all payments or
amounts then held or thereafter received by the Indenture Trustee as part of
the Indenture Estate while such Indenture Event of Default shall be continuing,
shall be distributed forthwith by the Indenture Trustee in the following order
of priority:

First, so much of such payments or amounts as shall
be required to reimburse the Indenture Trustee for any fees which are
due and payable for its services under this Indenture and any tax,
expense (including reasonable attorney's fees) or other loss incurred
by the Indenture Trustee (to the extent reimbursable and not
previously reimbursed and to the extent incurred in connection with
its duties as Indenture Trustee) shall be distributed to the Indenture
Trustee;

Second, so much of such payments or amounts as shall
be required to reimburse the holders of the Equipment Notes for
payments made by them to the Indenture Trustee pursuant to Section
6.03 (to the extent not previously reimbursed), and to pay such
holders of the Equipment Notes the amounts payable to them pursuant to
the provisions of the Participation Agreement, shall be distributed to
such holders of the Equipment Notes, without priority of one over the
other, in accordance with the amount of the payment or payments made
by, or payable to, each such holder;

Third, so much of such payments or amounts remaining
as shall be required to pay the principal of, and premium, if any, to
the extent received from the Lessee as Supplemental Rent, and accrued
interest (to the date of distribution) on all Equipment Notes, payable
to the Loan Participant, then due and payable, whether by declaration
of acceleration pursuant to Section 5.02 or otherwise, and in case the
aggregate amount so to be distributed shall be insufficient to pay in
full the aforesaid amounts, then, ratably, without priority of one
over the other, in the proportion that the aggregate unpaid principal
amount of all Equipment Notes held by each such holder, plus the
accrued but unpaid interest thereon to the date of distribution, bears
to the aggregate

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<PAGE> 19
unpaid principal amount of all Equipment Notes, plus the accrued but
unpaid interest thereon to the date of distribution; and

Fourth, the balance, if any, of such payments or
amounts remaining thereafter shall be distributed to the Owner Trustee
for distribution in accordance with the terms of the Trust Agreement.

(b) Except as provided in Sections 3.03(a) and 3.05, if
an Indenture Default or Indenture Event of Default shall have occurred and be
continuing, the Indenture Trustee shall not make any distribution to the Owner
Trustee but shall hold amounts otherwise distributable to the Owner Trustee as
collateral security for the obligations secured hereby and invested as provided
in Section 7.04(b) until the earliest to occur of (a) the date on which such
Indenture Default or Indenture Event of Default shall have been cured or waived
and (b) such acceleration occurs and such amounts are applied pursuant to
Section 3.03(a); provided, that if any amounts are held pursuant to this
Section 3.03(b) for a period of 180 days during which time the Equipment Notes
could, but shall not have been, accelerated, then (x) all amounts then held by
the Indenture Trustee under this Section 3.03(b) with respect to such Indenture
Default or Indenture Event of Default which have been so held for at least 90
days shall on the 181st day be distributed to the Owner Trustee for
distribution in accordance with the terms of the Trust Agreement and (y) any
such amounts which are being held pursuant to this Section 3.03(b) with respect
to such Indenture Default or Indenture Event of Default but which have not been
held for at least 90 days shall, on the 91st day following the date on which
such amount was initially received by the Indenture Trustee, thereafter be
distributed to the Owner Trustee for distribution in accordance with the terms
of the Trust Agreement.

Section 3.04. Other Payments. Except as otherwise provided
in Section 3.03 or 3.05, (a) any payments received by the Indenture Trustee for
which no provision as to the application thereof is made in the Lease or the
Participation Agreement or elsewhere in this Article III, and (b) all payments
received and amounts realized by the Indenture Trustee under the Lease or
otherwise with respect to the Equipment to the extent received or realized at
any time after payment in full of the principal of and interest and premium, if
any, on all Equipment Notes, as well as any other amounts remaining as part of
the Indenture Estate after payment in full of the principal of and interest and
premium, if any, shall be distributed forthwith by the Indenture Trustee in the
order of priority set forth in Section 3.03(a), except that in the case of any
payment described in clause (b) above, such payment shall be distributed
omitting clause "third" of such Section 3.03(a) on all Equipment Notes issued
hereunder.

Any payments received by the Indenture Trustee for which
provision as to the application thereof is made in the Lease or the
Participation Agreement but not elsewhere in this Indenture shall be applied to
the purposes for which such payments were made in accordance with the
provisions of the Lease or the Participation Agreement, as the case may be.

Section 3.05. Distribution of Excepted Property. All amounts
constituting Excepted Property received by the Indenture Trustee shall be paid
promptly by the Indenture Trustee to the Person or Persons entitled thereto.

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ARTICLE IV.

ASSUMPTION OF OBLIGATIONS OF OWNER TRUSTEE BY LESSEE

Section 4.01. Assumption of Obligations of Owner
Trustee by Lessee. In the event that the Lessee shall have elected to assume
all of the rights and obligations of the Owner Trustee under this Indenture in
respect of the Equipment Notes in connection with the purchase by Lessee of
Equipment pursuant to Section of the Participation Agreement and subject
to the provisions of Section of the Participation Agreement and, if on
or prior to the Special Purchase Option Date:

(a) Lessee shall have delivered to the Indenture Trustee a
certificate, dated the Special Purchase Option Date, of a Responsible Officer
stating that Lessee has paid to the Owner Trustee all amounts required to be
paid to the Owner Trustee pursuant to Section of the Lease in connection
with such purchase and assumption;

(b) no event which constitutes or, with the lapse of time
or notice, or both, would become, an Event of Default under this Agreement
after giving effect to the indenture supplement referred to below shall have
occurred and be continuing immediately subsequent to such purchase or
assumption and the Indenture Trustee shall have received a certificate, dated
the Special Purchase Option Date, of a Responsible Officer to such effect;

(c) the Indenture Trustee shall have received, on or
prior to the Special Purchase Option Date, evidence of all filings, recordings
and other action referred to in the Opinion or Opinions of Counsel referred to
below;

(d) the Indenture Trustee shall have received an Opinion
or Opinions of Counsel for Lessee, dated the Special Purchase Option Date,
which without unusual qualification shall be to the effect that, after giving
effect to the indenture supplement referred to below:

(i) this Indenture constitutes the legal, valid
and binding obligation of Lessee, enforceable against Lessee in
accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights of creditors generally and by
general principles of equity, and except as limited by applicable laws
which may affect the remedies provided for in this Indenture, which
laws, however, do not in the opinion of such counsel make the remedies
provided for in this Agreementinadequate for the practical realization
of therights and benefits provided for in thisIndenture;

(ii) the Equipment is duly registered in
compliance with applicable law; and

(iii) the Lien on the Equipment constitutes a
fully-perfected Lien and all filing, recording or other action
(specifying the same) necessary to perfect and protect the Lien of
this Agreement has been accomplished.

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(e) upon delivery of an indenture supplement giving
effect to such assumption reasonably satisfactory to the Indenture Trustee,
dated the Special Option Date;

then, automatically and without the requirement of further action by any
person, effective as of the Special Purchase Option Date, the Owner Trustee
shall be released from all of its obligations under this Indenture in respect
of the Certificates or otherwise (other than any obligations or liabilities of
the Owner Trustee in its individual capacity incurred on or prior to the
Special Purchase Option Date or arising out of or based upon events occurring
on or prior to the Special Purchase Option Date, which obligations and
liabilities shall remain the sole responsibility of the Owner Trustee).

ARTICLE V.

REMEDIES OF THE INDENTURE TRUSTEE UPON AN INDENTURE
EVENT OF DEFAULT

Section 5.01. Indenture Events of Default. The following
events shall constitute "Indenture Events of Default" and each such Indenture
Event of Default shall be deemed to exist and continue so long as, but only so
long as, it shall not have been remedied:

(a) subject to Section 5.04(a), a Lease Event of
Default (other than a Lease Event of Default by reason of a default by
the Lessee to pay any amounts which are part of the Excepted
Property); or

(b) default by the Owner Trustee in making any
payment when due of principal of, premium, if any, or interest on, any
Equipment Note or Equipment Notes, and the continuance of such default
unremedied for 10 Business Days after the same shall have become due
and payable; or

(c) any failure by the Owner Trustee or the Owner
Participant to observe or perform in any material respect any covenant
or obligation of them or any of them, in this Indenture or the
Equipment Notes (other than as set forth in clause (b) above) or in
the Participation Agreement, if such failure is not remedied within a
period of 30 days after there has been given to the Owner Trustee, the
Owner Participant and the Lessee by the Indenture Trustee or by any
holder of an Equipment Note a written notice specifying such failure
and requiring it to be remedied; or

(d) any representation or warranty made by the
Owner Trustee (except to the extent made with respect to , in its
individual capacity) or the Owner Participant under the Participation
Agreement, or by the Owner Trustee hereunder, or by any representative
of the Owner Trustee or the Owner Participant in any document or
certificate furnished to the Indenture Trustee or the Loan Participant
in connection herewith or therewith or pursuant hereto or thereto,
shall prove at any time to have been incorrect in any material respect
as of the date made and such incorrectness shall remain material and
continue unremedied for a period of 30 days after there has

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been given to the Owner Trustee and the Owner Participant a written
notice specifying such incorrectness, stating that such incorrectness
is a default hereunder and requiring it to be remedied by the
Indenture Trustee or by any holder of an Equipment Note; or

(e) the Owner Trustee (as Owner Trustee and not
in its individual capacity) or the Owner Participant shall consent to
the appointment of a custodian, receiver, trustee or liquidator of
itself or of a substantial part of its property or shall make a
general assignment for the benefit of creditors; or

(f) the Owner Trustee (as Owner Trustee and not
in its individual capacity) or the Owner Participant shall file, or
consent by answer or otherwise to the filing against it of, a petition
for relief or reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction; or

(g) an order, judgment or decree shall be entered
by any court of competent jurisdiction appointing, without the consent
of the Owner Trustee (as Owner Trustee and not in its individual
capacity) or the Owner Participant, a receiver, trustee or liquidator
of the Indenture Estate, the Owner Trustee (as Owner Trustee and not
in its individual capacity) or the Owner Participant, or of any
substantial part of its property, or granting any order for relief in
respect of the Owner Trustee (as Owner Trustee and not in its
individual capacity) or the Owner Participant under the Federal
bankruptcy laws, and any such order, judgment or decree of appointment
shall remain in force undismissed, unstayed or unvacated for a period
of 60 days after the date of entry thereof; or

(h) a petition against the Owner Trustee (as
Owner Trustee and not in its individual capacity) or the Owner
Participant, in a proceeding under the Federal bankruptcy laws or
other insolvency law, as now or hereafter in effect, shall be filed
and shall not be withdrawn or dismissed within 60 days thereafter, or
if, under the provisions of any law providing for reorganization or
winding-up of corporations which may apply to the Owner Trustee (as
Owner Trustee and not in its individual capacity) or the Owner
Participant, any court of competent jurisdiction shall assume
jurisdiction, custody or control of the Indenture Estate, the Owner
Trustee (as Owner Trustee and not in its individual capacity) or the
Owner Participant or of any substantial part of its property and such
jurisdiction, custody or control shall remain in force unrelinquished,
unstayed or unterminated for a period of 60 days.

Notwithstanding any provision herein to the contrary, if an Indenture Event of
Default described in clause (e), (f), (g) or (h) of this Section 5.01 results
solely from the bankruptcy, reorganization, compromise, arrangement,
insolvency, readjustment of debt, dissolution or liquidation of Owner Trustee
solely in its individual capacity, and can be cured by the appointment of a
substitute Owner Trustee without adversely affecting the rights of the
Indenture Trustee hereunder, then Indenture Trustee shall refrain from the
exercise of any of the rights, powers or remedies pursuant to this Article V
for a period of 45 days provided Owner

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Participant is diligently seeking to, and does replace the bank or trust
company then serving as Owner Trustee which replacement shall be deemed to cure
such Indenture Event of Default.

Section 5.02. Acceleration; Rescission and Annulment. If an
Indenture Event of Default occurs and is continuing, the Indenture Trustee may,
and upon the directions of a Majority in Interest shall, subject to Section
5.04, declare the unpaid principal amount of all Equipment Notes then
outstanding and accrued interest thereon to be due and payable. At any time
after the Indenture Trustee has declared the unpaid principal amount of all
Equipment Notes then outstanding to be due and payable and prior to the sale of
any of the Indenture Estate pursuant to this Article V, a Majority in Interest,
by written notice to the Owner Trustee, the Lessee and the Indenture Trustee,
may rescind and annul such declaration and thereby annul its consequences if:
(i) there has been paid to or deposited with the Indenture Trustee an amount
sufficient to pay all overdue installments of interest on the Equipment Notes,
and the principal of and premium, if any, on any Equipment Notes that have
become due otherwise than by such declaration of acceleration, (ii) the
rescission would not conflict with any judgment or decree, and (iii) all other
Indenture Defaults and Indenture Events of Default, other than nonpayment of
principal or interest on the Equipment Notes that have become due solely
because of such acceleration, have been cured or waived.

Section 5.03. Remedies with Respect to Indenture Estate. (a)
After an Indenture Event of Default shall have occurred and so long as such
Indenture Event of Default shall be continuing, then and in every such case the
Indenture Trustee, as assignee hereunder of the Lease or as mortgagee hereunder
of the Equipment or otherwise, may, and when required pursuant to the
provisions of Article VI hereof shall, subject to Sections 5.04 and 5.05,
exercise any or all of the rights and powers and pursue any and all of the
remedies pursuant to Section 15 of the Lease and this Article V and may recover
judgment in its own name as Indenture Trustee against the Indenture Estate and
may take possession of all or any part of the Indenture Estate, and may exclude
the Owner Trustee and the Owner Participant and all persons claiming under any
of them wholly or partly therefrom; provided, however, that nothing in this
Indenture shall permit or require the Indenture Trustee to take any action
contrary to, or to disturb, the Lessee's rights under the Lease, except in
accordance with the provisions of the Lease. The Indenture Trustee, after the
occurrence of any Indenture Event of Default, shall give the Owner Participant
and the Owner Trustee 10 Business Days' (or such shorter period as practical)
prior notice of the date before which the Indenture Trustee shall not exercise
any remedy which would result in the exclusion of the Owner Trustee from the
Indenture Estate or any part thereof; provided, however, such notice period
shall not be in addition to any other notice period provided herein and;
provided, further, that the failure to give such notice shall have no effect on
any action taken by the Indenture Trustee.

(b) Subject to Section 5.04 and Section 5.05, the
Indenture Trustee may, if at the time such action may be lawful and always
subject to compliance with any mandatory legal requirements, either with or
without taking possession, and either before or after taking possession, and
without instituting any legal proceedings whatsoever, and having first given
notice of such sale by registered mail to the Owner Trustee, the Owner
Participant and the Lessee once at least 20 days prior to the date of such sale
or the date on which the Indenture

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<PAGE> 24
Trustee enters into a binding contract for a private sale, and any other notice
which may be required by law, sell and dispose of the Indenture Estate, or any
part thereof, or interest therein, at public auction to the highest bidder or
at private sale in one lot as an entirety or in separate lots, and either for
cash or on credit and on such terms as the Indenture Trustee may determine, and
at any place (whether or not it be the location of the Indenture Estate or any
part thereof) and time designated in the notice above referred to; provided,
however, that, notwithstanding any provision herein to the contrary, the
Indenture Trustee shall not sell any of the Indenture Estate or exercise any
other remedies which would result in the exclusion of the Owner Trustee from
the Indenture Estate or any part thereof unless a declaration of acceleration
has been made pursuant to Section 5.02; provided further, that, in the event
the circumstances contemplated by Section 5.04(c) exist, the Indenture Trustee
shall not be allowed to deliver the notice required by this Section 5.03(b)
until the earlier of (x) such time as such circumstances no longer exist or (y)
the expiration of the 90 day period set forth in Section 5.04(c). Any such
public sale or sales may be adjourned from time to time by announcement at the
time and place appointed for such sale or sales, or for any such adjourned sale
or sales, without further notice, and the Indenture Trustee or the holder or
holders of any Equipment Notes, or any interest therein, may bid and become the
purchaser at any such public sale. The Indenture Trustee may exercise such
right without possession or production of the Equipment Notes or proof of
ownership thereof, and as representative of the holders may exercise such right
without including the holders as parties to any suit or proceeding relating to
foreclosure of any property in the Indenture Estate. The Owner Trustee hereby
irrevocably constitutes the Indenture Trustee the true and lawful
attorney-in-fact of the Owner Trustee (in the name of the Owner Trustee or
otherwise) for the purpose of effectuating any sale, assignment, transfer or
delivery for enforcement of the Lien of this Indenture, whether pursuant to
foreclosure or power of sale or otherwise, to execute and deliver all such
bills of sale, assignments and other instruments as the Indenture Trustee may
consider necessary or appropriate, with full power of substitution, the Owner
Trustee hereby ratifying and confirming all that such attorney or any
substitute shall lawfully do by virtue hereof. Nevertheless, if so requested
by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and
confirm any such sale, assignment, transfer or delivery, by executing and
delivering to the Indenture Trustee or such purchaser all bills of sale,
assignments, releases and other proper instruments to effect such ratification
and confirmation as may be designated in any such request.

(c) Subject to Section 5.04 and Section 5.05, the Owner
Trustee agrees, to the fullest extent that it lawfully may, that, in case one
or more of the Indenture Events of Default shall have occurred and be
continuing, then, in every such case, the Indenture Trustee may take possession
of all or any part of the Indenture Estate and may exclude the Owner Trustee
and the Owner Participant and all persons claiming under any of them wholly or
partly therefrom. At the request of the Indenture Trustee, the Owner Trustee
shall promptly execute and deliver to the Indenture Trustee such instruments of
title and other documents as the Indenture Trustee may deem necessary or
advisable to enable the Indenture Trustee or an agent or representative
designated by the Indenture Trustee, at such time or times and place or places
as the Indenture Trustee may specify, to obtain possession of all or any part
of the Indenture Estate. If the Owner Trustee shall fail for any reason to
execute and deliver such instruments and documents to the Indenture Trustee,
the Indenture Trustee may pursue all or part of the Indenture Estate wherever
it may be found and may enter any of the premises of the Lessee wherever the

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Indenture Estate may be or be supposed to be and search for the Indenture
Estate and, subject to Section 5.05, take possession of and remove the
Indenture Estate. Upon every such taking of possession, the Indenture Trustee
may, from time to time, at the expense of the Indenture Estate, make all such
expenditures for maintenance, insurance, repairs, replacements, alterations,
additions and improvements to any of the Indenture Estate, as it may deem
proper. In each such case, the Indenture Trustee shall have the right to use,
operate, store, control or manage the Indenture Estate, and to carry on the
business and to exercise all rights and powers of the Owner Trustee relating to
the Indenture Estate, as the Indenture Trustee shall deem best, including the
right to enter into any and all such agreements with respect to the
maintenance, operation, leasing or storage of the Indenture Estate or any part
thereof as the Indenture Trustee may determine; and the Indenture Trustee shall
be entitled to collect and receive all tolls, rents, revenues, issues, income,
products and profits of the Indenture Estate and every part thereof, without
prejudice, however, to the right of the Indenture Trustee under any provision
of this Indenture to collect and receive all cash held by, or required to be
deposited with, the Indenture Trustee hereunder. Such tolls, rents, revenues,
issues, income, products and profits shall be applied to pay the expenses of
holding and operating the Indenture Estate and of conducting the business
thereof, and of all maintenance, repairs, replacements, alterations, additions
and improvements, and to make all payments which the Indenture Trustee may be
required or may elect to make, if any, for taxes, assessments, insurance or
other proper charges upon the Indenture Estate or any part thereof (including
the employment of engineers and accountants to examine, inspect and make
reports upon the properties and books and records of the Indenture Estate), and
all other payments which the Indenture Trustee may be required or authorized to
make under any provision of this Indenture, as well as just and reasonable
compensation for the services of the Indenture Trustee, and of all persons
properly engaged and employed by the Indenture Trustee, including the
reasonable expenses of the Indenture Trustee.

(d) If an Indenture Event of Default occurs and is
continuing and the Indenture Trustee shall have obtained possession of a Unit,
the Indenture Trustee shall not be obligated to use or operate such Unit or
cause such Unit to be used or operated directly or indirectly by itself or
through agents or other representatives or to lease, license or otherwise
permit or provide for the use or operation of such Unit or Equipment by any
other Person unless (i) the Indenture Trustee shall have been able to obtain
insurance in kinds, at rates and in amounts satisfactory to it in its
reasonable discretion to protect the Indenture Estate and the Indenture
Trustee, as trustee and individually, against any and all liability for loss or
damage to such Unit and for public liability and property damage resulting from
use or operation of such Unit and (ii) funds are available in the Indenture
Estate to pay for all such insurance or, in lieu of such insurance, the
Indenture Trustee is furnished with indemnification from the holders of the
Equipment Notes or any other Person upon terms and in amounts satisfactory to
the Indenture Trustee in its reasonable discretion to protect the Indenture
Estate and the Indenture Trustee, as trustee and individually, against any and
all such liabilities.

(e) Notwithstanding anything contained herein, so long as
the Pass Through Trustee under any Pass Through Trust Agreement is the
registered holder of any Equipment Note issued hereunder, the Indenture Trustee
is not authorized or empowered to acquire title to any Indenture Estate or take
any action with respect to any Indenture Estate so acquired by it

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if such acquisition or action would cause the trust created by the Trust
Agreement or the Pass Through Trust Agreement to fail to qualify as a "grantor
trust" for federal income tax purposes.

Section 5.04. Right to Cure; Option to Purchase; Etc.

(a) Right to Cure. (A) If there shall occur a Lease
Event of Default in respect of the payment of Basic Rent pursuant to Section
14(a) of the Lease, then as long as no other Indenture Event of Default (other
than arising from such failure to pay Basic Rent or which is concurrently being
cured pursuant to this Section 5.04(a)) shall have occurred and be continuing
the Owner Participant or the Owner Trustee may (but need not) pay to the
Indenture Trustee, at any time prior to the expiration of a period of 10
Business Days (a "10-Day Period") after receiving written notice of such
default from the Indenture Trustee (prior to the expiration of which 10-Day
Period the Indenture Trustee shall not declare the Lease in default pursuant to
Section 15 thereof or exercise any of the rights, powers or remedies pursuant
to such Section 15 or this Article V), an amount equal to the full amount of
such payment of Basic Rent, together with any interest due thereon on account
of the delayed payment thereof, and such payment by the Owner Participant or
the Owner Trustee shall be deemed to cure any Indenture Event of Default which
arose from such failure of the Lessee (but such cure shall not relieve the
Lessee of any of its obligations and shall not cure any other Indenture Event
of Default) or (B) if there shall occur a Lease Event of Default in respect of
any other payment of Rent (other than Basic Rent) or a Lease Event of Default
shall have occurred and be continuing, which Lease Event of Default is curable
by the payment of money (it being understood that actions such as the obtaining
of insurance or the procuring of maintenance services can be so effected), then
as long as no other Indenture Event of Default (other than arising from such
Lease Event of Default or which is concurrently being cured pursuant to this
Section 5.04(a)) shall have occurred and be continuing the Owner Participant or
the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time
prior to the expiration of a period of 30 days (a "30-Day Period") after
receiving written notice of such Lease Event of Default from the Indenture
Trustee (prior to the expiration of which 30-Day Period the Indenture Trustee
shall not declare the Lease in default pursuant to Section 15 thereof or
exercise any of the rights, powers or remedies pursuant to such Section 15 of
this Article V), an amount equal to the full amount of such payment of Rent,
together with any interest due thereon on account of the delayed payment
thereof or otherwise make such payment as shall effect such cure, and such
payment by the Owner Participant or the Owner Trustee shall be deemed to cure
any Indenture Event of Default which arose from such Lease Event of Default
(but such cure shall not relieve the Lessee of any of its obligations);
provided however, Owner Participant and Owner Trustee, collectively, shall not
be entitled to (x) cure more than three consecutive or six total defaults in
the payment of Basic Rent, or (y) cure other Lease Events of Default if the
outstanding amount which has been paid by the Owner Participant or the Owner
Trustee and not reimbursed to such parties by the Lessee pursuant to this
clause (y) exceeds in the aggregate $5,000,000, as adjusted annually for
inflation as of January 1 of each calendar year, by the percentage change in
the Consumer Price Index, All Urban Consumers, All Cities, as compared to the
prior calendar year as published by the Bureau of Labor Statistics of the
United States Department of Labor. Upon any cure by the Owner Participant or
the Owner Trustee in accordance with the first sentence of this Section
5.04(a), the Owner Participant or the Owner Trustee shall, to the extent of
their respective payments, be

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subrogated to the rights of the Indenture Trustee, as assignee hereunder of the
Owner Trustee to receive such payment of Rent (and any interest due thereon on
account of the delayed payment thereof) or right of reimbursement, and shall be
entitled to receive such payment upon its receipt by the Indenture Trustee as
aforesaid (but in each case only if all amounts of principal and interest at
the time due and payable on the Equipment Notes shall have been paid in full);
provided that neither the Owner Participant nor the Owner Trustee shall attempt
to recover any such amount paid by it on behalf of the Lessee pursuant to this
Section 5.04(a) except by demanding of the Lessee payment of such amount or by
commencing an action against the Lessee to require the payment of such amount.

(b) Option to Purchase Equipment Notes. In the event
that (i) at any time one or more Lease Events of Default shall have occurred
and any such Lease Event of Default shall have continued for a period of 180
days or more during which time the Equipment Notes could, but shall not, have
been accelerated pursuant to Section 5.02, (ii) the Equipment Notes shall have
been accelerated pursuant to Section 5.02, (iii) the Indenture Trustee, as
assignee hereunder of the Lease, shall have exercised (or given notice of its
intention to exercise) any remedy in respect of the Units under the Lease, or
(iv) the Indenture Trustee shall commence foreclosure of the Lien of this
Indenture or otherwise exercise remedies which would result in the exclusion of
the Owner Trustee from the Indenture Estate or any part thereof (or give notice
of its intention to foreclose or exercise remedies), then and in any such case,
so long as the Lessee and its Affiliates do not individually or in the
aggregate own more than 20% of the Beneficial Interest, upon 30 days' notice
from the Owner Trustee to the Indenture Trustee designating a date of purchase
(the "Purchase Date") which shall be a Determination Date, each holder of an
Equipment Note agrees that it will, upon and subject to receipt by the
Indenture Trustee from the Owner Trustee or its nominee of an amount equal to
the aggregate unpaid principal amount of all Equipment Notes, together with
accrued interest thereon to the Purchase Date, plus all other sums then due and
payable to such holder of an Equipment Note hereunder, but, except in the case
of purchase of the Equipment Notes pursuant to clause (iv) above if the right
to exercise any remedies arises because of an Indenture Event of Default
arising from action attributable to the Owner Trustee or the Owner Participant,
without any Make-Whole Amount or other premium, forthwith sell, assign,
transfer and convey to the Owner Trustee or its nominee on the Purchase Date
all of the right, title and interest of such holder in and to the Equipment
Notes then held by such holder, and the Owner Trustee or its nominee shall
assume all of such holder's obligations under the Participation Agreement;
provided that the Owner Trustee or its nominee must purchase all and not less
than all of the Equipment Notes then outstanding.

(c) Restrictions on Certain Actions. Notwithstanding any
provision of this Indenture to the contrary, the Indenture Trustee shall not
foreclose the Lien of this Indenture or otherwise exercise remedies hereunder
which would result in the exclusion of the Owner Trustee from the Indenture
Estate or any part thereof as a result of an Indenture Event of Default that
constitutes or occurs solely by virtue of one or more Lease Events of Default
(at a time when no other Indenture Event of Default unrelated to any Lease
Event of Default shall have occurred and be continuing) unless the Indenture
Trustee as security assignee of the Owner Trustee has proceeded or is then
currently proceeding, to the extent it is then entitled to do so hereunder and

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under the Lease and is not then stayed or otherwise prevented from doing so by
operation of law, to exercise one (or more, as it shall in its good faith
discretion determine) of the comparable remedies provided for in Section 15 of
the Lease with respect to the Equipment, provided that in the event the
Indenture Trustee shall be so stayed or otherwise prevented from exercising
such remedies under the Lease, it shall in any event refrain from so
foreclosing or exercising such other remedies hereunder for a period of not
less than 90 days, and further provided that in the event the Lessee as debtor
in a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee
appointed for the Lessee as debtor in any such bankruptcy case) shall have
affirmed the Lease and no Lease Event of Default other than as specified in
Section 14(h) or Section 14(i) of the Lease has occurred and is continuing,
with the approval of the bankruptcy court having jurisdiction over such case,
under Section 365 of the Bankruptcy Code or any amended or successor version
thereof, the Indenture Trustee shall refrain from so foreclosing or exercising
such other remedies hereunder.

Section 5.05. Rights of Lessee. Notwithstanding the
provisions of this Indenture, including, without limitation, Section 5.03, so
long as no Lease Event of Default shall have occurred and be continuing,
neither the Indenture Trustee nor the Owner Trustee shall take any action
contrary to, or disturb, the Lessee's rights under the Lease, except in
accordance with the provisions of the Lease, including, without limitation, (i)
the right to receive all monies due and payable to it in accordance with the
provisions of the Lease and (ii) the Lessee's rights to possession and use of,
and of quiet enjoyment of, the Equipment.

Section 5.06. Waiver of Existing Defaults. A Majority in
Interest by notice to the Indenture Trustee on behalf of all holders of the
Equipment Notes may waive any past default hereunder and its consequences,
except a default: (i) in the payment of the principal of, premium, if any, or
interest on any Equipment Note, or (ii) in respect of a covenant or provision
hereof which under Article X hereof cannot be modified or amended without the
consent of the holder of each Equipment Note affected. Upon any such waiver,
such default shall cease to exist, and any Indenture Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

ARTICLE VI.
DUTIES OF THE INDENTURE TRUSTEE

Section 6.01. Action upon Indenture Event of Default. If any
payments of Interim Interest or Basic Rent or payments of the principal or
interest or premium, if any, on the Equipment Notes due and payable on any Rent
Payment Date shall not have been paid in full on such Rent Payment Date, the
Indenture Trustee shall give telephonic notice within one Business Day
(followed by prompt written notice) to the Owner Trustee, the Owner
Participant, the Loan Participant and the Lessee specifying the amount and
nature of such deficiency in payment. In the event the Indenture Trustee shall
have knowledge of an Indenture Event of Default or an Indenture Default, the
Indenture Trustee shall give prompt notice of such Indenture Event of Default
or Indenture Default to the Lessee, the Owner Trustee, the Owner Participant
and the Loan Participant by telegram, telex, or telephone (to be promptly
confirmed in writing).

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<PAGE> 29
In the event the Owner Trustee shall have knowledge of an Indenture Event of
Default or an Indenture Default, the Owner Trustee shall give notice of such
Indenture Event of Default or Indenture Default in the same manner to the
Lessee, the Indenture Trustee, the Owner Participant and the Loan Participant.
Subject to the terms of Section 6.03, the Indenture Trustee shall take such
action, or refrain from taking such action, with respect to such Indenture
Event of Default or Indenture Default as the Indenture Trustee shall be
instructed in writing by a Majority in Interest. If the Indenture Trustee
shall not have received instructions as above provided within 20 days after the
mailing of notice of such Indenture Event of Default or such Indenture Default
to the Loan Participant by the Indenture Trustee, the Indenture Trustee may,
but shall not be obligated to, take such action, or refrain from taking such
action, with respect to such Indenture Event of Default or Indenture Default as
it shall determine to be advisable in the best interests of the Loan
Participant. Any provision of this Section 6.01 to the contrary
notwithstanding, the Indenture Trustee shall not declare the Lease to be in
default solely in respect of the Lessee's failure to make any payment of Basic
Rent within 5 Business Days after the same shall have become due, unless the
10-Day Period within which, pursuant to Section 5.04(a), the Owner Participant
or the Owner Trustee are entitled to cure such failure shall have expired. For
all purposes of this Indenture, in the absence of actual knowledge, neither the
Owner Trustee nor the Indenture Trustee shall be deemed to have knowledge of an
Indenture Event of Default (except, in the case of the Indenture Trustee, the
failure of the Lessee to pay any installment of Basic Rent that is required to
be paid directly to the Indenture Trustee within the 5 Business Days after the
same shall become due or the failure of the Lessee to maintain insurance as
required under Section 12 of the Lease if the Indenture Trustee shall receive
notice thereof from an insurer or insurance broker) unless notified in writing
by the Lessee, the Owner Trustee, one or more Loan Participants or the Owner
Participant; and "actual knowledge" (as used in the foregoing clause) of the
Owner Trustee or the Indenture Trustee shall mean actual knowledge of an
officer in the Corporate Trust Administration of the Owner Trustee or the
Corporate Trust Department of the Indenture Trustee, as the case may be.

Section 6.02. Action upon Instructions. Subject to the terms
of Sections 6.01 and 6.03, upon the written instructions at any time and from
time to time of a Majority in Interest, the Indenture Trustee shall take such
of the following actions as may be specified in such instructions (subject to
the rights of the other parties thereto, except to the extent assigned
hereunder): (i) subject to and solely to the extent permitted by the terms
hereof and of the Lease, give such notice, direction or consent, or exercise
such right, remedy or power hereunder or under the Lease or in respect of any
part or all of the Indenture Estate or take such other action as shall be
specified in such instructions; and (ii) after an Indenture Event of Default
shall have occurred and so long as such Indenture Event of Default shall be
continuing, approve as satisfactory to it all matters required by the terms of
the Lease to be satisfactory to the Owner Trustee, it being understood that
without the written instructions of a Majority in Interest the Indenture
Trustee shall not take any action described in clauses (i) and (ii) above.

Upon the expiration or earlier termination of the Lease Term
with respect to any Unit under the Lease and after payment of the portion of
the principal of, together with interest and premium, if any, on the Equipment
Notes in accordance with the terms of this Indenture, or, if and so long as no
Indenture Event of Default shall have occurred and be continuing, upon the
transfer by the Owner Trustee to the Lessee or its designee of any Unit
pursuant to

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<PAGE> 30
Section 10 or 11 of the Lease or the retention by the Owner Trustee of any Unit
pursuant to Section 10.3 of the Lease, then the Indenture Trustee shall in
either such case, upon the written request of the Owner Trustee, and receipt by
the Indenture Trustee of funds necessary to prepay the Equipment Notes required
to be prepaid in connection with such purchase, termination, retention or Event
of Loss, execute and deliver to, or as directed in writing by, the Owner
Trustee an appropriate instrument (in due form for recording) furnished by the
Owner Trustee or the Lessee releasing such property from the Lien of this
Indenture.

Section 6.03. Indemnification. (a) The Indenture Trustee
shall not be required to take any action or refrain from taking any action
under Section 6.01 (other than the first two sentences thereof) or 6.02 or
Article V if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnification against such risk is not reasonably
assured to it. The Indenture Trustee shall not be required to take any action
under Section 6.01 or 6.02 or Article V, nor shall any other provision of this
Indenture be deemed to impose a duty on the Indenture Trustee to take any
action, if the Indenture Trustee shall have been advised in writing by
independent counsel that such action is contrary to the terms hereof or of the
Lease or the Participation Agreement, or is otherwise contrary to law.

(b) Each Loan Participant may, but shall not be required
to, participate in any indemnification of the Indenture Trustee given pursuant
to paragraph (a) of this Section 6.03. Each Loan Participant so participating
shall be entitled to reimbursement for such participation in accordance with
Article III.

Section 6.04. No Duties Except as Specified in Indenture or
Instructions. The Indenture Trustee shall not have any duty or obligation to
manage, control, use, sell, dispose of or otherwise deal with the Equipment or
any other part of the Indenture Estate, or to otherwise take or refrain from
taking any action under, or in connection with, this Indenture, the Lease, or
the Participation Agreement, except as expressly provided by the terms of this
Indenture or as expressly provided in written instructions received pursuant to
the terms of Section 6.01 or 6.02; and no implied duties or obligations shall
be read into this Indenture against the Indenture Trustee. Each of the Owner
Trustee (only in its individual capacity) and the Indenture Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take
such action as may be necessary duly to discharge any liens or encumbrances on
any part of the Indenture Estate, or on any properties of the Owner Trustee
assigned, pledged or mortgaged as part of the Indenture Estate, which result
from claims against it in its individual capacity not related to the ownership
of the Equipment (in the case of the Owner Trustee), administration of the
Indenture Estate (in the case of the Indenture Trustee) or any other
transaction under this Indenture or the Trust Agreement or any document
included in the Indenture Estate.

Section 6.05. No Action Except under Lease, Indenture or
Instructions. The Indenture Trustee agrees that it will not manage, control,
use, sell, dispose of or otherwise deal with the Equipment or other property
constituting part of the Indenture Estate except (i) as required by the terms
of the Lease and the Participation Agreement, (ii) in accordance with the
powers granted to, or the authority conferred upon, the Indenture Trustee
pursuant to this Indenture, or (iii) in accordance with the express terms
hereof or with written instructions pursuant to Section 6.01 or 6.02.

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Section 6.06. Disposition of Units. At any time and from
time to time prior to the expiration of the Lease Term, any Unit for which the
provisions of Section 11.4(a) of the Lease has been satisfied may be disposed
of in accordance with the provisions of Section 11.4(a) of the Lease, and the
Owner Trustee shall, from time to time, direct the Indenture Trustee to,
provided no Lease Event of Default shall have occurred and be continuing,
execute and deliver to it, or as directed in writing by the Owner Trustee, an
appropriate instrument furnished by the Owner Trustee or the Lessee releasing
such Unit from the Lien of the Indenture, but only in respect of such Unit.

Section 6.07. Indenture Supplements for Replacements. In the
event of a Replacement Unit being substituted as contemplated by Section 11.2
of the Lease, the Owner Trustee and the Indenture Trustee agree for the benefit
of the holders of the Equipment Notes and the Lessee, subject to compliance by
the Lessee with its obligations set forth in Section 11 of the Lease, to
execute and deliver an Indenture Supplement substantially in the form of
Exhibit A hereto and, provided no Lease Event of Default or Lease Default shall
have occurred and be continuing, execute and deliver to the Lessee an
appropriate instrument releasing the Unit being replaced from the Lien of the
Indenture.

Section 6.08. Effect of Replacements. In the event of the
substitution of a Replacement Unit, all provisions of this Indenture relating
to the Unit or Units being replaced shall be applicable to such Replacement
Unit with the same force and effect as if such Replacement Unit was the same
Unit being replaced.

Section 6.09. Withholding Taxes. The Indenture Trustee, as
agent for the Owner Trustee, shall exclude and withhold from each payment of
principal, premium, if any, and interest and other amounts due hereunder or
under the Equipment Notes any and all withholding taxes applicable thereto as
required by law. The Indenture Trustee agrees to act as such withholding agent
and, in connection therewith, whenever any present or future taxes or similar
charges are required to be withheld with respect to any amounts payable in
respect of the Equipment Notes, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the holders
of the Equipment Notes, that it will file any necessary withholding tax returns
or statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each holder of an Equipment Note appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such holders may reasonably request from time to time.

Section 6.10. Lessee's Right of Quiet Enjoyment.
Notwithstanding any of the provisions of this Indenture to the contrary, so
long as Lessee is in compliance with its obligations under the Lease (including
applicable grace periods) and no Lease Event of Default has occurred and is
continuing unremedied, the Indenture Trustee will comply with Section 8 of the
Participation Agreement to the same extent as if it were the Lessor under the
Lease. Each holder of an Equipment Note, by its acceptance thereof, consents
in all respects to the terms of the Lease and the Participation Agreement and
agrees to the provisions of this Section 6.10.

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<PAGE> 32
ARTICLE VII.
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE

Section 7.01. Acceptance of Trusts and Duties. The Indenture
Trustee accepts the trusts hereby created and applicable to it and agrees to
perform the same but only upon the terms of this Indenture and agrees to
receive and disburse all moneys received by it constituting part of the
Indenture Estate in accordance with the terms hereof. The Indenture Trustee
shall not be answerable or accountable under any circumstances, except for its
own willful misconduct or gross negligence (or negligence or willful misconduct
in the case of application or investment of moneys constituting the Indenture
Estate) or breach of any of its representations or warranties or covenants set
forth herein or in the Participation Agreement, or the performance of its
obligations under the last sentence of Section 6.04; and the Owner Trustee
shall not be liable for any action or inaction of the Indenture Trustee and the
Indenture Trustee shall not be liable for any action or inaction of the Owner
Trustee. The Owner Trustee shall not be deemed a trustee for, or agent of, the
holders of the Equipment Notes for any purpose.

Section 7.02. Absence of Duties. Except in accordance with
written instructions or requests furnished pursuant to Section 6.01 or Section
6.02 and except as provided in, and without limiting the generality of, Section
6.04, the Indenture Trustee shall have no duty (i) to see to any registration
of the Equipment or any recording or filing of the Lease, or of this Indenture
or any other document, or to see to the maintenance of any such registration,
recording or filing, (ii) to see to any insurance on the Equipment or to effect
or maintain any such insurance, whether or not the Lessee shall be in default
with respect thereto, (iii) to confirm, verify or inquire into the failure to
receive any financial statements of the Lessee or (iv) to inspect the Equipment
at any time or ascertain or inquire as to the performance or observance of any
of the Lessee's covenants under the Lease with respect to the Equipment.
Notwithstanding the foregoing, the Indenture Trustee will furnish to any Loan
Participant, so long as such Loan Participant or its nominees shall hold any of
the Equipment Notes, promptly upon receipt thereof, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and
other instruments furnished to the Indenture Trustee under this Indenture, to
the extent that the same shall not have been furnished to the Indenture Trustee
and the Loan Participants pursuant to the Lease.

Section 7.03. No Representations or Warranties as to the
Equipment or Documents. Neither the Owner Trustee nor the Owner Trustee in its
individual capacity nor the Indenture Trustee makes or shall be deemed to have
made (i) any representation or warranty, express or implied, as to the value,
condition, design, operation, merchantability or fitness for use of the
Equipment or as to their title thereto, or any other representation or warranty
with respect to the Equipment whatsoever, or (ii) any representation or
warranty as to the validity, legality or enforceability of this Indenture, the
Trust Agreement, the Participation Agreement, the Equipment Notes, the Lease,
any Lease Supplement, any Indenture Supplement or any other document or
instrument or as to the correctness of any statement contained in any thereof
(except as to the representations and warranties made by the Owner Trustee in
its individual capacity as set forth in Section 3.1 of the Participation
Agreement), except that the Owner Trustee and the Indenture Trustee each in its
individual capacity hereby confirms the

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representations and warranties made by it in its individual capacity in
Sections 3.1 and 3.3, respectively, of the Participation Agreement.

Section 7.04. No Segregation of Moneys; No Interest;
Investments. (a) Subject to Section 7.04(b), no moneys received by the
Indenture Trustee hereunder need be segregated in any manner except to the
extent required by law, and any such moneys may be deposited under such general
conditions for the holding of trust funds as may be prescribed by law
applicable to the Indenture Trustee, and, except as otherwise agreed by the
Owner Trustee or the Indenture Trustee, as the case may be, neither the Owner
Trustee nor the Indenture Trustee shall be liable for any interest thereon.

(b) Any amounts held by the Indenture Trustee pursuant to
the express terms of this Indenture or the Lease and not required to be
distributed as herein provided shall be invested and reinvested by the
Indenture Trustee from time to time in Specified Investments at the written
direction and at the risk and expense of the Lessee, except that in the absence
of any such direction, such amounts need not be invested and reinvested and
except that after a Lease Event of Default shall have occurred and be
continuing, such amounts shall be so invested and reinvested by the Indenture
Trustee in Indenture Investments. Any net income or gain realized as a result
of any such investments or reinvestment shall be held as part of the Indenture
Estate and shall be applied by the Indenture Trustee at the same times, on the
same conditions and in the same manner as the amounts in respect of which such
income or gain was realized are required to be distributed in accordance with
the provisions hereof or of the Lease pursuant to which such amounts were
required to be held and if no Lease Event of Default shall have occurred and be
continuing any excess shall be paid to the Lessee. Any such Specified
Investments or Indenture Investments may be sold or otherwise reduced to cash
(without regard to maturity date) by the Indenture Trustee whenever necessary
to make any application as required by such provisions. The Indenture Trustee
shall have no liability for any loss resulting from any such investment or
reinvestment other than by reason of the willful misconduct or gross negligence
of the Indenture Trustee.

Section 7.05. Reliance; Agents; Advice of Counsel. The
Indenture Trustee shall incur no liability to anyone acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Indenture
Trustee may accept a copy of a resolution of the Board of Directors of any
party to the Participation Agreement, certified by the Secretary or an
Assistant Secretary of such party as duly adopted and in full force and effect,
as conclusive evidence that such resolution has been duly adopted by said Board
and that the same is in full force and effect. As to any fact or matter the
manner of ascertainment of which is not specifically described herein, the
Indenture Trustee may for all purposes hereof rely on a certificate, signed by
an officer of the Lessee, as to such fact or matter, and such certificate shall
constitute full protection to the Indenture Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon. The Indenture
Trustee shall furnish to the Owner Trustee upon request such information and
copies of such documents as the Indenture Trustee may have and as are necessary
for the Owner Trustee to perform its duties under Article II hereof. The
Indenture Trustee shall assume, and shall be fully protected in assuming, that
the Owner Trustee is authorized by the Trust Agreement to enter into this

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Indenture and to take all action permitted to be taken by it pursuant to the
provisions hereof, and need not inquire into the authorization of the Owner
Trustee with respect thereto. In the administration of the trusts hereunder,
the Indenture Trustee may execute any of the trusts or powers hereof and
perform its powers and duties hereunder directly or through agents or attorneys
and may, at the reasonable expense of the Indenture Estate, consult with
independent counsel, accountants and other skilled persons to be selected and
employed by it, and the Indenture Trustee shall not be liable for anything
done, suffered, or omitted in good faith by it in accordance with the written
advice or opinion of any such independent counsel, accountants or other skilled
persons acting within such persons' area of competence (so long as the
Indenture Trustee shall have exercised reasonable care in selecting such
persons).

Section 7.06. Not Acting in Individual Capacity. The Owner
Trustee and the Indenture Trustee each acts hereunder solely as trustee
hereunder and, in the case of the Owner Trustee, under the Trust Agreement and
not in its individual capacity unless otherwise expressly provided; and all
Persons, other than the holders of Equipment Notes to the extent expressly
provided in this Indenture, having any claim against the Owner Trustee or the
Indenture Trustee by reason of the transactions contemplated hereby shall,
subject to the Lien and priorities of payment as herein provided, look only to
the Indenture Estate for payment or satisfaction thereof.

ARTICLE VIII.
CERTAIN LIMITATIONS ON OWNER TRUSTEE'S
AND INDENTURE TRUSTEE'S RIGHTS

Section 8.01. Certain Limitations on Owner Trustee's and
Indenture Trustee's Rights. Each of the Owner Trustee and the Indenture Trustee
agree that it shall have no right against the holders of the Equipment Notes or
the Indenture Estate (except in the case of the Indenture Trustee as expressly
provided in Section 5.03 hereof) for any fee as compensation for its services
hereunder or any expenses or disbursements incurred in connection with the
exercise and performance of its powers and duties hereunder or any
indemnification against liability which it may incur in the exercise and
performance of such powers and duties but, on the contrary, shall look solely
to the Lessee for such payment and indemnification and that neither the Owner
Trustee nor the Indenture Trustee shall have any lien on nor security interest
in the Indenture Estate as security for such compensation, expenses, reasonable
counsel fees, if any, disbursements and indemnification.

ARTICLE IX.
SUCCESSOR TRUSTEES

Section 9.01. Notice of Successor Owner Trustee. In the case
of any appointment of a successor Owner Trustee pursuant to the Trust Agreement
or any merger, conversion, consolidation or sale of substantially all the
business involving the Owner Trustee pursuant to the Trust Agreement, the
successor Owner Trustee shall give prompt written notice thereof to the
Indenture Trustee, the Lessee and the holders of all Equipment Notes at the
time outstanding.

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Section 9.02. Resignation of Indenture Trustee; Appointment
of Successor. The resignation or removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee shall become effective only upon
the successor Indenture Trustee's acceptance of appointment as provided in this
Section 9.02. The Indenture Trustee or any successor thereto may resign at any
time without cause by giving at least 30 days' prior written notice to the
Owner Trustee, the Owner Participant, the Lessee and the holders of the
Equipment Notes. A Majority in Interest may at any time remove the Indenture
Trustee without cause by an instrument in writing delivered to the Owner
Trustee, the Owner Participant, the Lessee and the Indenture Trustee. The
Owner Trustee may remove the Indenture Trustee if: (1) the Indenture Trustee
fails to comply with Section 9.02(c); (2) the Indenture Trustee is adjudged a
bankrupt or an insolvent; (3) a receiver or public officer takes charge of the
Indenture Trustee or its property; or (4) the Indenture Trustee becomes
incapable of performing its duties hereunder.

(a) In the case of the resignation or removal of the
Indenture Trustee, the Owner Trustee shall, unless otherwise directed by a
Majority in Interest, promptly appoint a successor Indenture Trustee, provided
that a Majority in Interest may appoint, within one year after such resignation
or removal, a successor Indenture Trustee which may be other than the successor
Indenture Trustee appointed as provided above, and such successor Indenture
Trustee appointed as provided above shall be superseded by the successor
Indenture Trustee so appointed by a Majority in Interest. If a successor
Indenture Trustee shall not have been appointed and accepted its appointment
hereunder within 60 days after the Indenture Trustee gives notice of
resignation or is removed as provided above, the retiring Indenture Trustee,
the Lessee, the Owner Trustee or a Majority in Interest may petition any court
of competent jurisdiction for the appointment of a successor Indenture Trustee.
Any successor Indenture Trustee so appointed by such court shall immediately
and without further act be superseded by any successor Indenture Trustee
appointed as provided in the proviso to the first sentence of this paragraph
(a) within one year from the date of the appointment by such court.

(b) Any successor Indenture Trustee, however appointed,
shall execute and deliver to the Owner Trustee and the Lessee and to the
predecessor Indenture Trustee an instrument accepting such appointment, and
thereupon such successor Indenture Trustee, without further act, shall become
vested with all the estates, properties, rights, powers, duties and trusts of
the predecessor Indenture Trustee hereunder in the trusts hereunder applicable
to it with like effect as if originally named the Indenture Trustee herein; but
nevertheless, upon the written request of such successor Indenture Trustee,
such predecessor Indenture Trustee shall execute and deliver an instrument
transferring to such Indenture Trustee, upon the trusts herein expressed
applicable to it, all the estates, properties, rights, powers and trusts of
such predecessor Indenture Trustee, and such Indenture Trustee shall duly
assign, transfer, deliver and pay over to such successor Indenture Trustee all
moneys or other property then held by such predecessor Indenture Trustee
hereunder.

(c) The Indenture Trustee shall be a bank or trust
company organized under the laws of the United States or any State thereof
having a combined capital and surplus of at least $100,000,000, if there be
such an institution willing, able and legally qualified to perform the duties
of the Indenture Trustee hereunder upon reasonable or customary terms.

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<PAGE> 36
(d) Any corporation into which the Indenture Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Indenture
Trustee shall be a party, or any corporation to which substantially all the
corporate trust business of the Indenture Trustee may be transferred, shall,
subject to the terms of paragraph (c) of this Section, be the Indenture Trustee
under this Indenture without further act.

ARTICLE X.
SUPPLEMENTS AND AMENDMENTS
TO THIS INDENTURE AND OTHER DOCUMENTS

Section 10.01. Supplemental Indentures without Consent of
Holders. (a) The Owner Trustee and the Indenture Trustee, at any time and
from time to time, without notice to or the consent of any holders of any
Equipment Notes, may enter into one or more indentures supplemental hereto for
any of the following purposes:

(i) to correct or amplify the description of any
property at any time subject to the Lien of this Indenture or better
to assure, convey and confirm unto the Indenture Trustee any property
subject or required to be subject to the Lien of this Indenture or to
subject to the Lien of this Indenture any Unit or Units substituted
for any Unit or Units in accordance with the Lease; provided, however,
that indenture supplements entered into for the purpose of subjecting
to the Lien of this Indenture any Unit or Units substituted for any in
accordance with the Lease need only be executed by the Owner Trustee;
or

(ii) to evidence the succession of another trustee
to the Owner Trustee and the assumption by any such successor of the
covenants of the Owner Trustee herein and in the Equipment Notes
contained, or to evidence (in accordance with Article IX) the
succession of a new Indenture Trustee hereunder; or

(iii) to add to the covenants of the Owner Trustee,
for the benefit of the holders of the Equipment Notes, or to surrender
any right or power herein conferred upon the Owner Trustee; or

(iv) to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions with
respect to matters or questions arising hereunder so long as any such
action does not adversely affect the interests of the holders of the
Equipment Notes;

provided that no such supplement to this Indenture or waiver or modification of
the terms hereof shall adversely affect in a substantive manner the interests
of the Lessee without the Lessee's prior written consent, and in no event shall
the terms of the proviso to Section 5.03(a) or Section 5.05 be so altered or
modified without such Lessee consent.

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<PAGE> 37
(b) Supplemental Indentures with Consent of Majority In
Interest. With the written consent of a Majority in Interest, the Owner
Trustee (but only on the written request of the Owner Participant) may, and the
Indenture Trustee, subject to Section 10.02 hereof, shall, at any time and from
time to time, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights and obligations of holders of the Equipment Notes and of the Owner
Trustee under this Indenture; provided, however, without the consent of each
holder of an Equipment Note affected thereby, no such supplemental indenture
shall:

(1) except as expressly provided by Section
10.01(c), change the final maturity of the principal of any Equipment
Note, or change the dates or amounts of payment of any installment of
the principal of, premium, if any, or interest on any Equipment Note,
or reduce the principal amount thereof or the premium, if any, or
interest thereon, or change to a location outside the United States
the place of payment where, or the coin or currency in which, any
Equipment Note or the premium, if any, or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such
payment of principal or premium, if any, or interest on or after the
date such principal or premium, if any, or interest becomes due and
payable; or

(2) create any Lien with respect to the Indenture
Estate ranking prior to, or on a parity with, the security interest
created by this Indenture except such as are permitted by this
Indenture, or deprive any holder of an Equipment Note of the benefit
of the Lien on the Indenture Estate created by this Indenture; or

(3) reduce the percentage in principal amount of
the Equipment Notes, the consent of whose holders is required for any
such supplemental indenture, or the consent of whose holders is
required for any waiver (of compliance with certain provisions of this
Indenture, or of certain defaults hereunder and their consequences)
provided for in this Indenture; or

(4) modify any provisions of this Section
10.01(b), except to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
holder of each Equipment Note affected thereby;

Section 10.02. Indenture Trustee Protected. If in the
opinion of the Indenture Trustee any document required to be executed pursuant
to the terms of Section 10.01 adversely affects any right, duty, immunity or
indemnity in favor of the Indenture Trustee under this Indenture, the
Participation Agreement or the Lease, the Indenture Trustee may in its
discretion decline to execute such document.

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<PAGE> 38
Section 10.03. Request of Substance, Not Form. It shall not
be necessary for the consent of the holders of Equipment Notes under Section
10.01(b) to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

Section 10.04. Documents Mailed to Holders. Promptly after
the execution by the Indenture Trustee of any document entered into pursuant to
Section 10.01(b), the Indenture Trustee shall mail, by first-class mail,
postage prepaid, a conformed copy thereof to each holder of an Equipment Note
at its address last known to the Indenture Trustee, but the failure of the
Indenture Trustee to mail such conformed copies shall not impair or affect the
validity of such document.

Section 10.05. Amendments, Waivers, Etc. of Other Documents.
(a) Without the consent of a Majority in Interest, the respective parties to
the Lease, the Participation Agreement and the Trust Agreement may not modify,
amend or supplement any of such agreements, or give any consent, waiver,
authorization or approval thereunder, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions thereof or of
modifying in any manner the rights of the respective parties thereunder;
provided, however, that the actions specified in subsection (b) of this Section
10.05 may be taken, except as otherwise expressly provided therein, without the
consent of the Indenture Trustee or of a Majority in Interest or any holder of
an Equipment Note.

(b) Subject to the provisions of subsection (c) of this
Section 10.05, the respective parties to the Lease, the Trust Agreement and the
Participation Agreement, at any time and from time to time without the consent
of the Indenture Trustee or of a Majority in Interest or any holder of an
Equipment Note, may:

(1) so long as no Indenture Event of Default
shall have occurred and be continuing, modify, amend or supplement the
Lease, or give any consent, waiver, authorization or approval with
respect thereto, except that without the consent of a Majority in
Interest, the parties to the Lease shall not modify, amend or
supplement, or give any consent, waiver, authorization or approval for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions thereof or of modifying in any
manner the rights of the respective parties thereunder, with respect
to the following provisions of the Lease: Sections 2, 3.1 (if the
result thereof would be to shorten the Basic Term to a period shorter
than the period ending with the final maturity of the Equipment
Notes), 3.2, 3.3, 3.4, 3.5, 3.6 (except insofar as it relates to the
address or account information of the Owner Trustee or Indenture
Trustee) (other than as such Sections 3.1 through 3.6 may be amended
pursuant to Section 3.4 of the Lease as originally executed), 4, 6
(but only to the extent such Section is made operative by Section 15),
7, 8, 9, 10 (except that additional requirements may be imposed on the
Lessee's ability to terminate the Lease with respect to a Unit), 11
(except that additional requirements may be imposed on the Lessee's
ability to replace a Unit subject to an Event of Loss), 12 (except
that additional insurance requirements may be imposed on the Lessee),
13, 14, 15, 16, 17, 18, 19, 20, 21, 22 (if the result thereof would be
to provide

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<PAGE> 39
any renewal or purchase option contained in such Section prior to the
final maturity of the Equipment Notes), 24, 25.1, 25.4, 25.6, 25.10,
and any definition of terms used in the Lease, to the extent that any
modification of such definition would result in a modification of the
Lease not permitted as aforesaid in this clause (1) of subsection (b);
provided that, in the event an Indenture Event of Default shall have
occurred and be continuing, the Indenture Trustee shall have all
rights of the Owner Trustee as "Lessor" under the Lease to modify,
amend or supplement the Lease or give any consent, waiver,
authorization or approval thereunder, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions thereof or of modifying in any manner the rights of the
"Lessor" thereunder;

(2) modify, amend or supplement the Trust
Agreement, or give any consent, waiver, authorization or approval with
respect thereto, except that without the consent of a Majority of
Interest, the parties to the Trust Agreement shall not modify, amend
or supplement, or give any consent, waiver, authorization or approval
for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions thereof or of modifying in any
manner the rights of the respective parties thereunder, with respect
to Sections 2.1, 2.2, 3.1, 4.4, 7.1, 7.2, 9.1, 10.1, 10.2, 10.7, 10.11
or any other Section of the Trust Agreement if such action would
materially adversely affect the interest of the Loan Participants, and
any definition of terms used in the Trust Agreement, to the extent
that any modification of such definition would result in a
modification of the Trust Agreement not permitted pursuant to this
subsection (b);

(3) modify, amend or supplement the Participation
Agreement, or give any consent, waiver, authorization or approval with
respect thereto, except that without the consent of a Majority of
Interest, the parties to the Participation Agreement shall not modify,
amend or supplement, or give any consent, waiver, authorization or
approval for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions thereof or of
modifying in any manner the rights of the respective parties
thereunder, with respect to the following provisions of the
Participation Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 10.2, 10.5,
10.7, 10.9 and 10.13(a), each provision of the Participation Agreement
which specifically refers to the Indenture Trustee or Loan
Participants and any definition of terms used in the Participation
Agreement, to the extent that any modification of such definition
would result in a modification of the Participation Agreement not
permitted pursuant to this subsection (b); and

(4) modify, amend or supplement any of said
agreements in order to cure any ambiguity, to correct or supplement
any provision thereof which may be defective or inconsistent with any
other provision thereof or any provision of this Indenture, or to make
any other provision with respect to matters or questions arising
thereunder or under this Indenture which shall not be inconsistent
with the provisions of this Indenture, provided any such action shall
not adversely affect the interests of the holders of the Equipment
Notes.

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<PAGE> 40
(c) No modification, amendment, supplement, consent,
waiver, authorization or approval with respect to the Lease or the
Participation Agreement, whether effected pursuant to subsection (a) or
pursuant to subsection (b) of this Section 10.05, and anything in such
subsections or elsewhere in this Indenture to the contrary notwithstanding,
shall, without the consent of the holder of each Equipment Note affected
thereby:

(1) modify, amend or supplement the Lease in such
a way as to extend the time of payment of Basic Rent or Stipulated
Loss Value and any other amounts payable under, or as provided in, the
Lease upon the occurrence of an Event of Loss or Termination Value and
any other amounts payable under, or as provided in, the Lease upon
termination thereof or reduce the amount of any installment of Basic
Rent so that the same is less than the payment of interest and
principal on the Equipment Notes, as the case may be, to be made from
such installment of Basic Rent or reduce the aggregate amount of
Stipulated Loss Value and any other amounts payable under, or as
provided in, the Lease upon the occurrence of an Event of Loss so that
the same is less than the accrued interest on and principal of the
Equipment Notes required to be paid at the time of such payments, or
reduce the amount of Termination Value and any other amounts payable
under, or as provided in, the Lease upon termination thereof so that
the same is less than the accrued interest on and principal of the
Equipment Notes required to be paid at the time of such payments; or

(2) modify, amend or supplement the Lease in such
a way as to, or consent to any assignment of the Lease or give any
consent, waiver, authorization or approval which would, release the
Lessee from its obligation in respect of payment of Basic Rent or
Stipulated Loss Value and any other amounts payable under, or as
provided in, the Lease upon the occurrence of an Event of Loss, or
Termination Value and any other amounts payable under, or as provided
in, the Lease upon termination thereof, except for any such assignment
pursuant to Section 6.8 of the Participation Agreement, and except as
provided in the Lease.

(d) Anything contained in this Section 10.05 or otherwise
in this Indenture to the contrary notwithstanding, whether or not an Indenture
Event of Default shall have occurred and be continuing, the Indenture Trustee
shall not modify, amend or supplement the Lease or any other Operative
Agreement with respect to which rights have been assigned to the Indenture
Trustee as part of the Indenture Estate, or give any consent, waiver,
authorization or approval thereunder, in any manner that would materially
adversely affect the interest of the Owner Trustee or the Owner Participant.

ARTICLE XI.
MISCELLANEOUS

Section 11.01. Termination of Indenture. With respect to
each Unit, this Indenture and the trusts created hereby shall terminate and
this Indenture shall be of no further force or effect upon the earliest to
occur of (i) the termination of the Lease Term with respect to such Unit by
Lessee pursuant to Section 10 or Section 22.1 thereof and upon payment in full
to the Indenture Trustee of the amounts required to be paid pursuant to Section
2.10(a) in respect

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<PAGE> 41
of such Unit, (ii) the termination of the Lease with respect to such Unit
pursuant to Section 11 thereof and upon payment in full to the Indenture
Trustee of the amounts required to be paid pursuant to Section 2.10(b) in
respect of such Unit, and (iii) the payment in full of the principal amount of
and interest on all Equipment Notes outstanding hereunder and all other sums
payable to the Indenture Trustee and the holders of the Equipment Notes
hereunder and under such Equipment Notes and under the Participation Agreement.

Section 11.02. No Legal Title to Indenture Estate in
Holders. No holder of an Equipment Note shall have legal title to any part of
the Indenture Estate. No transfer, by operation of law or otherwise, of any
Equipment Note or other right, title and interest of any holder of an Equipment
Note in and to the Indenture Estate or hereunder shall operate to terminate
this Indenture or the trusts hereunder or entitle any successor or transferee
of such holder to an accounting or to the transfer to it of legal title to any
part of the Indenture Estate.

Section 11.03. Sale of Equipment by Indenture Trustee is
Binding. Any sale or other conveyance of the Equipment by the Indenture
Trustee made pursuant to the terms of this Indenture or the Lease shall bind
the holders of the Equipment Notes, the Owner Trustee and the Owner Participant
and shall be effective to transfer or convey all right, title and interest of
the Indenture Trustee, the Owner Trustee, the Owner Participant and such
holders of the Equipment Notes in and to the Equipment. No purchaser or other
grantee shall be required to inquire as to the authorization, necessity,
expediency or regularity of such sale or conveyance or as to the application of
any sale or other proceeds with respect thereto by the Indenture Trustee.

Section 11.04. Remedies Cumulative. Each and every right,
power and remedy herein specifically given to the Indenture Trustee or
otherwise in this Indenture shall be cumulative and shall be in addition to
every other right, power and remedy herein specifically given or now or
hereafter existing at law, in equity or by statute, and each and every right,
power and remedy whether specifically herein given or otherwise existing may be
exercised from time to time and as often and in such order as may be deemed
expedient by the Indenture Trustee, and the exercise or the beginning of the
exercise of any power or remedy shall not be construed to be a waiver of the
right to exercise at the time or thereafter any other right, power or remedy.
No delay or omission by the Indenture Trustee in the exercise of any right,
remedy or power or in the pursuance of any remedy shall impair any such right,
power or remedy or be construed to be a waiver of any default on the part of
the Owner Trustee or the Lessee or to be an acquiescence therein.

Section 11.05. Discontinuance of Proceedings. In case the
Indenture Trustee shall have proceeded to enforce any right, power or remedy
under this Indenture by foreclosure, entry or otherwise, and such proceedings
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Indenture Trustee, then and in every such case the
Owner Trustee, the Owner Participant, the Indenture Trustee and the Lessee
shall be restored to their former positions and rights hereunder with respect
to the Indenture Estate, and all rights, remedies and powers of the Indenture
Trustee shall continue as if no such proceedings had been undertaken (but
otherwise without prejudice).

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<PAGE> 42
Section 11.06. Indenture and Equipment Notes for Benefit of
Owner Trustee, Indenture Trustee, Owner Participant and Holders Only. Nothing
in this Indenture, whether express or implied, shall be construed to give to
any Person other than the Owner Trustee (individually and as trustee), the
Indenture Trustee, the Owner Participant (as set forth herein) and the holders
of the Equipment Notes any legal or equitable right, remedy or claim under or
in respect of this Indenture or any Equipment Note.

Section 11.07. Notices. Unless otherwise expressly specified
or permitted by the terms hereof, all notices required or permitted under the
terms and provisions hereof shall be in writing, and shall become effective
when deposited in the United States mail, with proper postage for first class
registered or certified mail prepaid, when delivered personally, or, if
promptly confirmed by mail as provided above, when dispatched by telegram,
telex or other written telecommunication addressed (i) if to the Owner Trustee,
at its office at , Attention: Corporate Trust Department, (ii) if
to the Indenture Trustee, at its office at , Attention: Corporate
Trust Department (UTC Trust No. 1994-A), (iii) if to the Loan Participant, at
such address as is set forth on Schedule 2 of the Participation Agreement or,
if not so specified, at the address set forth in the register maintained
pursuant to Section 2.07 hereof, or at such address as such Loan Participant
shall have furnished by notice to the Owner Trustee and the Indenture Trustee,
(iv) if to the Lessee, at 225 West Washington Street, Chicago, Illinois, 60606,
Attention: , (v) if to the Owner Participant, c/o ,
Attention: Chief Financial Officer, and (vi) if to any of the foregoing
Persons, at such other address as such Person shall from time to time
designate by written notice to the other parties hereto in accordance with
this Section 11.07.

Notwithstanding the foregoing provisions, for purposes of
Sections 5.01, 5.02, 5.04, 6.01 and 6.02, written notice shall be deemed given
when it is in fact received (by mail or otherwise) by any addressee at the
respective addresses specified above.

Section 11.08. Severability. Any provision of this
Indenture which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. In the event
of any inconsistency or conflict between any provision of this Indenture and
any provision of the Trust Agreement, such provision in this Indenture shall
govern and control.

Section 11.09. Separate Counterparts. This Indenture may be
executed in any number of counterparts (and each of the parties hereto shall
not be required to execute the same counterpart). Each counterpart of this
Indenture including a signature page executed by each of the parties hereto
shall be an original counterpart of this Indenture, but all of such
counterparts together shall constitute one instrument.

Section 11.10. Successors and Assigns. All covenants and
agreements contained herein shall be binding upon, and inure to the benefit of,
the Owner Trustee and its

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<PAGE> 43
successors and permitted assigns, the Owner Participant and its successors and
permitted assigns, and the Indenture Trustee and its successors and permitted
assigns, and each holder of an Equipment Note, all as herein provided. Any
request, notice, direction, consent, waiver or other instrument or action by
any holder of an Equipment Note shall bind the successors and assigns of such
holder.

Section 11.11. Headings. The headings of the various
Articles and Sections herein are for convenience of reference only and shall
not define or limit any of the terms or provisions hereof.

Section 11.12. Governing Law. This Indenture shall in all
respects be governed by, and construed in accordance with, the laws of the
State of New York, including all matters of construction, validity and
performance.

Section 11.13. Normal Commercial Relations. Anything
contained in this Indenture to the contrary notwithstanding, the Owner
Participant, the Owner Trustee or the Indenture Trustee or any affiliate of the
Owner Participant, the Owner Trustee or the Indenture Trustee may enter into
commercial banking or other financial transactions, and conduct banking or
other commercial relationships, with the Lessee, any holder of an Equipment
Note or the Indenture Trustee (in its individual capacity or otherwise) fully
to the same extent as if this Indenture were not in effect, including, without
limitation, the making of loans or other extensions of credit for any purpose
whatsoever.

Section 11.14. No Recourse Against Others. No director,
officer, employee or stockholder, as such, of Lessee, Owner Trustee, Owner
Participant or Indenture Trustee shall have any liability for any obligations
of Lessee, Owner Participant, Owner Trustee or Indenture Trustee or under the
Equipment Notes or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each holder of the Equipment
Notes by accepting an Equipment Note waives and releases all such liability.
The waiver and release are part of the consideration of the Equipment Notes.

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<PAGE> 44
In Witness Whereof, the parties hereto have caused this
Indenture to be duly executed by their respective officers or
attorneys-in-fact, as the case may be, thereunto duly authorized, as of the day
and year first above written.

,
as Indenture Trustee

By:
Name:
Title:

, not in its
individual capacity except as set forth in
Section 7.03 hereof, but solely as Owner Trustee

By:
Name:
Title:

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<PAGE> 45
State of Illinois )
) SS
County of Cook )

On this ____ day of December 1994, before me personally
appeared ____________, to me personally known, who being by me duly sworn, say
that he is ______________ of , that said
instrument was signed on such date on behalf of said corporation by authority
of its Board of Directors, and he acknowledged that the execution of the
foregoing instrument was the free act and deed of said corporation.

______________________
Notary Public

[Notarial Seal]

My commission expires:

State of )
) SS
County of )

On this ____ day of December 1994, before me personally
appeared ___________________, to me personally known, who being by me duly
sworn, say that he is the ________________________ of , that
said instrument was signed on such date on behalf of said corporation by
authority of its Board of Directors, and he acknowledged that the execution of
the foregoing instrument was the free act and deed of said corporation.

______________________
Notary Public

[Notarial Seal]

My commission expires:

-41-

<PAGE> 46
EXHIBIT A

TRUST INDENTURE SUPPLEMENT NO. _
(UTC TRUST NO. 1994-A)

This Indenture Supplement No. _ (UTC Trust No. 1994-A), dated
December , 1994 (this "Indenture Supplement"), of , a , not
in its individual capacity but solely as trustee (the "Owner Trustee") under
the Trust Agreement (UTC Trust No. 1994-A), dated as of December , 1994
(the "Trust Agreement"), between the Owner Trustee in its individual capacity
and , a , as Owner Participant;

WITNESSETH:

WHEREAS, the Trust Indenture and Security Agreement (UTC Trust
No. 1994-A) dated as of December , 1994 (the "Indenture"), between the
Owner Trustee and , as
Indenture Trustee (the "Indenture Trustee"), provides for the execution and
delivery of Indenture Supplements thereto substantially in the form hereof each
of which shall particularly describe the Units covered by a related Lease
Supplement under the Lease, by having attached thereto a copy of such related
Lease Supplement, and shall specifically mortgage such Units to the Indenture
Trustee;

WHEREAS, the Indenture includes the Units described in the
copy of Lease Supplement No. __ attached hereto and made a part hereof; and

[WHEREAS, an executed counterpart of the Indenture is attached
to this Indenture Supplement;]

NOW, THEREFORE, in order to secure the prompt payment of the
principal of, and premium, if any, and interest on all of the Equipment Notes
from time to time outstanding under the Indenture and the performance and
observance by the Owner Trustee of all the agreements, covenants and provisions
in the Indenture for the benefit of the holders of the Equipment Notes and in
the Equipment Notes, subject to the terms and conditions of the Indenture, and
in consideration of the premises and of the covenants contained in the
Indenture and of the acceptance of the Equipment Notes by the holders thereof,
and of the sum of $1.00 paid to the Owner Trustee by the Indenture Trustee at
or before the delivery hereof, the receipt whereof is hereby acknowledged, the
Owner Trustee (i) has sold, assigned, transferred, pledged and confirmed, and
does hereby sell, assign, transfer, pledge and confirm, a security interest in
and mortgage lien on all right, title and interest of the Owner Trustee in and
to the property comprising the Equipment described in the copy of Lease
Supplement No. __ attached hereto, and (ii) has sold, assigned, transferred and
set over, a security interest in and mortgage lien on all of the right, title
and interest of the Owner Trustee under, in and to such Lease Supplement
(excluding, however, any rights to Excepted Property thereunder), referred to
above, to the Indenture Trustee, its successors and assigns, in the trust
created by the Indenture for the benefit of the holders from time to time of
the Equipment Notes.

A-1
<PAGE> 47
To have and to hold all and singular the aforesaid property
unto the Indenture Trustee, its successors and assigns, in trust for the
benefit and security of the holders from time to time of the Equipment Notes
and for the uses and purposes and subject to the terms and provisions set forth
in the Indenture.

This Supplement shall be construed as supplemental to the
Indenture and shall form a part of it, and the Indenture is hereby incorporated
by reference herein and is hereby ratified, approved and confirmed.

This Supplement may be executed by the Owner Trustee in
separate counterparts, each of which when so executed and delivered is an
original, but all such counterparts shall together constitute but one and the
same Supplement.

AND FURTHER, the Owner Trustee hereby acknowledges that the
Equipment referred to in the aforesaid Lease Supplement attached hereto and
made a part hereof has been delivered to the Owner Trustee and is included in
the property of the Owner Trustee covered by all the terms and conditions of
the Trust Agreement, subject to the pledge or mortgage thereof under the
Indenture.

IN WITNESS WHEREOF, the Owner Trustee has caused this
Indenture Supplement to be duly executed by one of its duly authorized
officers, as of the day and year first above written.

, not in its individual
capacity, but solely as Owner Trustee

By:
Name:
Title:

A-2
<PAGE> 48
State of )
) SS
County of )

On this ____ day of December 1994, before me personally appeared
___________________, to me personally known, who being by me duly sworn, say
that he is __________________________ of ______________________ , that said
instrument was signed on such date on behalf of said corporation by authority
of its Board of Directors, and he acknowledged that the execution of the
foregoing instrument was the free act and deed of said corporation.

Notary Public

[Notarial Seal]
My commission expires:

A-3
<PAGE> 49
EXHIBIT B

TERMS OF EQUIPMENT NOTES

<TABLE>
<CAPTION>
Principal Amount Interest Rate Final Maturity
----------------- ------------- --------------
<S> <C> <C>
</TABLE>

B-1
<PAGE> 50
EXHIBIT C

LOAN PARTICIPANT

<TABLE>
<CAPTION>
PERCENTAGE OF
EQUIPMENT NOTES LOAN PARTICIPANT PRINCIPAL AMOUNT
- --------------- ---------------- ----------------
<S> <C> <C>
Equipment Notes 100%
</TABLE>

C-1
<PAGE> 51
ANNEX A

AMORTIZATION SCHEDULE

% EQUIPMENT NOTE

1994-A

( )

AA-1

<PAGE> 1
EXHIBIT 12

UNION TANK CAR & SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
30-SEP-94 30-SEP-93
---------- ---------
<S> <C> <C>
Income Available for Fixed Charges:

Income from Continuing Operations 45,457 33,959

Provision for Federal Income Taxes
and Foreign Taxes 27,649 29,870

Provision for State Income Taxes 1,823 1,785

Fixed Charges 74,251 76,735
----------------------------------

Income Available for Fixed Charges 149,180 142,349
==================================

Fixed Charges

Interest Expense (including amortization
of debt discount) as shown on the
consolidated statement of income 70,007 72,693

Add Interest Portion of Rent Expense 4,244 4,042
----------------------------------

Total Fixed Charges 74,251 76,735
==================================

Number of Times Fixed Charges
Were Earned 2.01 1.86
==== ====

</TABLE>

<PAGE> 1
EXHIBIT 24(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Experts" and
"Selected Financial Information" in the Registration Statement (Form S-3) and
related Prospectus of Union Tank Car Company for the registration of Pass
Through Certificates Series 1994-A, and to the incorporation by reference
therein of our report dated March 9, 1994, with respect to the consolidated
financial statements and schedules of Union Tank Car Company included in its
Annual Report (Form 10-K) for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP
------------------------------
ERNST & YOUNG LLP

Chicago, Illinois
November 1, 1994

<PAGE> 1
EXHIBIT 25

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Union Tank Car Company, a corporation organized under the laws of
the State of Delaware (the "Company"), hereby constitutes and appoints Robert
C. Gluth, Robert W. Webb and K.P. Fischl and each of them (with full power to
each of them to act alone), his true and lawful attorneys-in-fact and agents
for him and on his behalf and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 to be filed by the
Company with the Securities and Exchange Commission in connection with the
offer and sale of Pass Through Certificates, Series 1994-A and any and all
amendments to such Registration Statement, and any other documents in
connection therewith granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ K.P. Fischl
--------------------------------
K.P. Fischl

Dated: October 27, 1994

<PAGE> 2

POWER OF ATTORNEY

/s/ R.C. Gluth
--------------------------------
R.C. Gluth

Dated: October 27, 1994
<PAGE> 3

POWER OF ATTORNEY

/s/ Robert A. Pritzker
--------------------------------
Robert A. Pritzker

Dated: October 27, 1994