UNION TANK CAR CO, S-3/A, 1995-09-08

UNION TANK CAR CO
S-3/A, 1995-09-08
RAILROAD EQUIPMENT

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1995

Registration No. 33-61693

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

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

AMENDMENT NO. 1
TO
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)

PROCOR LIMITED
(Exact name of registrant as specified in its charter)

CANADA NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

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2001 SPEERS ROAD
OAKVILLE, ONTARIO, CANADA L6J 5E1
(905) 827-4111
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)

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

WILLIAM M. HOLZMAN, ESQ. BARRY P. BIGGAR, ESQ.
NEAL GERBER & EISENBERG MAYER, BROWN & PLATT
TWO NORTH LASALLE STREET 1675 BROADWAY
CHICAGO, ILLINOIS 60602 NEW YORK, NEW YORK 10019
(312) 269-8000 (212) 506-2500

--------------
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copies to:

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 [ ].

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Unit(1) Offering Price(1) Fee(2)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Pass Through Certificates, Series 1995-A $124,000,000 100% $124,000,000 $42,760
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2) Of such amount, $42,449 was paid in connection with the filing of the
Registration Statement on August 9, 1995, and $311 is being paid in
connection with the filing of this Amendment No. 1.

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

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THE 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

SEPTEMBER 8, 1995

PROSPECTUS

$124,000,000

UNION TANK CAR COMPANY
1995-A PASS THROUGH TRUSTS
PASS THROUGH CERTIFICATES, SERIES 1995-A

Each Pass Through Certificate offered hereby will represent a fractional
undivided interest in one of two separate Union Tank Car Company 1995-A Pass
Through Trusts (the "Pass Through Trusts") to be formed pursuant to two separate
pass through trust agreements. One pass through trust agreement is between Union
Tank Car Company (the "Company") and The First National Bank of Chicago, as Pass
Through Trustee (the "Pass Through Trustee") establishing Pass Through Trust
1995-A1, and the other pass through trust agreement is among the Company, Procor
Limited, an indirect wholly-owned subsidiary of the Company ("Procor"), and the
Pass Through Trustee establishing Pass Through Trust 1995-A2. The property of
Pass Through Trust 1995-A1 will consist of $ aggregate principal amount
of equipment notes (the "Equipment Notes") to be issued on a nonrecourse basis
by the trustee of an owner trust (the "Owner Trustee") in connection with a
leveraged lease transaction 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 Trustee from the Company and
leased to the Company. The property of Pass Through Trust 1995-A2 will consist
of (i) $ aggregate principal amount of Equipment Notes to be issued in
the same leveraged lease transaction as the Equipment Notes to be held by Pass
Through Trust 1995-A1, (ii) $18,786,000 aggregate principal amount of equipment
trust certificates (the "Company ETCs") to be issued pursuant to an equipment
trust agreement between the Company and The First National Bank of Chicago, as
trustee, and (iii) an $11,450,000 principal amount equipment trust certificate
(the "Procor ETC") to be issued pursuant to an equipment trust agreement between
Procor and The First National Bank of Chicago, as trustee. Amounts
unconditionally payable under the lease 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 each Pass Through Trust, except
for the prepayment of principal required to be made as part of a mandatory
refinancing of certain Equipment Notes on the final distribution date applicable
to the Pass Through Certificates issued by Pass Through Trust 1995-A2. Amounts
payable pursuant to the equipment trust agreements will be sufficient to pay in
full when due all payments of principal of and interest on the Company ETCs and
the Procor ETC. The Equipment Notes are not obligations of, or guaranteed by the
Company; however, the Company will fully and unconditionally guarantee (i) the
payment as and when due of the principal of and interest on the Company ETCs and
(ii) the due and punctual distribution to Certificateholders of principal and
interest payable in respect of the Procor ETC.

The Equipment Notes will be issued in two series under an indenture and will be
secured by a security interest in the Equipment leased by the Company under the
lease 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, the Company ETCs and the Procor ETC held
in the Pass Through Trusts will be passed through to the Certificateholders on
January 2 and July 2 of each year, commencing on January 2, 1996, at the rate
per annum set forth below until the final distribution date as set forth below
for such Pass Through Trust. The principal of the Equipment Notes held in Pass
Through Trust 1995-A1 will be paid and passed through to the Certificateholders
in scheduled amounts on January 2 or July 2, or both, of each year, commencing
on July 2, 1997 and continuing until the final distribution date set forth below
for such Pass Through Trust. The Equipment Notes, the Company ETCs and the
Procor ETC held in Pass Through Trust 1995-A2 will not amortize as to principal,
and the entire principal amount thereof will be paid and pass through to
Certificateholders on January 2, 2006. The Equipment Notes may be prepaid under
certain circumstances. Neither the Company ETCs nor the Procor ETC are
redeemable prior to maturity.

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>
INITIAL
PRINCIPAL FINAL
PASS THROUGH PRINCIPAL INTEREST DISTRIBUTION DISTRIBUTION PRICE TO
CERTIFICATES AMOUNT RATE DATE DATE PUBLIC(1)(2)
<S> <C> <C> <C> <C> <C>
1995-A1................... $ % July 2, 1997 January 2, 2005 100%
1995-A2................... $ % January 2, 2006 January 2, 2006 100%
</TABLE>

--------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from September , 1995.

(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 Trustee in the leveraged lease transaction and by the Company
and Procor. All of the proceeds from the sale of the Pass Through
Certificates will be used to purchase the Equipment Notes, the Company ETCs
and the Procor ETC.

The Pass Through Certificates are offered by the Underwriters subject to prior
sale, when, as and if accepted by the Underwriters and subject to approval of
certain legal matters by Mayer, Brown & Platt, counsel for the Underwriters. It
is expected that delivery of the Pass Through Certificates in book-entry form
will be made on or before September , 1995 through the facilities of The
Depository Trust Company, against payment therefor in immediately available
funds.

SALOMON BROTHERS INC MORGAN STANLEY & CO.
INCORPORATED
The date of this Prospectus is September , 1995
<PAGE> 3

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS 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

The Company and Procor have 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,
the Company and Procor, 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, Citicorp Center, 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
Agreements, will provide to Certificateholders certain periodic statements
concerning distributions made with respect to the Pass Through Trusts. 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, 1994 and its Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, and June 30, 1995, 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.

2
<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 TRUSTS........... Each of the Union Tank Car Company 1995-A Pass
Through Trusts (the "Pass Through Trusts") is
to be formed pursuant to one of two separate
Pass Through Trust Agreements (collectively,
the "Agreements"), one between Union Tank Car
Company (the "Company") and The First National
Bank of Chicago, as Pass Through Trustee (the
"Pass Through Trustee"), and the other among
the Company, Procor Limited, an indirect
wholly-owned subsidiary of the Company
("Procor") and the Pass Through Trustee. Each
Pass Through Trust will be a separate entity.

PASS THROUGH TRUST PROPERTY... The property of Pass Through Trust 1995-A1 will
consist of $ aggregate principal
amount of equipment notes (the "Equipment
Notes") issued on a non-recourse basis by State
Street Bank and Trust Company, as owner trustee
(the "Owner Trustee") of an owner trust, for
the benefit of an institutional investor (the
"Owner Participant") in connection with a
leveraged lease transaction which will finance
not more than 80% of the cost to the Owner
Trustee of certain tank cars and covered hopper
cars (each rail car a "Unit" and, collectively,
the "Equipment") which will be purchased by the
Owner Trustee, on behalf of the Owner
Participant from the Company and leased to the
Company. Until all of such Equipment Notes are
issued, the Pass Through Trustee will hold in
cash an amount equal to the aggregate principal
amount of unissued Equipment Notes. Such cash
shall be invested by the Pass Through Trustee,
subject to certain investment restrictions, at
the direction of the Company. See "Description
of the Pass Through Certificates--General." The
Equipment Notes will be issued in two series in
connection with such leveraged lease
transaction under an indenture (the
"Indenture").

The property of Pass Through Trust 1995-A2 will
consist of:

(a) $ aggregate principal amount of
Equipment Notes to be issued in the same
leveraged lease transaction as the
Equipment Notes to be held by Pass Through
Trust 1995-A1.

(b) $18,786,000 aggregate principal amount of
equipment trust certificates (the "Company
ETCs") to be issued pursuant to an
equipment trust agreement between the
Company and The First National Bank of
Chicago, as trustee (the "Company Trust
Agreement").

4
<PAGE> 6

(c) an $11,450,000 principal amount equipment
trust certificate (the "Procor ETC") to be
issued pursuant to an equipment trust
agreement between Procor and The First
National Bank of Chicago, as trustee (the
"Procor Trust Agreement").

Until all of such Equipment Notes and Company
ETCs are issued, the Pass Through Trustee will
hold in cash an amount equal to the aggregate
principal amount of Company ETCs not yet
issued. Such cash shall be invested by the Pass
Through Trustee, subject to certain investment
restrictions, at the direction of the Company.
See "Description of the Pass Through
Certificates--General."

Pass Through Trust 1995-A1 will acquire
Equipment Notes having an interest rate equal
to the interest rate applicable to the Pass
Through Certificates, Series 1995-A1. Pass
Through Trust 1995-A2 will acquire Equipment
Notes, Company ETCs and the Procor ETC having
an interest rate equal to the interest rate
applicable to the Pass Through Certificates,
Series 1995-A2 (together with Pass Through
Certificates, Series 1995-A1, the "Pass Through
Certificates"). The Equipment Notes acquired by
Pass Through Trust 1995-A1 will mature on the
final distribution date applicable to the Pass
Through Certificates issued by such Pass
Through Trust. The Equipment Notes acquired by
Pass Through Trust 1995-A2 will mature after
the final distribution date applicable to such
Pass Through Trust; however, such Equipment
Notes are required to be prepaid on such final
distribution date pursuant to a mandatory
refinancing. The Company ETCs and the Procor
ETC acquired by Pass Through Trust 1995-A2 will
mature on the final distribution date
applicable to the Pass Through Certificates,
Series 1995-A2. The aggregate principal amount
of the Equipment Notes, the Company ETCs and
the Procor ETC to be held in the Pass Through
Trusts will be the same as the aggregate
principal amount of the Pass Through
Certificates issued by the Pass Through Trusts.

PASS THROUGH CERTIFICATES;
BOOK-ENTRY REGISTRATION....... Each Pass Through Certificate will represent a
fractional undivided interest in the related
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 a 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."

5
<PAGE> 7

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.... Regular Distribution Dates or in certain cases
any Business Day.

RECORD DATES.................. The fifteenth day preceding a Regular
Distribution Date or a Special Distribution
Date.

INITIAL AVERAGE LIFE DATE..... The initial average life date of the Pass
Through Certificates issued by Pass Through
Trust 1995-A1 is . The initial
average life date of the Pass Through
Certificates issued by Pass Through Trust
1995-A2 is .

DISTRIBUTIONS................. Payments of interest on the Equipment Notes,
the Company ETCs and the Procor ETC held in the
Pass Through Trusts are scheduled to be
received in specified amounts by the Pass
Through Trustee of the applicable Pass Through
Trust on January 2 and July 2 of each year,
commencing January 2, 1996, and are to be
distributed to the Certificateholders on the
corresponding Regular Distribution Dates.
Payments of principal of the Equipment Notes
held in Pass Through Trust 1995-A1 are
scheduled to be received in specified amounts
by the Pass Through Trustee of the applicable
Pass Through Trust on January 2 or July 2, or
both, of each year, commencing on July 2, 1997
and are to be distributed to the
Certificateholders on the corresponding Regular
Distribution Dates. The payment of the
outstanding principal amount of the Equipment
Notes, the Company ETCs and the Procor ETC held
in Pass Through Trust 1995-A2 is scheduled to
be received by the Pass Through Trustee on
January 2, 2006 and is to be distributed to the
Certificateholders on such date. 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 15 days' notice from the
Pass Through Trustee to the Certificateholders
of such Pass Through Trust. For a discussion of
distributions upon an Event of Default, see
"Description of the Pass Through
Certificates--Events of Default and Certain
Rights Upon an Event of Default."

EXTRAORDINARY DISTRIBUTIONS... It is anticipated that (i) approximately
$ principal amount of Equipment
Notes, $14,613,000 principal amount of Company
ETCs and an $11,450,000 principal amount Procor
ETC will be acquired by the Pass Through Trusts
immediately after the issuance of the Pass
Through Certificates and (ii) approximately
$ principal amount of Equipment
Notes and $4,173,000 principal amount of
Company ETCs will be acquired by the Pass
Through Trusts on or about December 15, 1995.
All proceeds of the issuance of the Pass
Through Certificates not

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<PAGE> 8

immediately used to purchase Equipment Notes
and Company ETCs will be held by the Pass
Through Trustee and invested in Specified
Investments at the direction of and for the
account of the Company. To the extent that the
return on the Specified Investments is less
than the return that would have been received
on the remaining Equipment Notes and Company
ETCs had they been purchased immediately after
the issuance of the Pass Through Certificates,
the Company will make up any shortfall in an
amount equal to the amount that would have been
distributable to Certificateholders on the
first Regular Distribution Date had all of such
proceeds been used to purchase Equipment Notes
and Company ETCs on the date of issuance of the
Pass Through Certificates. To the extent that
the remaining Equipment Notes and Company ETCs
are not purchased by the Pass Through Trustee
on or prior to December 19, 1995, the
unexpended proceeds, together with interest
thereon at the rate applicable to the Pass
Through Certificates, will be distributed to
Certificateholders on January 2, 1996. See
"Description of the Pass Through
Certificates--Delayed Purchase; Extraordinary
Distribution."

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 of
each Pass Through Trust will be passed through
to the Certificateholders at the rate per annum
indicated on the cover of this Prospectus for
such Pass Through Trust, which is the interest
rate borne by the Equipment Notes held in the
respective Pass Through Trust, and in the case
of Pass Through Trust 1995-A2, the Company ETCs
and the Procor

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<PAGE> 9

ETC held in such 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 held in
Pass Through Trust 1995-A1 is payable in
scheduled amounts on January 2 or July 2, or
both, of each year, commencing on July 2, 1997.
The principal of the Equipment Notes held in
Pass Through Trust 1995-A2 is payable in
scheduled amounts on January 2 or July 2 or
both of each year commencing on July 2, 2006;
however, such Equipment Notes are required to
be prepaid on January 2, 2006, the final
distribution date for such Pass Through Trust,
pursuant to a mandatory refinancing. The
principal of the Company ETCs and the Procor
ETC is payable on January 2, 2006. See
"Description of the Pass Through
Certificates--Payments and Distributions,"
"Description of the Equipment Notes--Principal
Payments" and "Description of the ETCs--Payment
of Principal and Interest."

EQUIPMENT NOTES: GENERAL...... Interest will be payable in arrears on the
Equipment Notes on the unpaid principal amount
thereof on January 2 and July 2 of each year,
commencing on January 2, 1996. 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 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 the 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 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
the Indenture immediately prior to the
prepayment date, and (ii) as to interest,
the aggregate amount of interest

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<PAGE> 10

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 (i) on or after January 2, 2003 the
Company elects to exercise its right to
terminate the Lease pursuant to the terms
thereof with respect to some or all of the
Units leased thereunder as a result of such
Units becoming obsolete or surplus, or (ii)
on January 2, 2006 the Company exercises
its option to purchase some or all of the
Units in accordance with the terms of the
Lease or (iii) the Company elects to
exercise its right under the Participation
Agreement to purchase Equipment as a result
of the Owner Participant (or an affiliate
thereof) engaging in a business that is in
competition with the Company's full service
railcar leasing business, 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 the purchase option
described in clause (iii) above 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
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,
other than with respect to the exercise of
the purchase option described in clause
(ii) above, 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 may require the Owner Trustee to
effect a prepayment of the Equipment Notes
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. The Equipment Notes held in
Pass Through Trust 1995-A2 are required to
be prepaid as part of a mandatory
refinancing on the final distribution date
applicable to the Pass Through Certificates
issued by such Pass Through Trust.

(d) If under the 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 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

9
<PAGE> 11

period of not less than 180 days, the Owner
Trustee may elect to prepay or purchase all
of the then outstanding 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 any Make-Whole
Amount.

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

EQUIPMENT NOTES: SECURITY..... The Equipment Notes will be secured by a
security interest in the Equipment leased by
the Company under the Lease and an assignment
to the Indenture Trustee of certain of the
Owner Trustee's rights under the Lease,
including the right to receive rent payable by
the Company thereunder.

In the event of the bankruptcy of the Owner
Participant, it is possible that,
notwithstanding that the Equipment is owned by
the 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 Lease 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, except for the prepayment
of principal required to be made as part of a
mandatory refinancing of the Equipment Notes
held by Pass Through Trust 1995-A2 on the final
distribution date applicable to the Pass
Through Certificates issued by such Pass
Through Trust. See "Description of the
Equipment Notes--General."

COMPANY ETCS: GENERAL......... Interest will be payable in arrears on the
Company ETCs on the unpaid principal amount
thereof on January 2 and July 2 of each year,
commencing on January 2, 1996. The Company
ETCs, which will not amortize as to principal,
mature on January 2, 2006.

COMPANY ETCS: REDEMPTION...... The Company ETCs are not redeemable prior to
maturity.

COMPANY ETCS: SECURITY........ The Company Trust Agreement will provide for
(i) the sale by the Company to the trustee
thereunder of certain tank cars and other rail
cars having an estimated cost of approximately
133 1/3% of the aggregate principal amount of
the Company ETCs and (ii) the lease of such
equipment by the trustee to the Company. The
rent and other amounts payable by the Company
will be sufficient to enable the trustee to pay

10
<PAGE> 12

when due the principal of and interest on the
Company ETCs. At the termination of such lease,
such payments will be treated as purchase money
as the full purchase price of the equipment,
and title to all such equipment will vest in
the Company.

PROCOR ETC: GENERAL........... Interest will be payable in arrears on the
Procor ETC on the unpaid principal amount
thereof on January 2 and July 2 of each year,
commencing on January 2, 1996. The Procor ETC,
which will not amortize as to principal,
matures on January 2, 2006.

PROCOR ETC: REDEMPTION........ The Procor ETC is not redeemable prior to
maturity.

PROCOR ETC: SECURITY.......... The Procor Trust Agreement will provide for (i)
the sale by Procor to the trustee thereunder of
certain tank cars and other rail cars having an
estimated cost of approximately 133 1/3% of the
principal amount of the Procor ETC and (ii) the
conditional sale of such equipment by the
trustee to Procor. The payments in respect of
the purchase of such equipment and other
amounts payable by Procor will be sufficient to
enable the trustee to pay when due the
principal of and interest on the Procor ETC.
After all such payments have been made by
Procor, such payments will be deemed to
represent payment of the full purchase price of
the equipment, and title to all such equipment
will vest in Procor.

USE OF PROCEEDS............... The proceeds from the sale of the Pass Through
Certificates will be used by the Pass Through
Trustee for each Pass Through Trust to purchase
Equipment Notes, and in the case of Pass
Through Trust 1995-A2, the Company ETCs and the
Procor ETC. The Owner Trustee will use the
proceeds from the sale of the Equipment Notes
to finance not more than 80% of the Equipment
Cost of the Equipment, representing in the
aggregate the entire debt portion of the
leveraged lease transaction. The net proceeds
to the Company from the sale of the Equipment
will be used by the Company for general
corporate purposes. The net proceeds to the
Company from the issuance of the Company ETCs
will be used to provide long-term financing for
the addition of rail cars to the Company's
fleet. The net proceeds to Procor from the
issuance of the Procor ETC will be used for
general corporate purposes. See "Use of
Proceeds."

PASS THROUGH TRUSTEE.......... The First National Bank of Chicago will act as
trustee under each 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 the Indenture and as the trustee
under the Company and Procor equipment trust
agreements.

FEDERAL INCOME TAX
CONSEQUENCES.................. Each Pass Through Trust will be classified as a
grantor trust for federal income tax purposes,
and each Certificate Owner of each Pass Through
Trust will be treated as the owner of a pro
rata undivided interest in each of the
Equipment Notes

11
<PAGE> 13

and, in the case of Pass Through Trust 1995-A2,
the Company ETCs and the Procor ETC held by
such Pass Through Trust and any other property
held in such Pass Through Trust and should
report on its federal income tax return its pro
rata share of income from such Equipment Notes,
Company ETCs and Procor ETC held, as the case
may be, by such Pass Through Trust and other
property 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."

12
<PAGE> 14

FORMATION OF THE PASS THROUGH TRUSTS

The Pass Through Trusts will be formed pursuant to two separate Pass
Through Trust Agreements (each, an "Agreement"), one Agreement between the
Company and the Pass Through Trustee and the other Agreement by and among the
Company, Procor and the Pass Through Trustee. Upon or prior to the execution and
delivery of the Agreements, the Pass Through Trustee, on behalf of each Pass
Through Trust, will enter into a participation agreement with the Company, the
Indenture Trustee, the Owner Trustee and the Owner Participant (the
"Participation Agreement") pursuant to which such Pass Through Trust will, among
other things, purchase certain Equipment Notes. Concurrently, Pass Through Trust
1995-A2 will purchase certain of the Company ETCs and the Procor ETC. Pass
Through Trust 1995-A1 will acquire Equipment Notes and Pass Through Trust
1995-A2 will acquire the Company ETCs, the Procor ETC and certain Equipment
Notes having an interest rate corresponding to the interest rate applicable to
the Pass Through Certificates that will be issued by such Pass Through Trust.
The Company ETCs and the Procor ETC acquired by Pass Through Trust 1995-A2 will
mature on the final distribution date applicable to the Pass Through
Certificates issued by such Pass Through Trust. The Equipment Notes acquired by
Pass Through Trust 1995-A1 will mature on the final distribution date applicable
to the Pass Through Certificates issued by such Pass Through Trust. The
Equipment Notes acquired by Pass Through Trust 1995-A2 will mature after the
final distribution date applicable to such Pass Through Trust; however, such
Equipment Notes are required to be prepaid on such final distribution date
pursuant to a mandatory refinancing. The two Pass Through Trusts, taken
together, will hold all of the Equipment Notes, representing in the aggregate
the entire debt portion of the leveraged lease transaction, as well as the
Company ETCs and the Procor ETC. The Pass Through Trustee will distribute to the
Certificateholders of the relevant Pass Through Trust the payments of principal,
Make-Whole Amount, if any, and interest received by it as the holder of the
Equipment Notes, the Company ETCs and the Procor ETC. See "Description of the
Pass Through Certificates--General", "Description of the Equipment
Notes--General" and "Description of the ETCs."

DESCRIPTION OF PAYMENT FLOWS

LEVERAGED LEASE TRANSACTION

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

In the leveraged lease transaction, the Company will lease certain
Equipment from the Owner Trustee, as lessor of such Equipment under the Lease.
Equipment Notes with respect to such Equipment will be issued under the
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
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 held in such Pass Through
Trust) to the Certificateholders as required under the terms of the

13
<PAGE> 15

Pass Through Certificates. The First National Bank of Chicago will act initially
both as Pass Through Trustee of the two Pass Through Trusts and as Indenture
Trustee under the Indenture.

COMPANY ETCS AND PROCOR ETC

The following diagram illustrates certain aspects of the payment flows in
the other financing transactions to which this Prospectus relates.

The Company will lease and Procor will conditionally purchase the Trust
Equipment (as hereinafter defined) from The First National Bank of Chicago, as
trustee (in such capacity, the "Equipment Trust Trustee"). The Equipment Trust
Trustee will issue under the Company Trust (as hereinafter defined) the Company
ETCs and under the Procor Trust (as hereinafter defined) the Procor ETC, which
will be purchased by the Pass Through Trustee of Pass Through Trust 1995-A2 for
the benefit of the Certificateholders of such Pass Through Trust. The Company
will make rental and Procor will make conditional sale payments to the Equipment
Trust Trustee. From these payments, the Equipment Trust Trustee will make
principal and interest payments to the Pass Through Trustee of Pass Through
Trust 1995-A2 as required to meet the obligations under the Company ETCs and the
Procor ETC. The Pass Through Trustee will distribute such payments to the
Certificateholders of such Pass Through Trust as required under the terms of the
Pass Through

14
<PAGE> 16
Certificates. The Company will fully and unconditionally guarantee the due and
punctual distribution to Certificateholders of principal and interest payable in
respect of the Procor ETC.

</TABLE>

<PAGE> 17

USE OF PROCEEDS

A portion of the proceeds from the sale of Pass Through Certificates will
be used by each Pass Through Trustee to purchase for the Pass Through Trust
$ aggregate principal amount of Equipment Notes issued by the Owner
Trustee which, in turn, will use the proceeds, together with funds provided by
the Owner Participant, to purchase the Equipment from the Company, on behalf of
the Owner Participant.

The Equipment Notes will be issued under a Trust Indenture and Security
Agreement (the "Indenture") between The First National Bank of Chicago, as
trustee thereunder (in such capacity, the "Indenture Trustee"), and State Street
Bank and Trust Company, not in its individual capacity (except as expressly set
forth therein) but solely as owner trustee (the "Owner Trustee") of a trust for
the benefit of an institutional investor (the "Owner Participant"). The Owner
Participant will provide from sources other than the Equipment Notes at least
20% of the cost of the related Equipment as an equity investment. The Owner
Participant, however, will not be liable for any amount payable under the
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 2,057 rail cars, all of which were manufactured
in 1994 or 1995) expected to be purchased by the Owner Trustee and leased to the
Company in the leveraged lease transaction:

<TABLE>
<CAPTION>
TYPE OF CAR NO. OF CARS
----------- -----------
<S> <C>
Covered Hopper...................................... 465
Tank (general purpose).............................. 1,133
Tank (pressure)..................................... 459
-----
Total.......................................... 2,057
=====
</TABLE>

The aggregate cost of the Equipment to the Owner Trustee will be
approximately $130,517,000.

The remaining proceeds from the sale of the Pass Through Certificates,
Series 1995-A2 will be used by the Pass Through Trustee for Pass Through Trust
1995-A2 to purchase $18,786,000 aggregate principal amount of equipment trust
certificates (the "Company ETCs") to be issued pursuant to an equipment trust
agreement (the "Company Trust Agreement") between the Company and The First
National Bank of Chicago, as trustee, and an $11,450,000 principal amount
equipment trust certificate (the "Procor ETC" and, together with the Company
ETCs, the "ETCs") to be issued pursuant to an equipment trust agreement (the
"Procor Trust Agreement" and, together with the Company Trust Agreement, the
"Trust Agreements") between Procor and The First National Bank of Chicago, as
trustee. The net proceeds to the Company from the issuance of the Company ETCs
will be used to provide long-term financing for the addition of rail cars to the
Company's fleet. These rail cars were initially financed with cash provided by
operating activities. The net proceeds to Procor from the issuance of the Procor
ETC will be used for general corporate purposes.

The Pass Through Trusts will purchase an aggregate of approximately
$ principal amount of Equipment Notes, and Pass Through Trust 1995-A2
will purchase an aggregate of approximately $26,064,000 principal amount of
ETCs, which purchases will occur immediately following the issuance of the Pass
Through Certificates. Pending the scheduled purchase on or about December 15,
1995 of the remaining $ aggregate principal amount of Equipment Notes
and $4,173,000 principal amount of Company ETCs, the unexpended proceeds from
the sale of Pass Through Certificates will be held by the Pass Through Trustee
and invested in Specified Investments. Any shortfall between the earnings on
such investments and the amount to be paid to Certificateholders shall be paid
by the Company. See "Description of the Pass Through Certificates--Delayed
Purchases; Extraordinary Distribution."

16
<PAGE> 18

THE COMPANY

Union Tank Car Company (with its wholly-owned subsidiaries herein
collectively referred to, except as the context otherwise requires, as the
"Company") and Procor are 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. Procor, which was incorporated in Canada in 1952, is an
indirect wholly-owned subsidiary of the Company.

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

17
<PAGE> 19

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at June 30, 1995 and as adjusted to give effect to the issuance of the
Company ETCs and the Procor ETC. 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 Lease is expected to
be classified as an operating, rather than capital, lease, there will be no
related obligation recorded on the Company's consolidated balance sheet.

<TABLE>
<CAPTION>
JUNE 30, 1995
----------------------------
OUTSTANDING AS ADJUSTED
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Borrowed debt:
Equipment obligations, payable periodically through 2009 at
6.50%-15.55% (average rate 9.35% at June 30, 1995)......... $ 669,570 $ 699,806
Senior notes, 9.75% due in 1997............................... 143,000 143,000
Other long-term borrowings (average rate 12.2%)............... 27,075 27,075
----------- -----------
Total borrowed debt...................................... 839,645 869,881
Stockholder's equity:
Common stock, no par value: 1,000 shares authorized
and issued................................................. 106,689 106,689
Additional capital............................................ 4,652 4,652
Retained earnings............................................. 405,848 405,848
----------- -----------
Total stockholder's equity............................... 517,189 517,189
----------- -----------
Total capitalization.................................. $ 1,356,834 $ 1,387,070
========== ==========
</TABLE>

18
<PAGE> 20

SELECTED FINANCIAL INFORMATION

The selected financial information set forth below as of December 31, 1990
through 1994 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, 1994, 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 June 30, 1995 and 1994 and for the six 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 June 30,
1995 and June 30, 1994, 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, 1994 and in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
--------------------- ---------------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
Services and net sales(1)..... $333,300 $278,774 $720,864 $504,823 $618,007 $483,416 $462,684
Other income.................. 10,257 6,478 15,959 17,033 22,374 37,406 44,503
Total revenues................ 343,557 285,252 736,823 521,856 640,381 520,822 507,187
Cost of services and
sales..................... 211,816 160,643 487,742 280,161 400,177 269,748 251,793
General and administrative.... 28,106 27,076 54,120 54,629 53,609 52,560 55,117
Interest expense.............. 41,729 47,867 91,442 96,584 105,417 117,263 115,584
Income before income taxes,
extraordinary loss and
cumulative effect of
change in accounting
principle................. 61,906 49,666 103,519 90,482 81,178 81,251 84,693
Income before extraordinary
loss and cumulative effect
of change in accounting
principle................... 39,181 30,432 63,378 49,730 48,382 45,024 40,072
Extraordinary loss(2)......... -- -- -- -- -- -- (15,292)
Income before cumulative
effect of a change in
accounting principle........ 39,181 30,432 63,378 49,730 48,382 45,024 24,780
Cumulative effect of a change
in accounting
principle(3)................ -- -- -- 80,000 -- -- (2,640)
Net income.................... 39,181 30,432 63,378 129,730 48,382 45,024 22,140
BALANCE SHEET(4)
Total assets.................. 1,999,815 2,066,614 2,017,772 2,054,867 2,063,267 2,253,760 2,195,171
Borrowed debt................. 839,645 949,716 882,407 951,031 942,907 1,131,558 1,107,746
Stockholder's equity.......... 517,189 495,062 505,008 485,630 445,900 430,518 416,494
OTHER
Ratio of earnings to fixed
charges(5).................. 2.25x 1.96x 2.05x 1.89x 1.76x 1.69x 1.73x
OPERATING FLEET(4)
Tank cars..................... 52,788 51,586 52,090 51,021 49,580 48,837 47,998
Other railway cars............ 13,781 13,171 13,300 13,515 13,633 14,334 13,694
</TABLE>

-------------------------
(1) In May 1992 and December 1994, the Company entered into several
sale-leaseback transactions pursuant to which it sold (at approximately book
value) approximately 2,100 rail cars and 2,200 rail cars, respectively. As a
result of these transactions, the Company recorded sales revenue of $124.9
million and $125.5 million, respectively, which accounts for the unusually
high sales and cost of sales figures in 1992 and 1994 as compared to other
periods.

19
<PAGE> 21

(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 beginning in 1990 was reduced because of the incurrence of
additional interest expense relating to the Company's commercial paper
program, which program was suspended effective May 1994.

20
<PAGE> 22

DESCRIPTION OF THE PASS THROUGH CERTIFICATES

The Pass Through Certificates offered hereby will be issued pursuant to two
separate Agreements, one between the Company and the Pass Through Trustee and
the other among the Company, Procor and the Pass Through Trustee. Each Agreement
will be qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and will contain substantially the same terms and conditions,
except that the interest rate, scheduled repayments of principal, and maturity
dates applicable to the Equipment Notes held in each Pass Through Trust, the
aggregate principal amount of Equipment Notes held in each Pass Through Trust,
and the final distribution date applicable to each Pass Through Trust will
differ. In addition, Pass Through Trust 1995-A1 will only hold certain Equipment
Notes, and Pass Through Trust 1995-A2 will hold certain Equipment Notes and the
ETCs. 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 Agreements and is
qualified in its entirety by reference to all of the provisions of the
Agreements. Except as otherwise indicated, the following summary relates to the
Agreements, the Pass Through Trusts formed thereby and the Pass Through
Certificates issued by the Pass Through Trusts. Citations to the relevant
sections of the Agreements 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 created by the Agreement pursuant to which such Pass
Through Certificate was issued. The property of each Pass Through Trust will
include (i) the Equipment Notes, and in the case of Pass Through Trust 1995-A2,
the Company ETCs and the Procor ETC, held in such Pass Through Trust, (ii) all
monies at any time paid with respect to such Equipment Notes, and in the case of
Pass Through Trust 1995-A2, the Company ETCs and the Procor ETC, (iii) all
monies due and to become due thereunder and (iv) funds from time to time
deposited with the Pass Through Trustee in accounts relating to such Pass
Through Trust. Each Pass Through Certificate will correspond to a pro rata share
of the outstanding principal amount of the Equipment Notes, and in the case of
Pass Through Trust 1995-A2, the Company ETCs and the Procor ETC, to be held in
the related 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 each 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 respective Pass
Through Trusts and do not represent an interest in or obligation of the Company,
Procor, the Pass Through Trustee, the Owner Participant, the Owner Trustee in
its individual capacity, or any affiliate of any such person. (Section 3.8)

21
<PAGE> 23

Neither the Agreements, the Indenture nor the Trust Agreement 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 or Procor. 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, and in the case of Certificate
Owners of Pass Through Trust 1995-A2, title to the Trust Equipment securing the
Company ETCs and the Procor ETC as well as the Company's full and unconditional
guarantee of (i) the payment as and when due of the principal of and interest on
the Company ETCs and (ii) the due and punctual distribution to
Certificateholders of principal and interest payable in respect of the Procor
ETC. See "--Guarantee," "Description of the Equipment Notes--Security,"
"Description of the ETCs--Guaranties" and "--Security."

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 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 and Morgan Stanley & Co. Incorporated), 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

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<PAGE> 24

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, Procor 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 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 Pass Through Certificates will be freely transferable and
exchangeable at the office of the Pass Through Trustee upon compliance with the
requirements set forth in the Agreement. 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 an Owner Trustee's rights under the Lease, as well as all
payments made by the Company and Procor

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<PAGE> 25

in respect of the Company ETCs and the Procor ETC, 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 or to pay principal or interest on
the Company ETCs and the Procor ETC.

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, and in the case of Pass Through Trust 1995-A2, the Company ETCs
and the Procor ETC, held in each Pass Through Trust received by the Pass Through
Trustee will be distributed by the Pass Through Trustee to Certificateholders of
such Pass Through Trust on the date such receipt is confirmed, except in certain
cases when some or all of such Equipment Notes, Company ETCs or the Procor ETC,
as the case may be, 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, and
in the case of Pass Through Trust 1995-A2, the Company ETCs and the Procor ETC,
held in such Pass Through Trust are scheduled to be received by the Pass Through
Trustee on January 2 and July 2 of each year, commencing January 2, 1996, until
the final distribution date for such Pass Through Trust. Payments of principal
of the Equipment Notes held in Pass Through Trust 1995-A1 are scheduled to be
received by the Pass Through Trustee on January 2 or July 2 or both, of each
year, commencing July 2, 1997 (such scheduled payments of interest and principal
are herein referred to as "Scheduled Payments", and January 2 and July 2 of each
year, commencing January 2, 1996, are herein referred to as "Regular
Distribution Dates"). The payment of the outstanding principal amount of the
Equipment Notes (as a result of the mandatory refinancing of such Equipment
Notes), the Company ETCs and the Procor ETC held in Pass Through Trust 1995-A2
is scheduled to be received by the Pass Through Trustee on January 2, 2006. 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 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, the Company ETCs and the Procor ETC held in the related
Pass Through Trust. Scheduled Payments of principal of the Equipment Notes held
in Pass Through Trust 1995-A1 are set forth below under "Description of the
Equipment Notes--Principal Payments." After a prepayment of some or all of the
Equipment Notes or a default in respect of some or all of such Equipment Notes,
Company ETCs or the Procor ETC, 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 of such Pass Through Trust. 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, Company ETCs or
the Procor ETC (including payments received by the Pass Through

24
<PAGE> 26

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, Company
ETCs or the Procor ETC by the Pass Through Trustee) ("Special Payments") will be
distributed (i) in the case of prepayments with respect to a voluntary
termination of the Lease, the purchase of any Units by the Company or an
ordinary Event of Loss, on a Regular Distribution Date, (ii) in the case of
prepayments with respect to a Multiple Loss (as hereinafter defined), a
refunding or refinancing of the Equipment Notes or a purchase of the Equipment
by the Company from the Owner Trustee if the Owner Participant (or an affiliate
thereof) engages in a business that is competitive with the Company's full
service railcar leasing business, on any Business Day following 15 days notice
from the Pass Through Trustee to DTC and (iii) in the case of payments received
following a default in respect of any Equipment Note, a Company ETC or the
Procor ETC, on the second day of any month (each, a "Special Distribution
Date"). The Pass Through Trustee will mail notice to the Certificateholders of
record not less than 15 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. (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 Pass Through
Certificates--Events of Default and Certain Rights Upon an Event of Default" and
"Description of the Equipment Notes--Prepayment."

Each Agreement requires that the Pass Through Trustee establish and
maintain, for the Pass Through Trust created by such Agreement 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. Each Agreement also requires that the Pass Through Trustee establish
and maintain, for the Pass Through Trust created by such Agreement and for the
benefit of the Certificateholders of such Pass Through Trust, one or more
non-interest bearing accounts (the "Special Payments Account") for the deposit
of payments representing Special Payments. Pursuant to the terms of each
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 of such Pass Through Trust on the applicable record date at its address
appearing on the register maintained with respect to such Pass Through Trust.
(Section 4.2) The final distribution for each Pass Through Trust, however, will
be made only upon presentation and surrender of the Pass Through Certificates
for such Pass Through Trust 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)

GUARANTEE

The Company will fully and unconditionally guarantee the due and punctual
distribution to Certificateholders of principal and interest payable in respect
of the Procor ETC. In addition, the

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<PAGE> 27

Company will fully and unconditionally guarantee the due and punctual
performance by Procor of its obligations under the Procor Trust Agreement.

POOL FACTORS

Unless there has been a prepayment or purchase of any Equipment Notes or a
default in respect of any Equipment Notes, a Company ETC or the Procor ETC held
in a Pass Through Trust, as described below in "Events of Default--Events of
Default and Certain Rights Upon an Event of Default" and "Description of the
Equipment Notes--Prepayment", the Pool Factor for each Pass Through Trust will
decline in proportion to the scheduled repayments of principal of the Equipment
Notes, and in the case of Pass Through Trust 1995-A2, the Company ETCs and the
Procor ETC, held in such Pass Through Trust as described under "Description of
the Equipment Notes--Principal Payments" and "Description of the ETCs--Payment
of Principal and Interest." In the event of such a prepayment, purchase or
default, the Pool Factor and the Pool Balance of each Pass Through Trust so
affected will be recomputed after giving effect thereto and notice thereof will
be mailed to Certificateholders of such Pass Through Trust.

The "Pool Balance" for each Pass Through Trust indicates, as of any Regular
Distribution Date or Special Distribution Date, the aggregate unpaid principal
amount of the Equipment Notes, and in the case of Pass Through Trust 1995-A2,
the Company ETCs and the Procor ETC held in such Pass Through Trust on such date
plus any amounts in respect of principal of such Equipment Notes, and in the
case of Pass Through Trust 1995-A2, such Company ETCs and the Procor ETC 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 in the case of Pass Through Trust 1995-A2, the Company ETCs
and the Procor ETC held in the Pass Through Trust and distribution thereof to be
made on that date. (Section 1.1)

The "Pool Factor" for each Pass Through Trust 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 issued by
such Pass Through Trust. The Pool Factor for each 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, of the Equipment Notes, and
in the case of Pass Through Trust 1995-A2, the Company ETCs and the Procor ETC,
held in such Pass Through Trust and distribution thereof to be made on that
date. (Section 1.1) The Pool Factor for each Pass Through Trust will initially
be 1.0000000; thereafter, the Pool Factor will decline as described above to
reflect reductions in the Pool Balance of such Pass Through Trust. The amount of
a Certificateholder's pro rata share of the Pool Balance of a Pass Through Trust
can be determined by multiplying the original denomination of such holder's Pass
Through Certificate of such Pass Through Trust by the Pool Factor for such Pass
Through Trust as of the Regular Distribution Date or Special Distribution Date.
The Pool Factor and the Pool Balance for each Pass Through Trust will be mailed
to Certificateholders of record of such Pass Through Trust 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, Company ETCs and the
Procor ETC on or before December 20, 1995, and that no prepayment or purchase in
respect of any Equipment Notes or default in respect of any Equipment Notes,
Company ETCs or the Procor ETC shall occur, the scheduled payment of principal
of the Equipment Notes, Company ETCs and the Procor ETC and the resulting Pool

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<PAGE> 28

Factors for the Pass Through Trusts after taking into account each such payment
are set forth below:

<TABLE>
<CAPTION>
PASS THROUGH PASS THROUGH
TRUST 1995-A1 TRUST 1995-A2
SCHEDULED PASS THROUGH SCHEDULED PASS THROUGH
PRINCIPAL TRUST 1995-A1 PRINCIPAL TRUST 1995-A2
REGULAR DISTRIBUTION DATE PAYMENTS POOL FACTOR PAYMENTS POOL FACTOR
--------------------------------------- ------------- ------------- ------------- -------------

</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 of the related Pass Through
Trust 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 of such Pass
Through Trust, 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;

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<PAGE> 29

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

(iii) the Pool Balance and the Pool Factor for such Pass Through
Trust. (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 of each Pass Through Trust 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 such
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 record of
each Pass Through Trust as the name of such Certificateholder appears on the
records of the Registrar of the Pass Through Certificates.

VOTING OF THE EQUIPMENT NOTES AND THE ETCS

The Pass Through Trustee, as holder of the Equipment Notes, and in the case
of Pass Through Trust 1995-A2, the ETCs in the respective Pass Through Trust,
has the right to vote and give consents and waivers in respect of such Equipment
Notes and ETCs, as applicable. Each 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 applicable Pass Through Trust at its
own discretion and the circumstances in which the Pass Through Trustee shall
seek instructions from the Certificateholders of such Pass Through Trust. Prior
to an Event of Default (as defined below) with respect to either Pass Through
Trust, all Equipment Notes and in the case of Pass Through Trust 1995-A2, all
ETCs held in such Pass Through Trust shall be voted for or against any action in
the same proportion as the Pass Through Certificates held by the
Certificateholders of such Pass Through Trust were actually voted. (Sections 6.1
and 10.1) Whenever the Agreements require or permit actions to be taken based
upon instructions or directions of Certificateholders of such Pass Through Trust
holding a specified percentage interest of a 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 an Agreement (an "Event of Default") is defined
as the occurrence and continuance of (i) an event of default under the Indenture
(an "Indenture Default") or (ii) an event of default under the Company Trust
Agreement or the Procor Trust Agreement (an "Equipment Trust Default"). For a
description of the Indenture Defaults under the Indenture, see

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<PAGE> 30

"Description of the Equipment Notes--Indenture Defaults, Notice and Waiver." For
a description of the Equipment Trust Defaults under the Trust Agreements, see
"Description of the ETCs--Equipment Trust Defaults and Provisions Relating
Thereto." There are no cross-default provisions in the Trust Agreements, and an
Equipment Trust Default under the Company Trust Agreement will not constitute an
Equipment Trust Default under the Procor Equipment Trust Agreement, nor will an
Equipment Trust Default under the Procor Trust Agreement (other than a Company
bankruptcy related default) constitute an Equipment Trust Default under the
Company Trust Agreement. Accordingly, if an Equipment Trust Default occurs with
respect to one Trust Agreement, but no Equipment Trust Default has occurred with
respect to the other Trust Agreement, the ETCs under the non-defaulted Trust
Agreement will continue to be held in Pass Through Trust 1995-A2, and payments
of principal and interest on such ETCs will continue to be distributed to the
holders of such Certificates as originally scheduled. However, a failure by the
Company to perform in respect of its guarantee of the due and punctual
distribution to Certificateholders of principal and interest payable in respect
of the Procor ETC and the due and punctual performance by Procor of its
obligations under the Procor Trust Agreement will constitute an Equipment Trust
Default under the Company Trust Agreement. (Section 6.1) In addition, an
Indenture Default will not necessarily result in an Equipment Trust Default nor
will an Equipment Trust Default necessarily result in an Indenture Default.

Under the 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 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 each 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 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 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
shall, declare the unpaid principal amount of the Equipment Notes to be
immediately due and payable, together with any accrued and unpaid interest
thereon. The 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 may direct the Indenture Trustee with
respect to the exercise of remedies thereunder. See "Description of the
Equipment Notes--Remedies." Accordingly, the ability of the holders of the Pass
Through Certificates issued with respect to either Pass Through Trust to cause
the Indenture Trustee to accelerate the Equipment Notes or to direct the
exercise of remedies by the Indenture Trustee will depend, in part, upon the
proportion between the aggregate principal amount of the Equipment Notes held in
such Pass Through Trust and the aggregate principal amount of all Equipment
Notes. If, for example, the Equipment Notes held in a Pass Through Trust
constitute only 45% in aggregate principal amount of the Equipment Notes, even
if all of the Certificateholders of such Pass Through Trust were to instruct the
Pass Through Trustee to direct the Indenture Trustee to accelerate the Equipment
Notes, the Equipment Notes so voted by such Pass Through Trust in favor of
acceleration would not alone be sufficient under the terms of the Indenture to
compel the Indenture Trustee to act. Moreover, there would be no assurance that
the Certificateholders of the other Pass Through Trust would at such time vote
the Equipment Notes held in such Pass Through Trust in favor of acceleration.
Each Pass Through Trust will hold Equipment Notes with different terms than the
Equipment Notes held in the other Pass Through Trust and therefore the
Certificateholders of one Pass Through Trust may have divergent or conflicting
interests from those of the Certificateholders of the other Pass Through Trust.
In addition, so long as the same institution acts as Pass

29
<PAGE> 31

Through Trustee of both Pass Through Trusts, in the absence of instructions from
the Certificateholders of any such Pass Through Trust, the Pass Through Trustee
could for the same reason be faced with a potential conflict of interest upon an
Indenture Default.

Each Agreement provides that, so long as an Indenture Default shall have
occurred and be continuing, the Pass Through Trustee of the Pass Through Trust
created by such Agreement may vote all of the Equipment Notes, and upon the
direction of the holders of Pass Through Certificates evidencing fractional
undivided interests aggregating not less than a majority in interest of such
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 and any accrued and unpaid
interest thereon to be due and payable. Each Agreement also provides that, if an
Indenture Default shall have occurred and be continuing, the Pass Through
Trustee of the Pass Through Trust created by such Agreement may, and upon the
direction of the holders of the Pass Through Certificates evidencing fractional
undivided interests aggregating not less than a majority in interest of such
Pass Through Trust shall, vote all of the Equipment Notes 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 the Indenture.
(Sections 6.1 and 6.4)

As an additional remedy, if an Indenture Default shall have occurred and be
continuing, each Agreement provides that the Pass Through Trustee of the Pass
Through Trust created by such Agreement 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 such Pass Through Trust
shall, sell all or part of the Equipment Notes that are held in such Pass
Through Trust for cash to any person. In addition, if the Owner Trustee elects
to purchase all of the outstanding Equipment Notes in lieu of prepayment, the
Pass Through Trustee shall sell such Equipment Notes to the 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 for such Pass Through Trust 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. Furthermore, so long
as the same institution acts as Pass Through Trustee of both Pass Through
Trusts, it may be faced with a conflict in deciding from which Pass Through
Trust to sell Equipment Notes to available buyers. 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 of such
Pass Through Trust will receive a smaller amount of principal distributions than
anticipated and will not have any claim for the shortfall against the Company,
the Owner Participant, the Owner Trustee in its individual capacity or any
affiliate thereof, or the Pass Through Trustee. Furthermore, neither the Pass
Through Trustee nor the Certificateholders of such Pass Through Trust 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)

Each Trust Agreement provides that, if an Equipment Trust Default shall
occur and be continuing thereunder, the Equipment Trust Trustee may, and upon
the instructions of the holders of a majority in aggregate principal amount of
the ETCs issued thereunder shall, declare the unpaid principal amount of such
ETCs to be immediately due and payable, together with any accrued and unpaid
interest thereon. Each Trust Agreement further provides that, if an Equipment
Trust Default shall occur and be continuing thereunder, the holders of a
majority in aggregate principal amount of the ETCs issued thereunder may direct
the Equipment Trust Trustee with respect to the exercise of remedies thereunder.
See "Description of the ETCs--Equipment Trust Defaults and Provisions Relating
Thereto." Accordingly, since all of the ETCs will be held in Pass Through Trust
1995-A2, the holders of such Pass Through Certificates will have the ability to
cause the Equipment Trust

30
<PAGE> 32

Trustee to accelerate the ETCs issued under a Trust Agreement and to direct the
exercise of remedies by the Equipment Trust Trustee under a Trust Agreement.

The Agreement creating Pass Through Trust 1995-A2 provides that, so long as
an Equipment Trust Default under either Trust Agreement shall have occurred and
be continuing, the Pass Through Trustee may vote the ETCs issued under the
defaulted agreement and, upon the direction of the holders of Pass Through
Certificates evidencing fractional undivided interests aggregating not less than
a majority in interest in such Pass Through Trust, the Pass Through Trustee
shall vote a corresponding majority of the principal amount of the ETCs under
the defaulted agreement in favor of directing the Equipment Trust Trustee to
declare the unpaid principal amount of such ETCs and any accrued and unpaid
interest thereon to be due and payable. Such Agreement also provides that, if an
Equipment Trust Default under either Trust Agreement shall have occurred and be
continuing, the Pass Through Trustee of the Pass Through Trust 1995-A2 may, and
upon the direction of the holders of the Pass Through Certificates, Series
1995-A2 evidencing fractional undivided interests aggregating not less than a
majority in interest in such Pass Through Trust shall, vote the ETCs issued
thereunder in favor of directing the Equipment Trust Trustee as to the time,
method and place of conducting any proceeding for any remedy available to such
Equipment Trust Trustee or of exercising any trust or power conferred on the
Equipment Trust Trustee. In addition, if an Equipment Trust Default has occurred
and is continuing under the Procor ETC, the Pass Through Trustee may, and upon
direction of the holders of Certificates evidencing fractional undivided
interests aggregating not less than a majority in interest of such Pass Through
Trust shall, commence the exercise of remedies against the Company under its
guarantee of the due and punctual distribution to Certificateholders of
principal and interest payable in respect of the Procor ETC. (Sections 6.1, 6.4)

As an additional remedy, if an Equipment Trust Default shall have occurred
and be continuing, the Agreement creating Pass Through Trust 1995-A2 provides
that the Pass Through Trustee of such Pass Through Trust may, and upon the
direction of the holders of Certificates evidencing fractional undivided
interests aggregating not less than a majority in interest of such Pass Through
Trust shall sell the ETCs in default or a portion thereof for cash to any
person. The Pass Through Trustee is required to give notice to Procor of its
proposed sale of the Procor ETC at least 20 days prior to such proposed sale.
Such notice shall constitute an offer to sell the Procor ETC to Procor for a
price equal to the outstanding principal amount thereof, plus all accrued and
unpaid interest thereon, and all other amounts due and owing with respect
thereto. If, prior to the expiration of such 20 day period, Procor pays such
purchase price to the Pass Through Trustee, the Procor ETC will be transferred
to Procor. If Procor does not pay such purchase price prior to the expiration of
such period, the Pass Through Trustee may sell the Procor ETC to any person.
(Section 6.1) 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, 4.2,
6.2) The market for equipment trust certificates in default may be very limited
and there can be no assurance that an ETC in default could be sold for a
reasonable price. If the Pass Through Trustee sells a Company ETC for less than
its outstanding principal amount, the Certificateholders of Pass Through Trust
1995-A2 will receive a smaller amount of principal distributions than
anticipated and will not have any claim for the shortfall amount against the
Company or the Pass Through Trustee. If the Pass Through Trustee sells the
Procor ETC for less than its outstanding principal amount, plus all accrued and
unpaid interest thereon and all other amounts due and owing with respect
thereto, the Certificateholders will have a claim for the shortfall amount
against the Company pursuant to its guarantee. See "--Guarantee."

Any amount distributed to the Pass Through Trustee of either Pass Through
Trust following an Indenture Default under the Indenture and any amount
distributed to the Pass Through Trustee of Pass Through Trust 1995-A2 following
an Equipment Trust Default under either Trust Agreement shall be deposited in
the Special Payments Account for such Pass Through Trust and shall be
distributed to the Certificateholders of such Pass Through Trust on a Special
Distribution Date. In addition, if, following an Indenture Default under any
Indenture, the Owner Trustee exercises its

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<PAGE> 33

option to prepay or purchase the outstanding Equipment Notes 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 shall be
deposited in the Special Payments Account for such Pass Through Trust and shall
be distributed to the Certificateholders of such Pass Through Trust on a Special
Distribution Date. (Sections 4.1 and 4.2)

Any funds representing payments received with respect to an Equipment Note
or ETC in default, or the proceeds from the sale by the Pass Through Trustee of
such Equipment Note or ETC, held by the Pass Through Trustee in the Special
Payments Account for such Pass Through Trust 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)

Each 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 created by such Agreement, give to the Certificateholders of such
Pass Through Trust notice, transmitted by mail, of all uncured or unwaived
defaults under such 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 an Equipment Note or an ETC, as applicable, the Pass Through Trustee shall be
protected in withholding such notice if it in good faith determines that the
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 an 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)

Each 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 of the Pass Through Trust relating to
such Agreement before proceeding to exercise any right or power under such
Agreement at the request of such Certificateholders. (Section 7.3)

The holders of Pass Through Certificates of a Pass Through Trust evidencing
fractional undivided interests aggregating not less than a majority in interest
of such Pass Through Trust may on behalf of the holders of all Pass Through
Certificates of such Pass Through Trust 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 or the Equipment Trust Trustee with respect thereto, except (i) a
default in payment of principal of, Make-Whole Amount, if any, or interest on,
an Equipment Note or an ETC, as applicable, 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 of such Pass Through Trust
affected thereby. (Section 6.5) The Indenture provides that, with certain
exceptions, the holders of a majority in aggregate unpaid principal amount of
the Equipment Notes may on behalf of all such holders waive any past default or
Indenture Default thereunder. (Indenture, Section 5.06) For a discussion of
waivers of Indenture Defaults under the Indenture, see "Description of the
Equipment Notes-- Indenture Defaults, Notice and Waiver." Each Trust Agreement
provides that, with certain exceptions, the holders of a majority in aggregate
unpaid principal amount of the ETCs outstanding thereunder may on behalf of all
such holders waive any past default or Equipment Trust Default thereunder.
Therefore, if the Certificateholders of a Pass Through Trust or Trusts waive a
past default or Event of Default under the respective related Agreements such
that the principal amount of the Equipment Notes or ETCs, as applicable, held
either individually in such Pass Through Trust or in the aggregate in such Pass
Through Trusts constitutes the required majority in aggregate unpaid principal
amount under the Indenture or applicable Trust Agreement, as applicable, such
past default or Indenture Default under such Indenture or Equipment Trust
Default under the Equipment Trust Agreement, as applicable, shall be waived. For
a discussion of waivers of

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<PAGE> 34

Equipment Trust Defaults under the Trust Agreements, see "Description of the
ETCs--Equipment Trust Defaults and Provisions Relating Thereto."

MODIFICATION OF THE AGREEMENTS

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

Each Agreement also contains provisions permitting the Company and, in the
case of Pass Through Trust 1995-A2, Procor and the Pass Through Trustee, with
the consent of the holders of Pass Through Certificates or the Pass Through
Trust created by such Agreement evidencing fractional undivided interests
aggregating not less than a majority in interest of such Pass Through Trust,
enter into supplements to such Agreement adding any provisions to or changing or
eliminating any of the provisions of such Agreement or modifying the rights of
the Certificateholders, except that no such supplement to such 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 ETCs, as applicable, held in such
Pass Through Trust, or distributions in respect of any related Pass Through
Certificate, or change any date of payment on any such 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 of such Pass Through Trust to institute suit for the
enforcement of any such payment when due, (ii) permit the disposition of the
Equipment Notes or the ETCs, as applicable, held in such Pass Through Trust,
except as provided in such Agreement or (iii) reduce the percentage of the
aggregate fractional undivided interests of the Pass Through Trust provided for
in such Agreement, the consent of the holders of which is required for any such
supplement to such Agreement or for any waiver provided for in such Agreement.
(Section 9.2)

MODIFICATION OF LEVERAGED LEASE AND TRUST AGREEMENTS

In the event that the Pass Through Trustee, as the holder of any Equipment
Note or, in the case of Pass Through Trust 1995-A2 ETC held in a Pass Through
Trust, receives a request for its consent to any amendment, modification or
waiver under the Indenture, Lease or other document relating to such Equipment
Notes or under a Trust Agreement or other agreement relating to an ETC, the Pass
Through Trustee shall mail a notice of such proposed amendment, modification or
waiver to each Certificateholder of such Pass Through Trust 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 or, in the case of Pass Through Trust
1995-A2 ETCs in such Pass Through Trust in the same proportion as the Pass
Through Certificates of such Pass Through Trust were actually voted by the
holders thereof by a certain date. Notwithstanding the foregoing, if any Event
of Default under the related 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. (Section 10.1)

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<PAGE> 35

TERMINATION OF THE PASS THROUGH TRUSTS

Each Agreement will terminate upon the distribution to all
Certificateholders of the Pass Through Trust of all amounts required to be
distributed to them pursuant to such Agreement and the disposition of all
property held in such Pass Through Trust. The Pass Through Trustee will mail to
each Certificateholder of record of such Pass Through Trust notice of the
termination of such 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 of such Pass Through Trust 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)

DELAYED PURCHASE; EXTRAORDINARY DISTRIBUTION

Earnings on Specified Investments in the escrow account in excess of
amounts required to be paid to Certificateholders for each Pass Through Trust
will be paid to the Company periodically and the Company will be responsible for
any losses. 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 and ETCs
on or prior to December 30, 1995, whether due to the physical unavailability of
Units, the failure by the Owner Trustee to issue Equipment Notes on or prior to
such date, the failure of an Equipment Trust Trustee to issue ETCs 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, 1996, at the rate appertaining to
the applicable Pass Through Certificates, but without premium, will be
distributed on January 2, 1996 to the Certificateholders of record as of
December 19, 1995. (Section 2.1 (b)).

The Company will pay to the Pass Through Trustee on January 2, 1996 an
amount equal to the amount, if any, distributable by the Pass Through Trustee on
such date and thereupon will be entitled to any balance in the escrow account.
On the Regular Distribution Date occurring on July 2, 1996, the Company will
also pay to the Pass Through Trustee an amount equal to the difference between
the interest accrued on any Equipment Notes or ETCs, as applicable, purchased
after the issuance of the Pass Through Certificates and the interest that would
have accrued on such Equipment Notes or ETCs if they had been purchased at the
time of issuance of the Pass Through Certificates.

THE PASS THROUGH TRUSTEE

The First National Bank of Chicago will be the Pass Through Trustee for
each of the two Pass Through Trusts. 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 Agreements, the Pass Through Certificates,
the Equipment Notes, the ETCs, the Indenture, the Lease, the Trust Agreements or
other related documents. (Section 7.4) The First National Bank of Chicago also
will initially be the Indenture Trustee of the Indenture under which the
Equipment Notes are issued and the Equipment Trust Trustee under the Trust
Agreements.

The Pass Through Trustee may resign with respect to either or both of the
Pass Through Trusts at any time, in which event the Company and Procor 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 related Agreement; becomes
incapable of acting as Pass Through Trustee; or becomes adjudged a bankrupt or
insolvent, the Company or Procor may remove the Pass Through Trustee, or any
holder of Pass Through Certificates of such Pass Through Trust 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 with respect to a Pass Through Trust and appointment of a
successor trustee

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<PAGE> 36

for such 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 each Agreement with respect
to the related Pass Through Trust. All references in this Prospectus to the Pass
Through Trustee are to the Pass Through Trustee acting in such capacity under
each of the Pass Through Trusts and should be read to take into account the
possibility that the two Pass Through Trusts could each have a different
successor trustee in the event of such a resignation or removal.

Each Agreement provides that the Company and, in the case of Pass Through
Trust 1995-A2, Procor, will pay the Pass Through Trustee's fees and expenses,
other than a portion of the initial fees and reasonable actual disbursements of
the Pass Through Trustee, which shall be paid by the Owner Trustees. Each
Agreement further provides that the Pass Through Trustee will be entitled to
indemnification by the Company and, in the case of Pass Through Trust 1995-A2,
Procor, 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 related 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, as
well as under various trusts relating to other leveraged lease transactions to
which the Company is a party. 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
Indenture, the Lease and the Participation Agreement, 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 Indenture, the Lease and the Participation Agreement.

GENERAL

Each series of Equipment Notes will be issued under the Indenture between
State Street Bank and Trust Company, as Owner Trustee of an owner trust for the
benefit of an Owner Participant, and The First National Bank of Chicago, as
Indenture Trustee.

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

PAYMENTS OF PRINCIPAL AND INTEREST

The aggregate principal amount of the Equipment Notes issued with respect
to the Equipment covered by the Lease will be $ .

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<PAGE> 37

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 January 2, 1996. Such interest will be computed on
the basis of a 360-day year of twelve 30-day months. The principal of each %
Equipment Note held in Pass Through Trust 1995-A1 will be payable as set forth
below:

<TABLE>
<CAPTION>
PRINCIPAL
PAYMENT DATES PAYMENT
------------- -------------
<S> <C> <C>
$

------------- --------------
Total.......................................
============= ==============
</TABLE>

The % Equipment Notes held in Pass Through Trust 1995-A2 will amortize as
to principal commencing on July 2, 2006, with the final payment of principal due
on January 2, 2011; however, such Equipment Notes are required to be prepaid on
January 2, 2006 pursuant to a mandatory refinancing. See "--Prepayment."

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, residual value and condition (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 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 the 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 as of
the prepayment date (after deducting therefrom the scheduled principal
installment, if any, due on the prepayment date) by a fraction, the

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<PAGE> 38

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 the
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 (as defined
below) will be payable in the event of a prepayment under such circumstances.
See "Description of the Equipment Notes--The Lease--Events of Loss." (Lease,
Section 11; Indenture, Section 2.10)

In addition, under the Lease 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 after January 2, 2003, 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 (ii) on January 2, 2006 with respect to any or all
of the Units (the "Early Purchase Date") if the Company exercises its option to
purchase such Unit or (iii) 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 of the purchase option described in clause (iii) above to assume on a
full recourse basis all of the Owner Trustee's obligations in respect of the
Equipment Notes and acquires the purchased Units subject to the lien of the
related Indenture, 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 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 the 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) of this on such
prepayment date, plus, other than with respect to the exercise of the purchase
option described in clause (ii) above, a premium as set forth below (a
"Make-Whole Amount"). Such prepayment is to be made on the date which is the
Lease termination date for such Unit. See "Description of the Equipment
Notes--The Lease--Termination." (Lease, Section 10 and 22.1; Indenture, Section
2.10; Participation Agreement, Section 6.9)

The Equipment Notes held in Pass Through Trust 1995-A2 are required to be
prepaid at a price equal to the unpaid principal amount thereof, together with
accrued but unpaid interest thereon to but not including the prepayment date, as
part of a mandatory refinancing, to be arranged by the Company, of the Equipment
Notes held by such Pass Through Trust on the final distribution date applicable
to the Pass Through Certificates, Series 1995-A2.

Voluntary Prepayments. Subject to certain restrictions, the Company may
require the relevant Owner Participant and Owner Trustee and the 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 Agreement, Section 10.2; Indenture, Section 2.10)

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 the Lease, having exercised (or given notice of its
intention to exercise) any remedy in respect of the Units under the Lease, (iii)
one or more Lease Events of Default having occurred under the 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

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<PAGE> 39

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 purchase 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 January 2 and July 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 Lease Event of Default
under the 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.

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<PAGE> 40

SECURITY

The Equipment Notes will be secured by (i) an assignment by the Owner
Trustee to the Indenture Trustee of the Owner Trustee's rights (other than
certain excepted rights reserved to the Owner Trustee) under the Lease 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 the 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
Lease; however, for so long as Equipment Notes under the Indenture are
outstanding, the Indenture Trustee shall retain the right to receive payments of
rent due under the Lease. The assignment by the Owner Trustee to the Indenture
Trustee of its rights under the Lease excludes certain rights of the Owner
Trustee and the Owner Participant including rights relating to indemnification
by the Company for certain matters and to insurance proceeds payable to the
Owner Trustee in its individual capacity and as Owner Trustee and to the Owner
Participant under liability insurance maintained by the Company under the Lease.
(Indenture, 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 will respect to such Equipment, 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 Lease), in
certain investments described in the Lease. The Company will pay the amount of
any loss resulting from any such investment directed by it. (Indenture, Section
7.04)

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 or mandatory prepayment or purchase
by the Owner Trustee) will be made only from the assets subject to the lien of
the Indenture or the income and proceeds received by the Indenture Trustee
therefrom (including rent payable by the Company under the Lease). The Equipment
Notes are not obligations of, or guaranteed by, the Company. Neither the Owner
Trustee, in its individual capacity, the Owner Participant 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 Trustee, in its individual capacity,
or the Owner Participant, to the Indenture Trustee for any amounts payable under
the Equipment Notes or, except as provided in the Indenture, for any liability
under the Indenture. (Indenture, Section 2.03)

Except as otherwise provided in the Indenture, the Owner Trustee in its
individual capacity shall not be answerable or accountable under the Indenture
or under the Equipment Notes under any circumstances except for its own wilful
misconduct or gross negligence. The Owner Participant will not have any duty or
responsibility under the Indenture or the Equipment Notes to the Indenture
Trustee or to any holder of any Equipment Note. (Indenture, Section 2.03)

INDENTURE DEFAULTS, NOTICE AND WAIVER

Indenture Events of Default under the 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 the Indenture, the
Equipment Notes or the Participation Agreement continuing for a period of 30
days after written notice by the Indenture Trustee or any holder of an Equipment
Note, (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 State Street Bank and Trust Company in its individual capacity) or the Owner
Participant in the Participation Agreement or in any document or certificate
furnished to

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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 5.01)

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 the Lease, shall have exercised (or given notice of its intention to
exercise) any remedies in respect of the Units under the 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
than all, of the Equipment Notes then outstanding under the 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 5.04(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 the
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 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 the 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 in the aggregate
$5,000,000, as adjusted annually for inflation. (Indenture, Section 5.04(a))

The 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 6.01)

The holders of a majority in aggregate principal amount of the outstanding
Equipment Notes issued under the 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, Make-Whole Amount, if any, or
interest on any such Equipment Note or a default in respect of any covenant or

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<PAGE> 42

provision of the Indenture that cannot be modified or amended without the
consent of each holder of an Equipment Note affected thereby. (Indenture,
Section 5.06)

REMEDIES

If an Indenture Default shall occur and be continuing under the 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
the Indenture shall, declare the unpaid principal of all such Equipment Notes
outstanding under the 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 the 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 the 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 the 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. (Indenture, Section 5.02)

The Indenture provides that if any Indenture Default under the Indenture
has occurred and is continuing the Indenture Trustee may exercise certain rights
or remedies available to it under applicable law, including (if the Lease has
been declared in default) one or more of the remedies under the Indenture or the
Lease. The Indenture Trustee's right to exercise remedies under the 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 the Indenture for a period of 90 days. Further, the Indenture
Trustee may not exercise remedies under the 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
5.03(a) and (c), 5.04(c) and 5.05; 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 6.02 and 6.03)

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)

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<PAGE> 43

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 the Owner Participant, it is possible
that, notwithstanding that the Equipment is owned by the Owner Trustee in trust
for the benefit of the Owner Participant, such Equipment, the Lease and the
Equipment Notes might become part of the bankruptcy proceeding. In such event,
payments under the Lease or 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 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 the Lease. In such event, there could be no assurance that the amount of
any claim for damages under the Lease that would be allowed in such bankruptcy
case would be in an amount sufficient to provide for the repayment of the
Equipment Notes. In any case, rejection of the Lease by the Company or its
bankruptcy trustee would not deprive the Indenture Trustee of its security
interest in the Units.

MODIFICATION OF THE INDENTURE AND THE LEASE

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

Certain provisions of the Lease and the 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 the
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 the 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 the Lease and the
option of the Company at the end of the term of the Lease to purchase any or all
of the Equipment. (Indenture, Section 10.05)

Without the consent of the holder of each Equipment Note outstanding under
the Indenture, no amendment or modification of the 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 the 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 the Indenture of the benefit of the Lien of the
Indenture or (c) reduce the percentage in principal amount of outstanding
Equipment Notes issued under the Indenture necessary to modify or amend any
provision of the Indenture or to waive compliance therewith. (Indenture, Section
10.01)

THE LEASE

Terms and Rentals. The Equipment subject to the Lease will be leased by the
Owner Trustee to the Company for a term commencing on the delivery date thereof
and expiring on January 2, 2011, unless previously terminated as permitted by
the Lease. The rent payments under the 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, 1996, and will be used to make payments of principal
of and interest due on the Equipment Notes, which will in turn furnish the funds
to be distributed by the

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Pass Through Trustee to the Certificateholders on January 2 and July 2 of each
year. (Lease, Section 3.2; Indenture, Section 3.01) The Company has also agreed
to pay under the Lease on January 2, 1996 such amounts (to the extent not paid
by the Owner Participant) as necessary to enable the Indenture Trustee to
receive the scheduled payment of principal and interest on the Equipment Notes
relating to the Lease. (Lease, Section 3.5) Rental payments that the Company is
obligated to make or cause to be made under the Lease will not be less than the
scheduled payments of principal of and interest on the Equipment Notes under the
Indenture except for the prepayment of principal required to be made as part of
a mandatory refinancing of the Equipment Notes held by Pass Through Trust
1995-A2 on the final distribution date for such Pass Through Trust. In certain
cases, the semi-annual basic rent payments under the Lease may be adjusted, but,
except as described below, under no circumstances will such rent payments be
adjusted so as to be less than the corresponding scheduled payments of principal
of and interest on the Equipment Notes. (Participation Agreement, Section 2.6;
Lease, Section 3) The balance of any such semi-annual rent payment under the
Lease, after payment of the scheduled principal of, and interest on the
Equipment Notes, will be paid over to or for the account of the Owner
Participant as the beneficial owner of the Equipment covered by the Lease.
(Lease, Section 3)

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. (Lease, 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 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. (Lease, 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 will have the right to use the Equipment,
subject to the 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
Mexico, subject to the provisions of the Lease, the Company shall make all
registration 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. The
Company may not sublease any Unit for a term that extends beyond the term of the
Lease nor may it sublease any Unit on terms and conditions that are not
consistent with the terms 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. (Lease, 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
Indenture.

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Maintenance. The Company, at its own cost and expense, is required to
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. (Lease, Section 8)

Liens. The Equipment will be maintained free of any liens, other than the
respective rights of the Owner Participant, the Owner Trustee, the Indenture
Trustee, the holders of the Equipment Notes, the Company and any permitted
sublessee arising under the Lease, the Indenture, the Participation Agreement
and the Trust Agreement between the Owner Trustee and the Owner Participants
pursuant to which the Owner Trustee acts as trustee for the benefit of the Owner
Participant, and other than, in the case of the Equipment, certain limited liens
permitted under the Lease and the Indenture, 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. (Lease, 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 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. (Lease, 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 the Lease with respect to specific
groups of Equipment subject to the 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 Lease), 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 January 2, 2003, 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

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<PAGE> 46

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, the Make-Whole Amount, if any. 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, the Make-Whole Amount, if applicable, 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 will 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 the Owner
Participant have also been paid, the Lease will terminate with respect to such
Terminated Units and the obligation of the Company thereafter to make rent
payments with respect thereto shall cease. (Lease, Sections 3.6, 10.1, 10.2 and
10.4, Indenture, 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. (Lease,
Section 10.3)

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 will have the
right to purchase on January 2, 2006 any or all of such Units subject to each
Lease at the option prices set forth in the Lease. The Company may exercise its
early purchase option in whole or in part 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, a portion of the purchase price will be
used to prepay the Equipment Notes relating to the purchased Units. (Lease,
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 is required to give notice to the Owner Trustee in accordance with the
terms of the 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 economic 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 (i) the Rent Payment
Date immediately following the date the Company delivers notice of such election
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. All funds to be paid or deposited with the Owner
Trustee as described in this paragraph will, so long as the applicable Indenture
shall not have been discharged, be deposited directly with the Indenture Trustee
and will 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 will terminate
with respect to such Unit, title thereto will be transferred to the Company and
the obligation of the Company thereafter to make rent payments with respect
thereto will cease, except for indemnification obligations which

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otherwise may have accrued. (Lease, 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 (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). (Lease, 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, (h) failure of the Company to
arrange for the prepayment of the Equipment Notes held by Pass Through Trust
1995-A2 pursuant to a mandatory refinancing on the final distribution date for
such Pass Through Trust and

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(i) the occurrence of certain events of bankruptcy, reorganization or insolvency
of the Company. (Lease, Section 14)

If a Lease Event of Default under the Lease has occurred and is continuing,
and the 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. (Lease, Section 15)

THE PARTICIPATION AGREEMENT

The Company is required to indemnify the 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 the Owner Participant against the loss
of depreciation deductions and certain other benefits allowable for certain
income tax purposes with respect to the Equipment. (Participation Agreement,
Section 7) Subject to certain restrictions, the Owner Participant may transfer
its beneficial interest in the owner trust.

The 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 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 purchase the
Equipment for a purchase price equal to the greater of the Termination Value or
the then appraised fair market value, each calculated as of the designated
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 Equipment, unless the Company elects to assume the Equipment Notes on a full
recourse basis, the purchase price shall be used to prepay the Equipment Notes
and the applicable Make-Whole Amount shall be paid. The Participation Agreement
requires the Owner Trustee to effect a refinancing of the Equipment Notes held
by Pass Through Trust 1995-A2 on or prior to the final distribution date for the
Pass Through Certificates issued thereunder. See "Description of the Equipment
Notes--Prepayment." (Participation Agreement, Section 6.9)

Under the 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, is 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 Lease and of the Indenture
Trustee under the Indenture. (Participation Agreement, Section 6.8)

DESCRIPTION OF THE ETCS

The Company ETCs are to be issued under and pursuant to the provisions of
the Company Trust Agreement between the Company and The First National Bank of
Chicago, as trustee, creating Union Tank Car Company Equipment Trust (Series 25)
(the "Company Trust"). The Procor ETC is to be issued under and pursuant to the
provisions of the Procor Trust Agreement between Procor

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and The First National Bank of Chicago, as trustee, creating Procor Limited
Equipment Trust (Series 25-Can) (the "Procor Trust"). 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 ETCs and the Trust Agreements. Citations to the relevant
sections of the Trust Agreements appear below in parentheses.

ISSUANCE

The Company ETCs will be limited to $18,786,000 aggregate principal amount,
and the Procor ETC will be limited to $11,450,000 aggregate principal amount.
The Company ETCs and the Procor ETC will be issued against the deposit with the
Equipment Trust Trustee by the Pass Through Trustee of like amounts of Deposited
Cash. The Company ETCs will represent an interest equal to its principal amount
in the Company Trust, and the Procor ETC will represent an interest equal to its
principal amount in the Procor Trust.

PAYMENT OF PRINCIPAL AND INTEREST

The ETCs, which will not amortize as to principal, mature on January 2,
2006. Interest will be payable on the unpaid principal amount of the ETCs at the
rate of % per annum on January 2 and July 2 of each year, commencing January
2, 1996. (Section 2.02)

GUARANTIES

The Company will fully and unconditionally guarantee (i) the payment as and
when due of the principal of and interest on the Company ETCs and (ii) the due
and punctual distribution to Certificateholders of principal and interest
payable in respect of the Procor ETC and the due and punctual performance by
Procor of its obligations under the Procor Trust Agreement. For a description of
the Company guarantee of Procor's obligations under the Procor Trust Agreement,
see "Description of the Equipment Trust Pass Through Certificates--Guarantee."
Procor will fully and unconditionally guarantee the payment as and when due of
the principal of and interest on the Procor ETC.

REDEMPTION

The ETCs are not redeemable prior to maturity.

SECURITY

The Company Trust Agreement will provide for the sale by the Company to the
Equipment Trust Trustee of railway tank cars and other rail cars of the types
used in the Company's business having an estimated cost of approximately
$25,049,000 (133 1/3% of the aggregate principal amount of the Company ETCs).
(Section 3.01) The Procor Trust Agreement will provide for the sale by Procor to
the Equipment Trust Trustee of railway tank cars and other rail cars of the
types used in Procor's business having an estimated cost of approximately
$15,267,000 (133 1/3% of the aggregate principal amount of the Procor ETC).
(Section 3.01) None of the Equipment to be initially subject to the Company
Trust or the Procor Trust will have been in use prior to December 1, 1994 or
February 1, 1993, respectively. For the purpose of determining the cost of any
unit of Equipment built by the Company or Procor, so-called "car builder's cost"
(which includes direct cost of labor, material and overhead, but excludes any
manufacturing profit) will be used; otherwise the actual cost to the Company or
Procor will be used. (Section 1.01) Of the Equipment which the Company and
Procor initially propose to subject to the Company Trust and the Procor Trust,
all of the railway tank cars have been or will be built either by the Company or
Procor, and all of the other rail cars have been built by other manufacturers.

When and as any of the Trust Equipment shall be delivered to the Equipment
Trust Trustee, the Equipment Trust Trustee will pay to the Company or Procor, as
applicable, out of Deposited Cash

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an amount which will not exceed 75% of the aggregate cost (without deduction for
depreciation) of such Trust Equipment, and the balance of the cost will be paid
by the Equipment Trust Trustee from advance rentals paid to the Equipment Trust
Trustee by the Company or Procor, as applicable. (Sections 3.01, 3.02, 3.03)
Until so paid out, Deposited Cash and other funds held by the Equipment Trust
Trustee pending delivery to it of Trust Equipment may be invested, at the risk
of the Company or Procor, as applicable, in direct obligations of the United
States, in certain obligations guaranteed by the United States, in certificates
of deposit or time deposits or in prime commercial paper. (Sections 1.01, 8.04)

The Trust Agreements will contain provisions requiring the Company and
Procor to cause such agreements and each supplement thereto, promptly after the
execution and delivery thereof, to be recorded with the Interstate Commerce
Commission and deposited with the Registrar General of Canada. In addition, the
Company and Procor will be required to take similar actions in all other
jurisdictions required by law or reasonably requested by the Equipment Trust
Trustee for the purposes of proper protection of the Equipment Trust Trustee's
title to the Trust Equipment subject thereto and the rights of the holders of
the ETCs; provided, however, that the Company and Procor shall not be required
to so record in any jurisdiction if (1) in the opinion of the Company or Procor,
as applicable, such recording would be unduly burdensome, and (2) after giving
effect to such failure to record, the Company or Procor, as applicable, has
taken all action required by law to protect the title of the Equipment Trust
Trustee to Trust Equipment subject to the Company Trust or the Procor Trust
having a value (defined as the greater of (a) the actual value of such Trust
Equipment and (b) the cost thereof less 1/20th of such cost for each year the
Trust Equipment has been in use) of not less than 90% of the value of all such
Trust Equipment. (Section 6.04)

The Company Trust Agreement will provide for the lease to the Company of
all the Trust Equipment subject to such agreement for a period commencing on
September 20, 1995 with respect to Trust Equipment sold to the Equipment Trust
Trustee on such date and on the date (which shall be not later than December 19,
1995) on which the other Trust Equipment is sold to the Equipment Trust Trustee
and ending January 2, 2006. The rent and other amounts payable by the Company
will be sufficient to enable the Equipment Trust Trustee to pay when due the
principal of and interest on the Company ETCs, as well as all the expenses of
the Company Trust and certain other charges. At the termination of the lease and
after all payments due or to become due from the Company under the Company Trust
Agreement shall have been fully made, such payments shall be applied and treated
as purchase money as the full purchase price of the Trust Equipment, and title
to all Trust Equipment held in the Company Trust shall vest in the Company.
(Sections 4.01, 4.04, 4.05)

The Procor Trust Agreement will provide for the conditional sale to Procor
of all the Trust Equipment subject to such agreement and will obligate Procor to
make payments to the Equipment Trust Trustee during the period commencing on
September 20, 1995 and ending January 2, 2006. The payments in respect of the
purchase of the Trust Equipment and other amounts payable will be sufficient to
enable the Equipment Trust Trustee to pay when due the principal of and interest
on the Procor ETC, as well as all the expenses of the Procor Trust and certain
other charges. After all payments due or to become due from Procor under the
Procor Trust Agreement shall have been fully made, such payments shall be deemed
to represent payment of the full purchase price for Procor's purchase of the
Trust Equipment, and title to all Trust Equipment held in the Procor Trust shall
vest in Procor. (Sections 4.01, 4.04, 4.05)

Each Trust Agreement will permit the possession and use of the Trust
Equipment in the Company's or Procor's business, as applicable, including the
sublease thereof to others subject to the terms and conditions of such
agreement. (Section 4.09)

The Trust Equipment subject to the Company Trust Agreement will not secure
the payment of the Procor ETC, and the Trust Equipment subject to the Procor
Trust Agreement will not secure the payment of the Company ETCs. The Trust
Equipment subject to the Company Trust Agreement will secure the Company ETC
issued on September 20, 1995 as well as the Company ETC to be issued

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not later than December 19, 1995, and a default under either Company ETC will
constitute a default under the other Company ETC. The Equipment subject to the
Lease will not secure the payment of the Company ETCs or the Procor ETC.

MAINTENANCE, RELEASE AND SUBSTITUTION OF TRUST EQUIPMENT

The Company and Procor will be required to maintain and keep the relevant
Trust Equipment in good order and proper repair unless and until it becomes worn
out, unsuitable for use, lost or destroyed (a "Casualty Occurrence"). The Trust
Agreements will provide that, whenever Trust Equipment having a value of
$250,000 shall have suffered a Casualty Occurrence, the Company or Procor, as
applicable, shall either deposit with the Equipment Trust Trustee an amount in
cash equal to the value of such Trust Equipment as of the date of the Casualty
Occurrence or convey to the Equipment Trust Trustee units of Equipment with a
value at least equal to the value of such Trust Equipment as of the date of the
Casualty Occurrence. (Section 4.08)

Each Trust Agreement will provide that if the aggregate cost of the Trust
Equipment initially delivered to the Equipment Trust Trustee by the Company or
Procor, as applicable, shall exceed 133 1/3% of the aggregate principal amount
of the relevant Company ETC or the Procor ETC, the Equipment Trust Trustee, upon
request of the Company or Procor, as applicable, shall release Trust Equipment
from the Company Trust or the Procor Trust, as applicable, having an aggregate
cost of not more than the amount of such excess. (Section 3.01)

Each Trust Agreement will provide for the release by the Equipment Trust
Trustee of any Trust Equipment upon request of the Company or Procor, as
applicable, and upon (a) the conveyance to the Equipment Trust Trustee of other
Equipment (irrespective of when first put into use) of value not less than the
value of the Trust Equipment to be released or (b) the payment to the Equipment
Trust Trustee of cash in an amount not less than the value of the Trust
Equipment to be released. Any cash so deposited (and any cash deposited as
provided in the second preceding paragraph) will be paid over by the Equipment
Trust Trustee to the Company or Procor, as applicable, against the conveyance to
the Equipment Trust Trustee of additional Equipment having a value not less than
the amount of cash to be paid over. (Sections 4.03, 4.07)

INFORMATION CONCERNING THE EQUIPMENT TRUST TRUSTEE

The First National Bank of Chicago will be the Equipment Trust Trustee
under each Trust Agreement. The First National Bank of Chicago will also be the
Pass Through Trustee and the Indenture Trustee. See "Description of the Pass
Through Certificates--Information Concerning the Pass Through Trustee."

EQUIPMENT TRUST DEFAULTS AND PROVISIONS RELATING THERETO

Equipment Trust Defaults will be defined in each Trust Agreement as being:
default for more than 10 Business Days in the payment of any rental payable
under the Company Trust Agreement or any amount payable under the Procor Trust
Agreement; any unauthorized assignment or transfer of the Company's or Procor's
rights under such Trust Agreement, continuing as provided therein; any
unauthorized transfer, sublease or parting with the possession of any of the
Trust Equipment, continuing as provided therein; any failure or refusal to
perform any other covenant in such Trust Agreement for the shorter of (i) 60
days after the Equipment Trust Trustee shall have demanded in writing such
performance and (ii) 30 days after the Company or Procor has knowledge of any
such failure; certain events of bankruptcy; or the termination of the lease
provided for in the Company Trust Agreement or the security interest provided
for in the Procor Trust Agreement by operation of law or by the Equipment Trust
Trustee in the event of any unauthorized assignment or transfer of the Company's
or Procor's rights under such equipment trust agreement or any unauthorized
transfer or sublease of any of the Trust Equipment. (Section 5.01) The
appointment of a receiver or trustee in bankruptcy or reorganization for the
Company or Procor or for their respective property

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will be deemed to be an unauthorized assignment if, prior to the exercise of the
remedies of the Equipment Trust Trustee under such Trust Agreement, such
receiver or trustee shall not be discharged or duly assume the Company's or
Procor's obligations under such Trust Agreement. (Section 4.09) In addition, (i)
the Company Trust Agreement provides that a failure by the Company to perform in
respect of its guarantee of the due and punctual distribution to
Certificateholders of principal and interest payable in respect of the Procor
ETC and the due and punctual performance by Procor of its obligations under the
Procor Trust Agreement will constitute an Equipment Trust Default under the
Company Trust Agreement, and (ii) the Procor Trust Agreement provides that
certain events of bankruptcy of the Company will constitute an Equipment Trust
Default under the Procor Trust Agreement. Each Trust Agreement will provide that
the Equipment Trust Trustee shall promptly after the occurrence of any Equipment
Trust Default thereunder known to it, give to the holders of the Company ETCs or
the Procor ETC, as applicable, notice of the occurrence thereof. However, unless
such default is the failure to make payments in respect of the principal of or
interest on an ETC, the Equipment Trust Trustee shall be protected in
withholding such notice if and so long as it in good faith determines that the
withholding of such notice is in the interest of the holders of the defaulted
ETC. (Section 5.07)

In the event of the bankruptcy or reorganization of the Company, the right
of the Equipment Trust Trustee to repossess or dispose of Trust Equipment
subject to the Company Trust Agreement would be subject to the provisions of the
Bankruptcy Code of 1978, as amended, applicable to industrial companies
generally, and not those provisions applicable to railroads, particularly
Section 1168 thereof. In the event of the bankruptcy or reorganization of
Procor, the right of the Equipment Trust Trustee to repossess or dispose of
Trust Equipment subject to the Procor Trust Agreement would be subject to the
provisions of the Canadian federal Bankruptcy and Insolvency Act and the
Companies' Creditors Arrangement Act and applicable provincial legislation which
governs the manner in which creditors can enforce interests in the assets of a
debtor.

Upon the happening of an Equipment Trust Default, the Equipment Trust
Trustee or the holders of not less than a majority in aggregate principal amount
of the outstanding Company ETCs or Procor ETC, as applicable, may declare the
principal thereof and all accrued interest thereon to be due and payable.
(Section 5.01) Subject to certain conditions, however, any such declaration may
be rescinded by the holders of 66 2/3% in principal amount of the outstanding
Company ETCs or the Procor ETC upon payment of all sums then due otherwise than
by acceleration. Prior to such declaration, the holders of a majority in
principal amount of the outstanding Company ETCs or the Procor ETC may waive any
past Equipment Trust Default, except an Equipment Trust Default in the payment
of rentals or conditional sale payments due in respect of the principal of or
interest on the Company ETCs or the Procor ETC. (Section 5.04)

The right of any holder of the Company ETCs or the Procor ETC to institute
action for any remedy under the Company Trust Agreement or the Procor Trust
Agreement (except his right to enforce payment of the principal of and interest
on the Company ETCs or the Procor ETC when due if such enforcement will not
impair the Equipment Trust Trustee's title to the Trust Equipment) will be
subject to certain conditions precedent, including a written request by the
holders of not less than a majority in principal amount of the outstanding
Company ETCs or the Procor ETC to the Equipment Trust Trustee to take action,
and an offer to the Equipment Trust Trustee of reasonable indemnification
against liabilities incurred by it in so doing. (Section 5.09)

The Company Trust Agreement and the Procor Trust Agreement will require the
annual filing by the Company and Procor, respectively, with the Equipment Trust
Trustee of a certificate as to the absence of default and as to compliance with
the terms of the relevant equipment trust agreement. (Section 4.08)

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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 Trusts are not indemnified for any
federal income taxes that may be imposed upon them, 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, neither Pass Through Trust will be classified as an association
taxable as a corporation, but rather each will be classified as a grantor trust
for purposes of Sections 671 through 679 of the Internal Revenue Code of 1986,
as amended (the "Code"), and each Certificate Owner of each Pass Through Trust
will be treated as owning a pro rata undivided interest in each of the Equipment
Notes and, in the case of Pass Through Trust 1995-A2, the ETCs and the Procor
ETC, and any other property held in such Pass Through Trust.

The Company believes that each Certificate Owner of a Pass Through Trust
will be required to report on its federal income tax return its pro rata share
of the entire income from the Equipment Notes and, in the case of Pass Through
Trust 1995-A2, the Company ETCs and the Procor ETC, and any other property in
such 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, in the case of Pass Through Trust
1995-A2, the Company ETCs and the Procor ETC, 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, ETCs 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 each Pass Through
Trust has acquired all the Equipment Notes and, in the case of Pass Through
Trust 1995-A2, the Company ETCs and the Procor ETC, the purchase price paid for
a Pass Through Certificate by an original purchaser of such certificate will be
allocated among the Equipment Notes and, in the case of Pass Through Trust
1995-A2, the Company ETCs and the Procor ETC in such Pass Through Trust in
proportion to their respective purchase prices.

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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 and in the case of Pass Through Trust 1995-A2,
the Company ETCs and the Procor ETC 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 neither the Equipment Notes, the Company ETCs nor
the Procor ETC will 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, Company ETC or Procor ETC held,
as the case may be, in a Pass Through Trust at a "market discount" to the extent
the remaining aggregate principal amount of such Equipment Note, Company ETC or
Procor ETC exceeds the Certificate Owner's tax basis allocable to such Equipment
Note, Company ETC or Procor ETC, 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 such Equipment Note, Company ETC or Procor ETC.

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 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 certain of 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.

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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, Company ETC or Procor ETC held, as the case may
be, in a Pass Through Trust at a premium to the extent the purchaser's tax basis
allocable to such interest exceeds the remaining aggregate principal amount of
the Equipment Note, Company ETC or Procor ETC 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, Company ETC or Procor
ETC. Generally, such amortization is on a constant yield basis. However, in the
case of installment obligations (such as certain of 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 reporting 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.

CERTAIN CANADIAN TAX CONSEQUENCES

In the opinion of Osler, Hoskin & Harcourt, Canadian counsel for the
Company and Procor, the following is, as of the date hereof, a fair and accurate
summary of the principal Canadian federal income tax consequences to a
Certificate Owner who is a non-resident of Canada and who purchased Pass Through
Certificates issued by Pass Through Trust 1995-A2 in connection with this
offering. This summary is based on the current provisions of the Income Tax Act
(Canada) (the "Tax Act") and the regulations thereunder, counsel's understanding
of the current administrative practices published by Revenue Canada and all
specific proposals to amend the Tax Act and the regulations announced by the
Minister of Finance prior to the date hereof. This summary does not otherwise
take into account or anticipate changes in the law, whether by judicial,
governmental or legislative decision or action, nor does it take into account
tax legislation or considerations of any province or territory of Canada or any
jurisdiction other than Canada.

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This summary is of a general nature only and is not intended to be, and
should not be construed as, legal or tax advice to any particular Certificate
Owner. Purchasers of Pass Through Certificates, Series 1995-A2 should consult
their own tax advisors with respect to their particular circumstances.

The payment by Procor of interest and principal on the Procor ETC to the
Pass Through Trustee of Pass Through Trust 1995-A2 will be exempt from Canadian
withholding tax. Also, the payment by such Pass Through Trustee of interest and
principal on the Pass Through Certificates, Series 1995-A2 to a Certificate
Owner will be exempt from Canadian withholding tax for a Certificate Owner who
is, or is deemed to be, a non-resident of Canada and with whom the Company and
Procor deals at arm's length, within the meaning of the Tax Act, at the time of
making the payment. For the purposes of the Tax Act, related persons (as therein
defined) are deemed not to deal at arm's length, and it is a question of fact
whether persons not related to each other deal at arm's length.

No other taxes on income (including taxable capital gains) will be payable
under the Tax Act in respect of the holding or disposition of the Procor ETC, or
the receipt of interest thereon, by the Pass Through Trustee of Pass Through
Trust 1995-A2. No other taxes on income (including taxable capital gains) will
be payable under the Tax Act in respect of the acquisition, holding or
disposition of the Pass Through Certificates, Series 1995-A2 or the receipt of
interest thereon by Certificate Owners who are, or are deemed to be,
non-residents of Canada for purposes of the Tax Act at any time during which
they hold Pass Through Certificates and who do not use or hold and are not
deemed by such laws to use or hold the Pass Through Certificates in carrying on
business in Canada for the purposes of the Tax Act and, in the case of a
Certificate Owner who carries on an insurance business in Canada and elsewhere,
whose Pass Through Certificates are not effectively connected with its Canadian
insurance business.

CERTAIN ILLINOIS TAXES

The Pass Through Trustee is a national banking association with its
principal corporate trust office in Chicago, Illinois. Neal Gerber & Eisenberg,
counsel to the Company, has advised the Company that, in its opinion, under
currently applicable law (i) neither Pass Through Trust 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, (ii) Certificate Owners 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 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 the State of Illinois or the Equipment Trust
Trustee forecloses on the Trust Equipment and any of the Trust Equipment is
located in the State of Illinois or to the extent the Indenture Trust, the
Company Trust, the Procor Trust or the Pass Through Trust, as applicable,
engages in business in the State of Illinois as a result of such foreclosure.
Neither of the Pass Through Trusts nor the Certificate Owners will be
indemnified for any state or local taxes imposed on them, the imposition of
which on a Pass Through Trust could reduce the amounts available for
distribution to the Certificate Owners of such Pass Through Trust. In general,
should a Certificate Owner or a 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.

55
<PAGE> 57

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 each of Salomon
Brothers Inc and Morgan Stanley & Co. Incorporated an administrative exemption
(Prohibited Transaction Exemption 89-89, Exemption Application No. D-6446, et
al. 54 Fed. Reg. 42,589 (1989) as amended, 55 Fed. Reg. 48,939 (1990)) and
Prohibited Transaction Exemption 90-24 et al., Exemption Application No. D-8019
et al., 55 Fed. Reg. 20,548 (1990) (collectively, the "Exemptions") 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 Exemptions 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 Exemptions apply 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 Exemptions. 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
Exemptions apply to the purchase, or whether any other prohibited transaction
exemption is available.

In addition, there are various other terms and conditions to the
applicability of the Exemptions. 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 Exemptions apply to the purchase,
or whether any other prohibited transaction exemption is available.

56
<PAGE> 58

UNDERWRITING

Under the terms of and subject to the conditions contained in an
Underwriting Agreement dated the date hereof, Salomon Brothers Inc and Morgan
Stanley & Co. Incorporated (the "Underwriters") have agreed to purchase from the
Pass Through Trustee the entire $124,000,000 aggregate principal amount of Pass
Through Certificates.

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

The Underwriters propose to offer all or part of the Pass Through
Certificates directly to the public at the public offering prices 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 amounts set forth below. The
Underwriters may allow, and such dealers may reallow, concessions not in excess
of the amounts set forth below to certain other dealers. After the initial
public offering, the public offering price and such concessions may be changed.

<TABLE>
<CAPTION>
PASS THROUGH CERTIFICATE CONCESSIONS TO DEALERS REALLOWANCE CONCESSIONS
------------------------ ---------------------- -----------------------
<S> <C> <C>
1995-A1.......................................
1995-A2.......................................
</TABLE>

The Company and Procor have agreed to indemnify the Underwriters and the
Underwriters have agreed to indemnify the Company and Procor against certain
liabilities, including liabilities under the Securities Act.

The Company and Procor do not intend to apply for listing of the Pass
Through Certificates on a national securities exchange, but have been advised by
the Underwriters that the Underwriters presently intend to make a market in the
Pass Through Certificates, as permitted by applicable laws and regulations. The
Underwriters are 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 either 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
Agreements.

EXPERTS

The consolidated financial statements of Union Tank Car Company included in
its Annual Report on Form 10-K for the year ended December 31, 1994 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

57
<PAGE> 59

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,
Indenture, Lease or Participation Agreement are qualified in their entirety by
reference to the definitions of such terms contained therein.

"Agreement" means each of the two separate Pass Through Trust Agreements,
one between the Company and The First National Bank of Chicago, as Through
Trustee, and the other among The First National Bank of Chicago, as Pass Through
Trustee, the Company and Procor, pursuant to which the two separate Union Tank
Car Company 1995-A Pass Through Trusts will be formed.

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

"Business Day" means 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
such Pass Through Trust, for the deposit of payments representing Scheduled
Payments on the Equipment Notes, and in the case of Pass Through Trust 1995-A2,
Company ETCs and the Procor ETC, held in such Pass Through Trust.

"Certificate Owner" means a person acquiring an interest in a Pass Through
Certificate registered in the name of Cede & Co. as the nominee of The
Depository Trust Company.

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

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

"Company ETCs" means the equipment trust certificates issued pursuant to
the Company Trust Agreement.

"Company Trust Agreement" means the equipment trust agreement between the
Company and The First National Bank of Chicago, as trustee.

"ETCs" means the Company ETCs and the Procor ETC.

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

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

"Equipment Trust Default" means each of the events designated as an "Event
of Default" in the Company Trust Agreement or the Procor Trust Agreement.

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

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

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

<PAGE> 60

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

"Indenture Default" means each of the events designated as an "Indenture
Event of Default" in the 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 the Indenture, and its successors and
assigns thereunder.

"Lease" means the Lease Agreement to be entered into with respect to the
Equipment subject thereto between the Owner Trustee and the Company, as such
Lease Agreement 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 the Lease. For a description of certain events constituting Lease
Events of Default, see "Description of the Equipment Notes--The Lease--Lease
Events of Default."

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

"Owner Trustee" means State Street Bank and Trust Company, not in its
individual capacity but solely as trustee of the owner trust for the benefit of
the Owner Participant, its successors and assigns.

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

"Pass Through Certificate" means each of the Pass Through Certificates,
Series 1995-A to be issued by the Pass Through Trustee pursuant to the
Agreements.

"Pass Through Trust" means each of two separate Union Tank Car Company
1995-A Pass Through Trusts to be formed pursuant to the Agreements.

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

I-2
<PAGE> 61

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 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 each Pass Through Trust, as of any Regular
Distribution Date or Special Distribution Date, the aggregate unpaid principal
amount of the Equipment Notes, and in the case of Pass Through Trust 1995-A2 the
Company ETCs and the Procor ETC, held in such Pass Through Trust plus any
amounts in respect of principal on such Equipment Notes, Company ETCs and the
Procor ETC held, as the case may be, 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, or in
the case of Pass Through Trust 1995-A2 Company ETCs. 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,
Company ETCs and the Procor ETC, as the case may be, and distribution thereof to
be made on that date.

"Pool Factor" means, for each 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 such
Pass Through Trust. The Pool Factor for each 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, and
in the case of Pass Through Trust 1995-A2 the Company ETCs and the Procor ETC,
held in such Pass Through Trust and distribution thereof to be made on that
date.

"Procor ETC" means the equipment trust certificate issued pursuant to the
Procor Trust Agreement.

"Procor Trust Agreement" means the equipment trust agreement between Procor
and The First National Bank of Chicago, as trustee.

"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.

I-3
<PAGE> 62

"Regular Distribution Date" means January 2 and July 2 of each year,
commencing January 2, 1996.

"Scheduled Payment" means each payment of principal of or interest on an
Equipment Note, and in the case of Pass Through Trust 1995-A2 a Company ETC or
the Procor ETC, scheduled to be received by the Pass Through Trustee on January
2 or July 2 of each year, commencing July 2, 1996 until the final distribution
date for the relevant Pass Through Trust, which payment represents the payment
of principal at stated maturity of, or the scheduled payment or prepayment of
principal of, such Equipment Note, Company ETC or Procor ETC, or the regularly
scheduled payment of interest accrued on such Equipment Note, Company ETC or
Procor ETC.

"Special Distribution Date" means each day on which a Special Payment will
be distributed as specified in the Prospectus.

"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 a Pass
Through Trust; any payment received by the Pass Through Trustee following an
Indenture Default in respect of the Equipment Notes, Company ETCs or the Procor
ETC held in a 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, Company ETCs or the Procor ETC; and
any return of escrowed funds which have not been used to purchase Equipment
Notes, Company ETCs or the Procor ETC 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, Company ETCs or the Procor ETC been
purchased with such escrowed funds.

"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.

"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 30, 1995.

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

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

"Trust Agreements" means the Company Trust Agreement and the Procor Trust
Agreement.

I-4
<PAGE> 63

NO DEALER, SALESPERSON 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 UNDERWRITERS. 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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................... 2
Reports to Certificateholders by the
Trustee................................. 2
Documents Incorporated by Reference....... 2
Summary................................... 4
Formation of the Pass Through Trusts...... 13
Description of Payment Flows.............. 13
Use of Proceeds........................... 16
The Company............................... 17
Capitalization............................ 18
Selected Financial Information............ 19
Description of the Pass Through
Certificates............................ 21
Description of the Equipment Notes........ 35
Description of the ETCs................... 47
Certain Federal Income Tax Consequences... 52
Certain Canadian Tax Consequences......... 54
Certain Illinois Taxes.................... 55
ERISA Considerations...................... 56
Underwriting.............................. 57
Legal Opinions............................ 57
Experts................................... 57
Glossary of Certain Terms...........Appendix I
</TABLE>

UNTIL DECEMBER , 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.

$124,000,000

UNION TANK CAR
COMPANY
1995-A
PASS THROUGH
TRUSTS

PASS THROUGH CERTIFICATES,
SERIES 1995-A

SALOMON BROTHERS INC

MORGAN STANLEY & CO.
INCORPORATED

PROSPECTUS

DATED SEPTEMBER , 1995

<PAGE> 64
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 . . . . . . $ 42,760
Blue Sky filing and counsel fees . . . . . . . . . . . . . . . . 2,000
Trustees' fees and expenses . . . . . . . . . . . . . . . . . . 5,000
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . 35,000
Auditors' fees and expenses . . . . . . . . . . . . . . . . . . 20,000
Attorneys' fees and expenses . . . . . . . . . . . . . . . . . . 100,000
Rating agency fees . . . . . . . . . . . . . . . . . . . . . . . 68,200
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 2,040
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $275,000
========

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

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.

Section 124 of the Canada Business Corporations Act and Section 33 of
By-law 15 of Procor authorize and empower Procor to indemnify its directors and
officers against all costs, charges and expenses including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by him in respect
of any civil, criminal or administrative action or proceeding to which he is
made a party by reason of being or having been a director or officer of Procor,
if he acted honestly and in good faith with a view to the best interests of
Procor and, in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, if he had reasonable grounds for
believing that his conduct was lawful.

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 Procor and their respective officers, directors and controlling
persons against certain liabilities.

ITEM 16. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS

1 -- Form of Underwriting Agreement.+
<PAGE> 65

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
--------- ------------------------
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 Trust Agreement among the Pass Through
Trustee, the Company and Procor relating to the Pass Through
Certificates.+

4(a)(3) -- Form of Pass Through Certificate, Series 1995-A1 (included
in Exhibit 4(a)(1)).+

4(a)(4) -- Form of Pass Through Certificate, Series 1995-A2 (included
in Exhibit 4(a)(2)).+

4(b)(1) -- Form of Participation Agreement among the Company, the Owner
Participant, the Indenture Trustee, the Owner Trustee and
the Pass Through Trustee.+

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.

4(c)(1) -- Form of Equipment Trust Agreement (Series 25) between the
Company and the Equipment Trust Trustee relating to the
Company ETCs.+

4(c)(2) -- Form of the Company ETC (included in Exhibit 4(c)(1)).+

4(c)(3) -- Form of Equipment Trust Agreement (Series 25-Can) between
Procor and the Equipment Trust Trustee relating to the
Procor ETC.+

4(c)(4) -- Form of the Procor ETC (included in Exhibit 4(c)(3)).+

5(a) -- Opinion of Neal Gerber & Eisenberg, counsel for the
Company.

5(b) -- Opinion of The Law Department of the First National Bank of
Chicago counsel for the Pass Through Trustee.

8(a) -- Tax Opinion of Neal Gerber & Eisenberg, counsel for the
Company.

8(b) -- Tax Opinion of Osler, Hoskin & Harcourt, counsel for
Procor.

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

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

23(b) -- Consent of Neal Gerber & Eisenberg (included in Exhibits
5(a) and 8(a)).

II-2
<PAGE> 66

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
23(c) -- Consent of Osler, Hoskin & Harcourt (included in Exhibit
8(b)).

24 -- Powers of Attorney.+

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

+ Previously filed.

* The computation for each of the five fiscal years ended December 31,
1994, 1993, 1992, 1991 and 1990 is incorporated herein by reference to
Exhibit 12 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1994.

ITEM 17. UNDERTAKINGS

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

The Company and Procor hereby undertake 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 and Procor pursuant to the provisions described under
Item 15 above, or other vise, the Company and Procor have been advised that in
the opinion of the Commission such indemnification 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 or Procor of expenses incurred or paid by a
director, officer or controlling person of the Company or Procor 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 or Procor 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.

II-3
<PAGE> 67

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 or Procor 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-4
<PAGE> 68

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 7th day of
September, 1995.

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 7th day of September, 1995.

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

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

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

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

II-5
<PAGE> 69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Procor
Limited 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 7th day of
September, 1995.

PROCOR LIMITED

/s/ ROBERT C. GLUTH
------------------------
Robert C. Gluth,
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 7th day of September, 1995.

Signature Title
--------- -----

*/s/ FRANK LESTER
-------------------------------------------- President
Frank Lester (principal executive officer)

/s/ ROBERT C. GLUTH
-------------------------------------------- Vice President, Treasurer and
Robert C. Gluth Director (principal financial
and accounting officer)
*/s/ DAVID H. PATTERSON
-------------------------------------------- Director
David H. Patterson

*/s/ K.P. FISCHL
-------------------------------------------- Director
K.P. Fischl

*/s/ PETER LAWFORD
-------------------------------------------- Director
Peter Lawford

*/s/ S. DONALD HAMILTON
-------------------------------------------- Director
S. Donald Hamilton

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

II-6

<PAGE> 1
Exhibit 4(b)(5)

Trust Agreement

Dated as of September __, 1995

Between

BNY Capital Funding Corp.
Owner Participant

and

State Street Bank and Trust Company,
Owner Trustee

Covered Hopper and Tank Cars

UTC Trust 1995-A (L-13)
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I
DEFINITIONS

Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
AUTHORITY DECLARATION OF TRUST

Section 2.1. Authority to Execute and Perform Various Documents . . . . . . . . . . . . . . . . . . 2
Section 2.2. Declaration of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III
DISTRIBUTIONS AND PAYMENTS

Section 3.1. Payments to the Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 3.2. Payments to the Owner Trustee; Other Parties . . . . . . . . . . . . . . . . . . . . . 3
Section 3.3. Certain Distributions to the Owner Participant . . . . . . . . . . . . . . . . . . . . 3
Section 3.4. Excepted Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.5. Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE IV
CERTAIN DUTIES OF THE OWNER TRUSTEE

Section 4.1. Notice of Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.2. Action Upon Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.3. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.4. No Duties Except as Specified . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.5. No Action Except Under Specified Agreements or Instructions . . . . . . . . . . . . . 5
Section 4.6. Tax Returns; Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.7. Absence of Certain Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.8. Finishing of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE V
THE OWNER TRUSTEE

Section 5.1. Acceptance of Trusts and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5.2. No Representations or Warranties as to Equipment of Documents . . . . . . . . . . . . 7

</TABLE>

-i-
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 5.3. No Segregation of Moneys; No Interest . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.4. Reliance, Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.5. Not Acting in Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VI
INDEMNIFICATION

Section 6.1. Indemnification of Trust Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 6.2. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE VII
TERMINATION TRUST AGREEMENT

Section 7.1. Termination of Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7.2. Termination at Option of the Owner Participant . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VIII
SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES
AND SEPARATE OWNER TRUSTEES

Section 8.1. Resignation of the Owner Trustee; Appointment of Successor . . . . . . . . . . . . . . 12
Section 8.2. Additional and Separate Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IX
SUPPLEMENTS AND AMENDMENTS

Section 9.1. Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE X
MISCELLANEOUS

Section 10.1. No Legal Title to Trust Estate in the Owner Participant . . . . . . . . . . . . . . . 16
Section 10.2. Sale of Accepted Equipment by the Owner Trustee is Binding . . . . . . . . . . . . . . 16
Section 10.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 10.4. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 10.5. Separate Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 10.6. Waivers, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 10.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 10.8. Transfer of Owner Participant's Interest . . . . . . . . . . . . . . . . . . . . . . . 17
Section 10.9. Actions of the Owner Participants . . . . . . . . . . . . . . . . . . . . . . . . . . 17

</TABLE>

-ii-
<PAGE> 4
<TABLE>
<CAPTION>
Page
----

<S> <C> <C>
Section 10.10. Headings; Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 10.11. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 10.12. Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 10.13. Performance by the Owner Participant . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 10.14. Conflict with Operative Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 10.15. Limitation on Owner Participant's Liability . . . . . . . . . . . . . . . . . . . . . 18
Section 10.16. Identification of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

-iii-
<PAGE> 5

TRUST AGREEMENT

This Trust Agreement is entered into as of September __, 1995
between BNY Capital Funding Corp., a New York corporation (the "Owner
Participant"), and State Street Bank and Trust Company, a Massachusetts trust
company (in its individual capacity, "Trust Company," and otherwise not in its
individual capacity but solely as trustee hereunder, the "Owner Trustee"). In
consideration of the mutual agreements herein contained, the agreements
contained in the other Operative Agreements and the acceptance by Trust Company
of the trusts hereby created, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1. Definitions. The capitalized terms used in this
Trust Agreement have the meanings given in Appendix A unless otherwise defined
herein or unless the context otherwise requires. For all purposes hereof, the
following terms shall have the following meanings:

"Accepted Equipment" means all of the Accepted Units.

"Accepted Unit" means each Unit that has been purchased by the
Owner Trustee pursuant to the Participation Agreement.

"Actual Knowledge" of Trust Company or the Owner Trustee means
actual knowledge of, including any written notices received by, a responsible
officer in the Corporate Trust Administration of Trust Company.

Section 1.2. Interpretation. Unless otherwise indicated,
references in this Trust Agreement to Sections, subsections, paragraphs and
Appendices are to Sections, subsections, paragraphs and Appendices of this
Trust Agreement. The terms "hereof," "herein," "hereby," "hereto" and
"hereunder" refer to this Trust Agreement, taken as a whole. References to a
given agreement or instrument are references to such agreement or instrument as
originally entered into, as modified, amended, supplemented and restated
through the date as of which such reference is made.

<PAGE> 6

ARTICLE II
AUTHORITY DECLARATION OF TRUST

Section 2.1. Authority to Execute and Perform Various
Documents. The Owner Participant hereby authorizes and directs the Owner
Trustee to, and the Owner Trustee agrees for the benefit of the Owner
Participant that it will, (i) execute and deliver the Participation Agreement,
(ii) on each Closing Date, upon receipt of the confirmation by the Owner
Participant pursuant to Section 2.4 of the Participation Agreement, execute and
deliver the Operative Agreements contemplated by the Participation Agreement to
be executed and delivered by the Owner Trustee on such Closing Date, in the
respective forms thereof in which delivered by the Owner Participant to the
Owner Trustee for execution and delivery, and to take the other actions
contemplated to be taken by the Owner Trustee on such Closing Date in Section 2
of the Participation Agreement, (iii) execute and deliver any other agreement,
instrument or certificate contemplated by the Operative Agreements as the Owner
Participant from time to time may direct in writing, (iv) subject to the terms
of this Trust Agreement, exercise the rights (upon written instructions
received from the Owner Participant) and perform the duties of the Owner
Trustee under each of the documents, agreements, instruments and certificates
referred to in clauses (i) through (iii) of this Section 2.1 as set forth in
such documents, agreements, instruments and certificates, and (v) subject to
the terms of this Trust Agreement, take such other action in connection with
the foregoing as the Owner Participant may from time to time direct in writing.

Section 2.2. Declaration of Trust. The Trust Company hereby
declares that it will hold as Owner Trustee all estate, right, title and
interest of the Owner Trustee in and to the Accepted Equipment and the Owner
Trustee Agreements, and any other property contributed by the Owner Participant
pursuant to the terms of any of the Operative Agreements, including without
limitation all amounts of Rent, insurance proceeds and requisition, indemnity
or other payments of any kind, but specifically excluding Excepted Property
(collectively, the "Trust Estate"), upon the trusts set forth herein and for
the use and benefit of the Owner Participant as sole beneficiary, subject,
however, to the provisions of and the Lien created by the Indenture.

ARTICLE III
DISTRIBUTIONS AND PAYMENTS

Section 3.1. Payments to the Indenture Trustee. Until the Lien
of the Indenture shall have been discharged pursuant to the terms thereof, all
Basic Rent, Supplemental Rent, insurance proceeds and requisition or other
payments of any kind (other than payments constituting Excepted Property and
other than payments received from the Indenture Trustee) for or with respect to
any Accepted Unit payable to the Owner Trustee shall be payable directly to the
Indenture Trustee for distribution in accordance with the provisions of the
Indenture, and if any such amount or payment is received by the Owner

-2-
<PAGE> 7

Trustee, such amount or payment upon receipt thereof shall be paid over to the
Indenture Trustee without deduction, set-off or adjustment of any kind for
distribution in accordance with the provisions of the Indenture.

Section 3.2. Payments to the Owner Trustee; Other Parties. Any
payment of the type referred to in Section 3.1 (other than payments
constituting Excepted Property) received by the Owner Trustee after the
Indenture shall have been discharged pursuant to the terms thereof, any payment
received from the Indenture Trustee other than as specified in Section 3.4 and
any other amount received as part of the Trust Estate and for the application
or distribution of which no provision is made herein shall be distributed
forthwith upon receipt by the Owner Trustee in the following order of priority:
first, so much of such payment as shall be required to reimburse the Owner
Trustee for any expenses not otherwise reimbursed as to which the Owner Trustee
is entitled to be so reimbursed pursuant to the provisions hereof shall be
retained by the Owner Trustee; second, so much of the remainder for which
provision as to the application thereof is contained in the Lease, any of the
other Operative Agreements or any of the other Owner Trustee Agreements shall
be applied and distributed in accordance with the terms of the Lease, such
other Operative Agreement or such other Owner Trustee Agreement, as the case
may be; and third, the balance, if any, shall be paid to the Owner Participant.

Section 3.3. Certain Distributions to the Owner Participant.
All amounts from time to time distributable by the Indenture Trustee to the
Owner Participant pursuant to the terms of the Indenture shall, if paid to the
Owner Trustee, be distributed by the Owner Trustee to the Owner Participant.

Section 3.4. Excepted Property. Anything in this Trust
Agreement to the contrary notwithstanding, any amounts or payments constituting
Excepted Property received by the Owner Trustee shall be paid promptly by the
Owner Trustee to the Person to whom such amounts or payments are payable
pursuant to the terms of the Operative Agreements.

Section 3.5. Method of Payment.

(a) All amounts payable to the Owner Participant or to the
Indenture Trustee pursuant to this Trust Agreement shall be paid by the Owner
Trustee, if to the Owner Participant, by transferring such amount in
immediately available funds to the account of the Owner Participant specified
in Schedule 2 to the Participation Agreement or, if to the Indenture Trustee,
in the manner specified in the Indenture. The Owner Trustee shall pay such
amounts on the day received, or on the next succeeding Business Day if the
funds to be so paid shall not have been received by the Owner Trustee by 1:00
p.m. New York time, provided that the Owner Trustee shall use reasonable
efforts to invest overnight in Specified Investments at the direction and for
the benefit of the Owner Participant all funds received by it at or later than
1:00 p.m. New York time.

-3-
<PAGE> 8

(b) Notwithstanding the foregoing, the Owner Trustee will
pay, if so requested by the Owner Participant in writing, any or all amounts in
immediately available funds payable by the Owner Trustee hereunder to the Owner
Participant either (i) by crediting such amount or amounts to an account or
accounts maintained by the Owner Participant with Trust Company, (ii) by
payment to such account at such financial institution as the Owner Participant
may from time to time direct in writing or (iii) by mailing an official bank
check or checks in such amount or amounts payable to the Owner Participant at
such address as the Owner Participant may from time to time designate in
writing.

ARTICLE IV
CERTAIN DUTIES OF THE OWNER TRUSTEE

Section 4.1. Notice of Certain Events. In the event that the
Owner Trustee shall have Actual Knowledge of any Lease Default, Lease Event of
Default, Indenture Default, Indenture Event of Default or Event of Loss, the
Owner Trustee shall give prompt telephonic notice thereof (promptly confirmed
in writing) to the Owner Participant, the Lessee and the Indenture Trustee
unless such Lease Default, Lease Event of Default, Indenture Default, Indenture
Event of Default or Event of Loss, as the case may be, has been remedied before
the giving of such notice and the Owner Trustee has Actual Knowledge that such
Lease Default, Lease Event of Default, Indenture Default, Indenture Event of
Default or Event of Loss has been so remedied. Subject to the terms of Section
4.3, the Owner Trustee shall take or refrain from taking such action with
respect thereto, not inconsistent with the provisions of the Operative
Agreements, with respect thereto as the Owner Trustee shall be instructed in
writing by the Owner Participant.

Section 4.2. Action Upon Instructions. Subject to the terms of
Sections 4.1 and 4.3, upon the written instructions at any time and from time
to time of the Owner Participant, the Owner Trustee will take such of the
following actions as may be specified in such instructions: (i) give such
notice or direction or exercise such right, remedy or power under the Owner
Trustee Agreements with respect thereto or to any Accepted Equipment,
including, without limitation, the right to transfer, assign or convey the
Owner Trustee's interest in the Owner Trustee Agreements or any Accepted Unit,
or take such other action with respect to the Owner Trustee Agreements or any
Accepted Unit as shall be specified in such instructions; and (ii) after the
expiration or earlier termination of the Lease with respect to any Accepted
Unit, convey all of the Owner Trustee's right, title and interest in and to
such Accepted Unit to the Owner Participant or for such amount, on such terms
and to such purchaser or purchasers as shall be designated in such
instructions, or net lease such Accepted Unit as designated in such
instructions; provided, however, that if such instructions have not been
delivered to the Owner Trustee prior to the expiration of one year following
such expiration or earlier termination of the Lease, the Owner Trustee shall
transfer title to such right, title and interest to the Owner Participant.

-4-
<PAGE> 9

Section 4.3. Indemnification. The Owner Trustee shall not be
required to take or refrain from taking any action under Section 4.1 or 4.2
(other than the actions specified in the first sentence of Sections 3.1 and 4.1
and the last sentence of Section 4.4) unless the Owner Trustee shall have been
indemnified, in manner and form reasonably satisfactory to the Owner Trustee,
against any liability, fee, cost or expense (including, without limitation,
reasonable attorneys' fees) which may be incurred or charged in connection
therewith, other than any such liability, fee, cost or expense which results
from the willful misconduct or gross negligence of the Owner Trustee. The
Owner Trustee shall not be required to take any action under any Operative
Agreement or any Owner Trustee Agreement (other than the actions specified in
the first sentence of Section 4.1) if the Owner Trustee reasonably shall
determine, or shall have been advised by counsel, that such action is likely to
result in unindemnified personal liability to the Owner Trustee or is contrary
to the terms hereof or of any documents contemplated hereby to which the Owner
Trustee is a party, or otherwise contrary to law, and the Owner Trustee in such
case shall deliver promptly to the Owner Participant written notice of the
basis of its refusal to act.

Section 4.4. No Duties Except as Specified. The Owner Trustee
shall not have any duty or obligation to manage, control, use, make any payment
in respect of, register, record, insure, inspect, sell, dispose of or otherwise
deal with any Accepted Unit or any other part of the Trust Estate, or to
otherwise take or refrain from taking any action under, or in connection with,
any Owner Trustee Agreement or any of the other Operative Agreements, except as
expressly provided by the terms of this Trust Agreement, the Indenture or the
Owner Trustee Agreements or in written instructions from the Owner Participant
received pursuant to Section 4.1 or 4.2; and no implied duties or obligations
shall be read into this Trust Agreement against the Owner Trustee.
Notwithstanding and without limiting the foregoing, Trust Company agrees that
it will promptly (without any right to indemnification hereunder) take all
action necessary to discharge any Lessor's Lien attributable to Trust Company
on any part of the Trust Estate or Indenture Estate. Trust Company agrees to
indemnify, protect, save and keep harmless the Owner Participant from and
against any loss, cost or expense (including reasonable legal fees and
expenses) incurred by the Owner Participant as a result of the imposition or
enforcement of any such Lessor's Lien against the Accepted Units, any interest
herein or on the Trust Estate or the Indenture Estate resulting from the
Lessor's Liens attributable to Trust Company.

Section 4.5. No Action Except Under Specified Agreements or
Instructions. The Owner Trustee shall have no right, power or authority to,
and the Owner Trustee agrees that it will not, manage, control, use, sell,
dispose of or otherwise deal with any Accepted Unit or any other part of the
Trust Estate except as (i) expressly provided by the terms of this Trust
Agreement, (ii) expressly required by the terms of any Owner Trustee Agreement
or (iii) expressly directed or authorized in written instructions from the
Owner Participant pursuant to Section 4.1 or 4.2.

-5-
<PAGE> 10

Section 4.6. Tax Returns; Records. The Owner Trustee shall be
responsible for the keeping of all appropriate books and records relating to
the receipt and disbursement of all money which it may receive or be entitled
to hereunder or under any agreement contemplated hereby. The Owner Trustee
agrees at the expense of the Lessee to file an application with the Internal
Revenue Service for a taxpayer identification number with respect to the trust
created by this Trust Agreement. The Owner Participant shall be responsible
for causing to be prepared all income tax returns required to be filed by the
Owner Participant. The Owner Trustee shall be responsible for causing to be
prepared, at the request of the Owner Participant and the expense of the
Lessee, all income tax returns required to be filed with respect to the trusts
created hereby and shall execute and file such returns. The Owner Trustee and
the Owner Participant, upon request, will furnish each other with all such
information as may be reasonably required in connection with the preparation of
such tax returns; provided that the Owner Trustee shall send a completed copy
of such return to the Owner Participant not more than 60 nor less than 30 days
prior to the due date of the return (provided that the Owner Trustee shall have
timely received all necessary information to complete and deliver to the Owner
Participant such return). The Owner Trustee shall keep copies of all returns
delivered to or filed by it.

Section 4.7. Absence of Certain Duties. Except in accordance
with written instructions furnished pursuant to Sections 4.1 and 4.2, and
except as expressly provided in any Owner Trustee Agreement, and without
limiting the generality of Section 4.4, the Owner Trustee shall not have any
duty to (i) file, record or deposit any Operative Agreement or Owner Trustee
Agreement, including without limitation this Trust Agreement, or any other
document, or to maintain any such filing, recording or deposit, or to refile,
re-record or redeposit any such document, except that the Owner Trustee shall,
upon written request by the Lessee or the Owner Participant, sign and file such
documents as Lessee or the Owner Participant prepares as necessary to maintain
the filing and recordation for the Lease, any Lease Supplement, the Indenture
and any Indenture Supplement in the name of the Owner Trustee with the ICC
pursuant to 49 U.S.C. Section 11303 of the Interstate Commerce Act or Registrar
General of Canada pursuant to Section 90 of the Railway Act of Canada, or as
otherwise required under applicable law, and to the extent that such documents
for that purpose are supplied by the Lessee pursuant to any of the Operative
Agreements, timely submit any and all such documents and reports with respect
to the Accepted Units which may from time to time be required by the ICC, the
AAR, or any other authority having jurisdiction, (ii) obtain insurance with
respect to any Accepted Unit or to effect or maintain any such insurance, other
than to receive and forward to the Owner Participant any notices, policies,
certificates or binders furnished to the Owner Trustee by the Lessee or its
insurance brokers, (iii) maintain or mark any Accepted Unit, (iv) pay or
discharge any tax, assessment or other governmental charge, or any Lien or
encumbrance of any kind, owing with respect to or assessed or levied against
any part of the Trust Estate, except as provided in Sections 4.4 or 5.1, and
Section 6.3 of the Participation Agreement, (v) confirm, verify, investigate or
inquire into the failure to receive any reports or financial statements of the
Lessee, (vi) inspect the Accepted Equipment at any time, or ascertain or
inquire as to the performance

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or observance of any of the covenants of the Lessee or any other Person under
any Operative Agreement or Owner Trustee Agreement with respect to any Accepted
Unit or any other part of the Trust Estate or (vii) manage, control, use, sell,
dispose of or otherwise deal with any Accepted Unit or any other part of the
Trust Estate, or any part thereof, except as provided in clauses (i), (ii) and
(iii) of Section 4.5.

Section 4.8. Furnishing of Documents. The Owner Trustee will
furnish to the Owner Participant, promptly upon receipt thereof, duplicates or
copies of all reports, notices, requests, demands, opinions, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under any Operative Agreement or any Owner Trustee Agreement, unless the Owner
Trustee shall have determined that the same already has been furnished to the
Owner Participant.

ARTICLE V
THE OWNER TRUSTEE

Section 5.1. Acceptance of Trusts and Duties. Trust Company
accepts the trusts hereby created and agrees to perform the same on the terms
of this Trust Agreement. Trust Company also agrees to disburse all moneys
actually received by it constituting part of the Trust Estate pursuant to the
terms of this Trust Agreement. Trust Company shall not be answerable or
accountable under any circumstances except (i) for its own willful misconduct
or gross negligence (including, without limitation, in connection with any
activities of the Owner Trustee in violation of Section 4.5), (ii) in the case
of the breach or inaccuracy of any of its representations or warranties
contained in any Operative Agreement given expressly in its individual capacity
and not in its capacity as a trustee hereunder, (iii) as arising from its
failure to perform obligations expressly undertaken by it in the penultimate
and last sentence of Section 4.4 hereof or expressly undertaken by it in its
individual capacity under the Participation Agreement, (iv) for any Taxes based
on or measured by any fees, commissions or compensation received by it for
acting as Owner Trustee in connection with any of the transactions contemplated
by the Operative Agreements or (v) for its failure to disburse or invest funds
in accordance with the terms hereof or the Lease or for any negligence or
willful misconduct of the Owner Trustee arising out of its obligations under
Sections 4.1, 4.6 or 8.2.

Section 5.2. No Representations or Warranties as to Equipment
of Documents.

(a) NEITHER TRUST COMPANY NOR THE OWNER TRUSTEE MAKES ANY
REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE DESIGN,
OPERATION OR CONDITION OF ANY UNIT OR ANY PART THEREOF, THE MERCHANTABILITY
THEREOF OR THE FITNESS THEREOF FOR ANY PARTICULAR PURPOSE, TITLE TO ANY UNIT OR
ANY PART THEREOF, THE QUALITY OF THE

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MATERIALS OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, OR
THE PRESENCE OR ABSENCE OF ANY LATENT OR OTHER DEFECTS, WHETHER OR NOT
DISCOVERABLE, except that Trust Company hereby represents and warrants that (i)
on the Closing Date for such Accepted Unit, the Owner Trustee shall have
received whatever title thereto was conveyed to it by the Lessee and (ii) while
a part of the Trust Estate, such Accepted Unit shall be free and clear of
Lessor's Liens attributable to it.

(b) Neither Trust Company nor the Owner Trustee makes any
representation or warranty as to the validity or enforceability of any
Operative Agreement, or as to the correctness of any statement therein, except
to the extent that any such representation, warranty or statement is expressly
made therein or in any written certificate delivered pursuant thereto by the
Owner Trustee or Trust Company and except that Trust Company hereby represents
and warrants that this Trust Agreement has been duly executed and delivered by
Trust Company and each of the Owner Trustee Agreements has been or will be
executed and delivered by officers of the Owner Trustee who are or will be duly
authorized to execute and deliver documents on its behalf, and that each of
this Agreement and each of the other Owner Trustee Agreements constitutes
(assuming the due authorization, execution, and delivery of this Agreement and
each such other agreement by the other parties thereto) the legal, valid and
binding obligation of the Trust Company (or the Owner Trustee if expressly
stated therein) enforceable against it in accordance with its terms except as
limited by bankruptcy, insolvency, reorganization or other similar laws or
equitable principles of general application to or affecting the enforcement of
creditors rights generally from time to time in effect.

Section 5.3. No Segregation of Moneys; No Interest. Except as
required by Section 3.5 of the Lease, moneys received by the Owner Trustee
hereunder need not be segregated in any manner except to the extent required by
law, and such moneys may be deposited under such general conditions as may be
prescribed by law, and the Owner Trustee shall not be liable for any interest
thereon.

Section 5.4. Reliance, Advice of Counsel. The Owner Trustee
shall not incur any liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper reasonably believed by it in good
faith to be genuine and reasonably believed by it in good faith to be signed by
the proper party or parties. Any request, direction, order or demand of the
Owner Participant or the Lessee mentioned herein or in any other Operative
Agreement to which the Owner Trustee is a party shall be sufficiently evidenced
by an Officer's Certificate of the Owner Participant or the Lessee, as the case
may be. The Owner Trustee may accept in good faith a certified copy of a
resolution of the Board of Directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body 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 prescribed herein, the
Owner

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<PAGE> 13

Trustee may for all purposes hereof rely on an Officer's Certificate of the
relevant party as to such fact or matter, and such Officer's Certificate shall
constitute full protection to the Owner Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon. In the administration of
the trusts hereunder, the Owner 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 consult with counsel, accountants and other skilled
persons to be selected and employed by it (other than persons regularly
employed by it), and the Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written advice
or opinion within the scope of the competence of any such counsel, accountants
or other skilled persons and not contrary to this Trust Agreement, except for
the use of due care in the appointment of counsel, accountants or other skilled
persons.

Section 5.5. Not Acting in Individual Capacity. Trust Company
is entering into this Agreement and accepting the trust created hereby in its
individual capacity. Otherwise, except as provided in this Trust Agreement and
in the other Operative Agreements, Trust Company agrees to act solely as
trustee hereunder and not in its individual capacity; and all Persons having
any claim against the Owner Trustee by reason of the transactions contemplated
by the Operative Agreements or the Owner Trustee Agreements shall look only to
the Trust Estate (or a part thereof, as the case may be) for payment or
satisfaction thereof, except as specifically provided in this Trust Agreement
and except to the extent the Owner Trustee otherwise shall agree in any Owner
Trustee Agreement.

ARTICLE VI
INDEMNIFICATION

Section 6.1. Indemnification of Trust Company. The Owner
Participant agrees to assume liability for, and to indemnify and hold harmless
Trust Company against and from any and all liabilities, obligations, losses,
damages, taxes (excluding any taxes, fees or other charges payable by Trust
Company or measured by any compensation received by Trust Company for its
services hereunder), penalties, claims, actions, suits, proceedings, costs,
expenses and disbursements of any kind and nature whatsoever, including,
without limitation, the reasonable fees and expenses of counsel (collectively,
"Trust Expenses") which may be imposed on, incurred by or asserted against
Trust Company (whether or not also indemnified by any other Person; provided,
however, that to the extent Trust Company shall have actually received any
payment in the nature of an indemnity payment from any such other Person
relating to a claim hereunder, Trust Company shall not be entitled to the
amount of any such payment pursuant to this Section 6.1) in any way relating to
or arising out of (i) the administration of the Trust Estate or the action or
inaction of Trust Company hereunder or under the other Operative Agreements,
(ii) any Accepted Equipment or any part thereof, (iii) the Operative Agreements
or any of them, or the enforcement by Trust

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<PAGE> 14

Company of any of its rights under the Operative Agreements, or (iv) the
design, manufacture, financing, refinancing, installation, acceptance,
rejection, ownership, delivery, nondelivery, lease, sublease, possession,
control, use, operation, condition, modification, servicing, maintenance,
repair, improvement, replacement, sale, return or other disposition of the
Accepted Equipment, any Accepted Unit or any part thereof including, without
limitation, (A) any inadequacy or deficiency or defect therein, including
latent defects, whether or not discoverable or any claim based on negligence or
arising from any violation of law or for strict liability in tort or any claim
for patent, trademark or copyright tort or any claim for patent, trademark or
copyright infringement, and (B) any loss or damage to property or the
environment or injury or death to any Person; provided that, the Owner
Participant shall not be required to indemnify Trust Company for Trust Expenses
arising or resulting from any of the matters described in clauses (i) through
(v) of the last sentence of Section 5.1; and; provided further that the Owner
Participant shall be liable under this Section 6.1 only to the extent that the
Trust Company is indemnified by the Lessee pursuant to Section 7 of the
Participation Agreement (with the exception of the limitations to Lessee's
indemnification obligations set forth in Sections 7.2(d)(i), 7.2(d)(iv) to the
extent relating to any such transfer by the Owner Participant or transfer by
the Owner Trustee at the direction of the Owner Participant and 7.2(d)(vi)
(when the Owner Trustee is acting on instructions from the Owner Participant)
of the Participation Agreement); and provided further, that before asserting
its right to indemnification pursuant to this Section 6.1, the Trust Company
shall first demand its corresponding right to indemnification, if any, pursuant
to Section 7 of the Participation Agreement (but need not exhaust any or all
remedies available thereunder), and the Owner Participant shall have the right
to pursue any such remedies against the Lessee which are not pursued by the
Trust Company. The indemnities contained in this Section 6.1 shall survive the
termination of this Trust Agreement. To secure the foregoing indemnities, the
Trust Company shall be entitled to apply any amount otherwise distributable to
the Owner Participant pursuant to Section 3.2 against any such indemnity which
has not been paid when due. The indemnities contained in this Section 6.1
extend to Trust Company only and shall not be construed as indemnities of the
Trust Estate. The payor of any indemnity under this Section 6.1 shall be
subrogated to any right of the Person indemnified in respect of the matter as
to which such indemnity was paid.

Section 6.2. Expenses. The Owner Participant shall pay, or
reimburse the Owner Trustee for, all reasonable expenses of the Owner Trustee,
including, without limitation, the reasonable expenses and disbursements of
such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and duties
under the Operative Agreements, unless and to the extent that the Owner Trustee
otherwise receives payment or reimbursement pursuant to any Operative
Agreement, whether or not the transactions contemplated hereby are consummated;
provided that the Owner Participant shall have no obligation hereunder to the
extent Lessee is not obligated to pay such amounts pursuant to Section 2.5 of
the Participation Agreement. The Owner Trustee agrees to look first to the
Lessee for such payment pursuant to Section 2.5 of the Participation Agreement.
Except as provided herein,

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the Owner Trustee and Trust Company shall have no right to compensation with
respect to the transactions contemplated by the Operative Agreements.

ARTICLE VII
TERMINATION TRUST AGREEMENT

Section 7.1. Termination of Trust Agreement.

(a) Subject to the terms of the Participation Agreement, the
Indenture and Section 7.2, this Trust Agreement and the trusts created hereby
shall terminate and the Trust Estate shall be distributed to the Owner
Participant, and this Trust Agreement shall be of no further force or effect,
upon the earlier of (i) the sale or other final disposition by the Owner
Trustee of all property constituting part of the Trust Estate and the final
distribution by the Owner Trustee of all moneys or other property or proceeds
constituting part of the Trust Estate in accordance with the terms of Article
III and (ii) twenty-one (21) years less one day after the death of the last
survivor of all of the descendants living on the date of this Trust Agreement
of Joseph P. Kennedy, the late ambassador of the United States to Great
Britain, but if any rights, privileges or options hereunder shall be or become
valid under applicable law for a period subsequent to the twenty-first
anniversary of the death of such last survivor (or, without limiting the
generality of the foregoing, if legislation shall become effective providing
for the validity or permitting the effective grant of such rights, privileges
and options for a period in gross exceeding the period for which such rights,
privileges and options are hereinabove stated to extend and be valid), then
such rights, privileges or options shall not terminate as aforesaid but shall
extend to and continue in effect, but only if such nontermination and extension
shall then be valid under applicable law, until such time as the same shall
cease to be valid under applicable law.

(b) Except as expressly provided in Section 7.2, the Owner
Participant shall not be entitled to revoke or terminate this Trust Agreement
or the trust created hereby. Except as otherwise provided herein, the Owner
Participant may not withdraw any of the Trust Estate until the Lien of the
Indenture on the Trust Estate shall have been discharged pursuant to the terms
thereof.

Section 7.2. Termination at Option of the Owner Participant.
The provisions of Section 7.1 notwithstanding, this Trust Agreement and the
trusts created hereby shall terminate and the Trust Estate shall be distributed
to the Owner Participant, and this Trust Agreement shall be of no further force
and effect, upon the election of the Owner Participant by notice to the Owner
Trustee to revoke the trusts created hereby; provided that, in addition to the
giving of such notice, the Owner Participant, with the cooperation of the Owner
Trustee, shall execute and deliver such written agreements and instruments and
take such actions as shall be necessary in order to cause the succession of the
Owner

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Participant to all the rights, title, interests, duties and liabilities of the
Owner Trustee under the Operative Agreements (other than obligations
attributable to any gross negligence or willful misconduct of Trust Company or
any breach by the Owner Trustee of its obligations under the Operative
Agreements); provided, however, that until the Lien of the Indenture on the
Trust Estate shall have been discharged pursuant to the terms thereof the Owner
Participant may not revoke such trusts without the consent of the Indenture
Trustee. The written agreements and instruments referred to in the preceding
sentence shall be reasonably satisfactory in form and substance to the Owner
Trustee and shall release the Owner Trustee from all further obligations of the
Owner Trustee hereunder and under the agreements and other instruments
mentioned in the preceding sentence.

ARTICLE VIII
SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES
AND SEPARATE OWNER TRUSTEES

Section 8.1. Resignation of the Owner Trustee; Appointment of
Successor.
(a) The Owner Trustee may resign as the Owner Trustee at any
time without cause by giving at least thirty (30) days' prior written notice to
the Owner Participant, the Indenture Trustee and the Lessee, such resignation
to be effective on the acceptance of appointment by a successor to the Owner
Trustee under paragraph (b) of this Section 8.1. In addition, the Owner
Participant at any time may remove the Owner Trustee without cause by an
instrument in writing delivered to the Owner Trustee, the Indenture Trustee and
the Lessee, such removal to be effective upon the acceptance of appointment by
a successor to the Owner Trustee under paragraph (b) of this Section 8.1. In
case of the resignation or removal of the Owner Trustee, the Owner Participant
may appoint a successor to the Owner Trustee by an instrument in writing,
signed by the Owner Participant. If a successor to the Owner Trustee shall not
have been appointed within thirty (30) days after the giving of written notice
of such resignation or the delivery of the written instrument with respect to
such removal, the Owner Trustee or the Owner Participant may apply to any court
of competent jurisdiction to appoint a successor to the Owner Trustee to act
until such time, if any, as a successor shall have been appointed as above
provided in this Section 8.1. Any successor to the Owner Trustee so appointed
by such court shall immediately and without further act be superseded by any
successor to the Owner Trustee appointed as above provided in this Section 8.1.

(b) Any successor Owner Trustee, however appointed, shall
execute and deliver to the predecessor Owner Trustee an instrument accepting
such appointment and shall give the Owner Participant, the Indenture Trustee
and Lessee written notice of such acceptance. Upon the execution and delivery
of such instrument, such successor Owner Trustee, without further act, shall
become vested with all the estates, properties, rights, powers, duties and
trusts of the predecessor Owner Trustee in the trusts hereunder with like

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effect as if originally named a trustee herein; provided, however, that upon
the written request of such successor Owner Trustee, such predecessor Owner
Trustee shall execute and deliver an instrument transferring to such successor
Owner Trustee, upon the trusts herein expressed, all the estates, properties,
rights, powers, duties and trusts of such predecessor trustee as the Owner
Trustee hereunder, and such predecessor trustee shall duly assign, transfer,
deliver and pay over to such successor Owner Trustee all moneys or other
property then held by such predecessor trustee as the Owner Trustee upon the
trusts herein expressed. Upon the appointment of any successor Owner Trustee
hereunder, the predecessor Owner Trustee, pursuant to written instructions of
the Owner Participant, will execute all documents and take all reasonable
action within its control in order to cause title to the Trust Estate to be
transferred to the successor Owner Trustee.

(c) Any successor Owner Trustee, however appointed, shall be
a bank or trust company incorporated and doing business within the United
States of America and 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 Owner Trustee hereunder upon reasonable
or customary terms.

(d) Any corporation into which the Owner 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 Owner
Trustee shall be a party, or any corporation to which substantially all the
corporate trust business of the Owner Trustee may be transferred, shall be,
subject to compliance with the terms of paragraph (c) of this Section 8.1, the
Owner Trustee under this Trust Agreement without further act; provided, that
such corporation shall in no event be the Indenture Trustee.

Section 8.2. Additional and Separate Trustees.

(a) If the Owner Trustee or the Owner Participant shall
conclude that it is necessary or prudent in order to conform to the law of any
jurisdiction in which all or any part of the Trust Estate shall be situated, or
to make or defend any claim or bring or defend any suit with respect to the
Trust Estate or any Operative Agreement, or pursuant to advice of counsel
satisfactory to it, or if the Owner Trustee shall have been instructed to do so
by the Owner Participant, the Owner Trustee shall appoint another Person to act
as additional or separate trustee for all or any part of the Trust Estate with
such property, title, right, power or duty of the Owner Trustee as the Owner
Trustee and the Owner Participant may determine. In case any such additional
trustee or separate trustee shall resign or be removed, all the assets,
property, rights, powers or duties of such additional trustee or separate
trustee, as the case may be, so far as permitted by any applicable law, shall
vest in and be exercised by a new successor to such additional trustee,
appointed in the manner otherwise provided in this Trust Agreement.

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(b) In the event that either the Owner Participant or the
Owner Trustee shall determine to appoint another Person as additional or
separate trustee, the Owner Trustee and the Owner Participant shall execute and
deliver an agreement supplemental hereto, and all other instruments and
agreements necessary or proper to constitute another bank or trust company, or
one or more Persons approved by the Owner Trustee and the Owner Participant,
either to act as an additional trustee or trustees of all or any part of the
Trust Estate, jointly with the Owner Trustee, or to act as separate trustee or
trustees of all or any part of the Trust Estate, in any such case with such
powers of the Owner Trustee as may be provided in such agreement supplemental
hereto, and to vest in such bank, trust company or Person as such additional
trustee or separate trustee, as the case may be, any property, title, right or
power of the Owner Trustee deemed necessary or proper by the Owner Trustee or
the Owner Participant, subject to the remaining provisions of this Section 8.2.
The Owner Trustee may execute, deliver and perform any deed, conveyance,
assignment or other instrument in writing as may be required by an additional
trustee or separate trustee for more fully and certainly vesting in and
confirming to such person any property, title, right or power which, by the
terms of such agreement supplemental hereto, are expressed to be conveyed or
conferred to or upon such additional trustee or separate trustee, and the Owner
Participant shall, upon the Owner Trustee's request, join therein and execute,
acknowledge and deliver the same.

(c) Every additional trustee and separate trustee hereunder
shall, to the extent permitted by law, be appointed to act and the Owner
Trustee shall act, subject to the following provisions and conditions:

(i) all powers, duties, obligations and rights
conferred or imposed upon the Owner Trustee in respect of the
receipt, custody, investment and payment of moneys, shall be
exercised solely by the Owner Trustee;

(ii) all other rights, powers, duties, and obligations
conferred or imposed upon the Owner Trustee shall be conferred
or imposed upon and exercised or performed by the Owner Trustee
and such additional trustee or trustees and separate trustee or
trustees jointly, except to the extent that under any law of the
jurisdiction in which any particular act or acts are to be
performed by the Owner Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of
title to the Trust Estate in any such jurisdiction) shall be
exercised and performed by such additional trustee or trustees
or separate trustee or trustees;

(iii) no power hereby given to, or which may be
exercised by, any such additional trustee or separate trustee
shall be exercised hereunder by such additional trustee or
separate trustee except jointly with, or with the consent of,
the Owner Trustee; and

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(iv) no trustee hereunder shall be personally liable
by reason of any act or omission of any other trustee hereunder.

(d) If at any time the Owner Trustee and the Owner
Participant shall deem it no longer necessary or prudent in order to conform to
any applicable law or shall be advised by its counsel that it is no longer
necessary or prudent in the interest of the Owner Trustee and the Owner
Participant to maintain the appointment of such additional or separate trustee
as provided herein, the Owner Trustee and the Owner Participant shall execute
and deliver any agreement supplemental hereto and all other instruments and
agreements necessary or proper to remove any such additional or separate
trustee. The Owner Participant, at any time, by an instrument in writing may
remove any separate trustee or additional trustee.

(e) Any additional trustee or separate trustee may at any
time by an instrument in writing constitute the Owner Trustee its agent or
attorney-in-fact with full power and authority, to the extent which may be
authorized by applicable law, to do all acts and things and exercise all
discretion which it is authorized or permitted to do or exercise, for and in
its behalf and in its name. In case any such additional trustee or separate
trustee shall die, become incapable of acting, resign or be removed, all the
assets, property, rights, powers, trusts, duties and obligations of such
additional trustee or separate trustee, as the case may be, so far as permitted
by law, shall vest in and be exercised by the Owner Trustee without necessity
of any act by any party and without the appointment of a new successor to such
additional or separate trustee, unless and until a successor is appointed in
the manner provided in this Section 8.2.

ARTICLE IX
SUPPLEMENTS AND AMENDMENTS

Section 9.1. Supplements and Amendments. Subject to Section
10.05 of the Indenture, at the written request of the Owner Participant (and
subject to the provisions of Sections 6.5 and 6.6 of the Participation
Agreement), this Trust Agreement and each other Owner Trustee Agreement shall
be amended by a written instrument signed by Trust Company and the Owner
Participant; provided, however, if in the reasonable opinion of Trust Company
any instrument required to be so executed adversely affects any right, duty or
liability of, or immunity or indemnity in favor of, Trust Company under this
Trust Agreement or any of the documents contemplated hereby to which it is a
party, or would cause or result in any conflict with or breach of any term,
condition or provision of, or default under, its charter documents or by-laws,
Trust Company in its reasonable discretion may decline to execute such
instrument, unless the Trust Company is indemnified therefor under Section 4.3,
as determined by the Trust Company in its reasonable discretion.

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ARTICLE X
MISCELLANEOUS

Section 10.1. No Legal Title to Trust Estate in the Owner
Participant. The Owner Participant shall not have legal title to any part of
the Trust Estate. No transfer, by operation of law or otherwise, of any right,
title and interest of the Owner Participant in and to the Trust Estate or
hereunder, or insolvency, dissolution or other termination of the Owner
Participant, shall operate to terminate this Trust Agreement or the trusts
created hereby or entitle any successor or transferee to an accounting or to
the transfer to it of legal title to any part of the Trust Estate.

Section 10.2. Sale of Accepted Equipment by the Owner Trustee
is Binding. Any sale, transfer or other conveyance of any Accepted Unit or
part thereof by the Owner Trustee made pursuant to the terms of this Trust
Agreement or the Lease shall bind the Owner Participant and shall be effective
to transfer or convey all right, title and interest of the Owner Trustee and
the Owner Participant in and to such Accepted Unit or part thereof, as the case
may be. 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 Owner Trustee.

Section 10.3. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all notices hereunder shall be given as provided
in Section 10.4 of the Participation Agreement.

Section 10.4. Severability. If any term or provision of this
Trust Agreement is invalid or unenforceable in any jurisdiction, such term or
provision shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable any remaining
terms and provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

Section 10.5. Separate Counterparts. This Trust Agreement may
be executed by the parties hereto in any number of counterparts and by the
parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, and all of which shall together constitute but
one and the same instrument.

Section 10.6. Waivers, etc. No term or provision hereof may be
changed, waived, discharged or terminated orally, but may be changed, waived,
discharged or terminated by an instrument in writing, and any waiver of the
terms hereof shall be effective only in the specific instance and for the
specific purpose given.

Section 10.7. Successors and Assigns. This Trust Agreement,
including the terms and provisions hereof, shall be binding upon the Owner
Participant and Trust

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Company or the Owner Trustee, whichever is applicable pursuant to the terms
hereof, and their respective successors and assigns, and inure to the benefit
of the Owner Participant and Trust Company or the Owner Trustee, whichever is
applicable pursuant to the terms hereof, and their respective successors and
permitted assigns, all as herein provided. Any request, notice, direction,
consent, waiver or other instrument or action by the Owner Participant shall
bind the successors and assigns of the Owner Participant.

Section 10.8. Transfer of Owner Participant's Interest. All
provisions of Section 6.1 of the Participation Agreement shall (with the same
force and effect as if set forth in full, mutatis mutandis, in this Section
10.8) be applicable to any assignment, conveyance or other transfer by the
Owner Participant of any of its right, title or interest in and to the Trust
Estate or this Trust Agreement or any other Operative Agreement.

Section 10.9. Actions of the Owner Participants. If at any
time prior to the termination of this Trust Agreement there is more than one
Owner Participant, then during such time, if any action is required to be taken
by the Owner Participant, such action shall be taken by or on behalf of all
Owner Participants and whenever any direction, authorization, approval,
consent, instruction or other action is permitted to be given or taken by the
Owner Participant it shall be given or taken only upon such percentage
agreement of the Owner Participants as all Owner Participants may instruct the
Owner Trustee.

Section 10.10. Headings; Table of Contents. The division of
this Trust Agreement into sections, the provision of a table of contents and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation hereof.

Section 10.11. Governing Law. The terms of this Trust
Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed in accordance with, the laws of the State of New
York applicable to contracts made and to be performed entirely within such
State.

Section 10.12. Benefit. Nothing herein, whether express or
implied, shall be construed to give any Person other than the Owner Trustee,
the Indenture Trustee and the Owner Participant any legal or equitable right,
remedy or claim under or in respect of this Trust Agreement.

Section 10.13. Performance by the Owner Participant. Any
obligation of Trust Company or the Owner Trustee hereunder or under any other
Operative Agreement or other document contemplated hereby, may be performed by
the Owner Participant and any such performance shall not be construed as a
revocation of the trusts created hereby.

Section 10.14. Conflict with Operative Agreements. If this
Trust Agreement (or any instructions given by the Owner Participant pursuant
hereto) shall require that any

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action be taken with respect to any matter or any other Operative Agreement (or
any instruction duly given in accordance with the terms thereof) shall require
that a different action be taken with respect to such matter, and such actions
shall be mutually exclusive, the provisions of such other Operative Agreement,
in respect thereof, shall control.

Section 10.15. Limitation on Owner Participant's Liability.
The Owner Participant shall not have any liability for the performance of this
Trust Agreement, except as expressly set forth herein.

Section 10.16. Identification of Trust. The trust created
hereunder may be referred to for convenience as UTC Trust No. 1995-A (L-13).

In Witness Whereof, the parties hereto have each caused this
Trust Agreement to be duly executed and delivered as of the day and year first
above written.

STATE STREET BANK AND TRUST
COMPANY

By: ________________________________
Name:
Title:

BNY CAPITAL FUNDING CORP.

By: ________________________________
Name:
Title:

-18-

<PAGE> 1
EXHIBIT 5(a)

September 7, 1995

Union Tank Car Company
225 West Washington Street
Chicago, Illinois 60606

Re: Union Tank Car Company Pass Through Certificates,
Series 1995-A

Ladies and Gentlemen:

We have acted as counsel to Union Tank Car Company, a Delaware
corporation (the "Company"), and Procor Limited, a Canadian corporation
("Procor"), in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3 (Registration No. 33-61693), as
amended by Amendment No. 1 thereto (the "Registration Statement"). The
Registration Statement relates to the Pass Through Certificates, Series 1995-A
(the "Pass Through Certificates") which will be issued under two separate Pass
Through Trust Agreements (the "Agreements"), to be dated as of September 20,
1995, one by and between the Company and The First National Bank of Chicago, a
national banking association, as pass through trustee (the "Pass Through
Trustee"), and the other by and among the Company, Procor and the Pass Through
Trustee.

As such counsel, we have examined the proposed form of the Agreement
and such other papers, documents and certificates of public officials and
certificates of officers of the Company as we have deemed relevant and
necessary as a basis for the opinions hereinafter expressed. In such
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies. We have also assumed that the Agreements will, when
executed and delivered, be substantially in the forms submitted to us for
examination.

Based upon and subject to the foregoing, it is our opinion that the
execution and delivery by the Company of the Agreements
<PAGE> 2
Union Tank Car Company
Page 2
September 7, 1995

and by Procor of the Agreement to which it is a party has been duly authorized
by all necessary corporate action and assuming (i) the due authorization,
execution, issuance, authentication and delivery of the Pass Through
Certificates by the Pass Through Trustee in accordance with the terms of
the Agreements and (ii) the due authorization, execution and delivery of the
Agreements by the Pass Through Trustee, when the Registration Statement shall
have become effective under the Act, the Agreements shall have been qualified
under the Trust Indenture Act of 1939, as amended, the securities or Blue Sky
laws of certain states shall have been complied with and the Pass Through
Certificates shall have been issued and sold in accordance with the
Underwriting Agreement to be executed and delivered by the Company, Salomon
Brothers Inc and Morgan Stanley & Co. Incorporated, the Pass Through
Certificates will constitute valid and binding obligations of the Pass Through
Trustee (to the extent set forth in the Agreements) entitling the holders
thereof to the benefits of the respective Agreement, except as enforceability
may be limited by applicable bankruptcy, insolvency, moratorium, reorganization
or other similar laws relating to or affecting enforcement of creditors' rights
generally and general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).

We are members of the Bar of the State of Illinois, and we express no
opinion herein concerning any laws other than the law of the State of Illinois
and the Federal law of the United States of America.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Opinions" in the Prospectus constituting a part of the Registration
Statement.

Very truly yours,

NEAL GERBER & EISENBERG

<PAGE> 1

Exhibit 5(b)

One First National Plaza
Chicago, Illinois 60670

THE LAW DEPARTMENT

September 7, 1995

Union Tank Car Company
225 West Washington Street
Chicago, Illinois 60606

Re: Union Tank Car Company Pass Through Certificates
Series 1995-A1 and Series 1995-A2 (the "Pass Through Certificates")

Ladies and Gentlemen:

We are counsel to the Corporate Trust Services Division of The First
National Bank of Chicago ("First Chicago") and have represented it in
connection with (i) Pass Through Trust Agreement 1995-A1 to be dated as of
September 20, 1995, between Union Tank Car Company ("Union") and The First
National Bank of Chicago, as Pass Through Trustee, and Pass Through Trust
Agreement 1995-A2 to be dated as of September 20, 1995, between Union, Procor
Limited ("Procor") and The First National Bank of Chicago, as Pass Through
Trustee (together, the "Pass Through Trust Agreements") and (ii) the Pass
Through Certificates to be issued under the Pass Through Trust Agreements from
time to time.

We are attorneys licensed to practice law in the State of Illinois and
do not purport to be experts on the laws of any state other than the State of
Illinois. Consequently, with regard to the following opinion, no opinion is
expressed as to matters relating to laws of any jurisdiction other than the
laws of the State of Illinois and federal laws applicable to national banks,
and no opinion is expressed herein as to the Securities Act of 1933, as
amended, the Trust Indenture Act of 1939, as amended, or any state securities
or so-called "blue-sky" laws.

We have also examined such other documents and matters as we deemed
relevant together with such matters of law which we have considered necessary
or appropriate for the purposes of this opinion.

As such counsel, we are familiar with the Articles of Association and
the By-Laws of First Chicago, with certificates of authority to exercise
corporate trust powers issued to First Chicago by the Federal Reserve Board of
the United States (as predecessor in jurisdiction to the Comptroller of the
Currency of the United States), with certain Resolutions pertaining to the
operation of the Corporate Trust Services Division of First Chicago, and with
procedures of the Corporate Trust Services Division of First Chicago with
respect to the authorization, execution and delivery of the above-described
documents.

Basing our conclusions on such examination and familiarity, we are of
the opinion:
<PAGE> 2

(i) First Chicago is a national banking association duly organized
and validly existing in good standing under the laws of the United States of
America, and has full corporate power and authority to execute, deliver and
carry out the terms of the Pass Through Trust Agreements.

(ii) The execution and delivery of the Pass Through Trust
Agreements and the Pass Through Certificates have been duly authorized by First
Chicago, and assuming due authorization, execution and delivery of the Pass
Through Trust Agreements by Union and Procor, as the case may be, will
constitute the legal, valid and binding obligations of First Chicago,
enforceable against First Chicago in accordance with their respective terms
except as the enforceability thereof may be (a) limited by bankruptcy,
insolvency, reorganization, moratorium, liquidation or other similar laws
affecting the rights of creditors generally, and (b) subject to general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).

(iii) Upon the due execution, authentication, issuance and delivery
thereof in accordance with the requirements of the Pass Through Trust
Agreements, the Pass Through Certificates will have been duly and validly
issued and will be entitled to the benefits of the Pass Through Trust
Agreements.

(iv) Neither the execution nor delivery by First Chicago
of the Pass Through Trust Agreements nor the consummation of the transactions
by First Chicago contemplated thereunder requires the consent or approval of,
the giving of notice to, or the registration with, of the taking of any other
action with respect to, any governmental authority or agency under any existing
federal law, rule or regulation governing the banking or trust powers of First
Chicago.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement of the Company and Procor pursuant to which the Pass
Through Certificates are being registered under the Securities Act of 1933 and
to the reference to The Law Department of The First National Bank of Chicago
under the caption "Legal Opinions" in the Registration Statement.

This opinion is furnished to you solely for your benefit in connection
with the transactions contemplated by the Pass Through Trust Agreements and may
not be used, circulated, quoted or otherwise referred to without our prior
written consent.

Very truly yours,

/s/ The Law Department
The Law Department
The First National Bank of Chicago

<PAGE> 1
EXHIBIT 8(a)

September 7, 1995

Union Tank Car Company
225 West Washington Street
Chicago, Illinois 60606

Re: Union Tank Car Company Pass Through Certificates
Series 1995-A

Ladies and Gentlemen:

We have acted as counsel to Union Tank Car Company, a Delaware
corporation, and Procor Limited, a Canadian corporation ("Procor"), in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 (Registration No. 33-61693), as amended by Amendment
No. 1 thereto (the "Registration Statement"). The Registration Statement
relates to the Pass Through Certificates, Series 1995-A which will be issued
under two separate Pass Through Trust Agreements to be dated as of September
20, 1995, one by and between the Company and The First National Bank of
Chicago, a national banking association, as pass through trustee, and the other
by and among the Company, Procor and The First National Bank of Chicago.

We are of the opinion that the discussions in the Prospectus
constituting a part of the Registration Statement under the captions "Certain
Federal Income Tax Consequences" and "Certain Illinois Taxes", insofar as they
relate to statements of law or legal conclusions, are correct in all material
respects.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the references to our firm in the first paragraph
under the caption "Certain Federal Income Tax Consequences" and under the
caption "Certain Illinois Taxes" in the Prospectus constituting a part of the
Registration Statement.

Very truly yours,

NEAL GERBER & EISENBERG

<PAGE> 1
Exhibit 8(b)

September 7, 1995

Union Tank Car Company
225 West Washington Street
Chicago, Illinois
60606

Procor Limited
2001 Speers Road
Oakville, Ontario
Canada
L6J5E1

Re: Union Tank Car Company
Pass Through Trust Certificates, Series 1995-A2

Ladies and Gentlemen:

(i) the Pass Through Trust Agreement 1995-A1 between the Company
and The First National Bank of Chicago, a national banking
association, as trustee ("First National"); and

(ii) the Pass Through Trust Agreement 1995-A2 among the Company,
Procor and First National, as trustee.

We are of the opinion that the principal Canadian federal income tax
consequences of the purchase, ownership and disposition of the Pass Through
Certificates of Pass-Through Trust 1995-A2 to holders of such certificates are
as set forth in the discussion in the Prospectus constituting a part of the
Registration
<PAGE> 2
Union Tank Car Company
Procor Limited
September 7, 1995
Page 2

Statement under the caption "Certain Canadian Tax Consequences," and we hereby
confirm that the discussion therein, including the statements of law and legal
conclusions, constitutes our opinion.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the first paragraph
under the caption "Certain Canadian Tax Consequences" in the Prospectus
constituting a part of the Registration Statement.

Very truly yours,

Osler, Hoskin & Harcourt

<PAGE> 1
Exhibit 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Selected
Financial Information" and "Experts" in the Amendment No. 1 to Registration
Statement (Form S-3, No. 33-61693) and related Prospectus of Union Tank Car
Company for the registration of Pass Through Certificates Series 1995-A, and
to the incorporation by reference therein of our report dated March 8, 1995,
with respect to the consolidated financial statements of Union Tank Car Company
included in its Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP
---------------------
ERNST & YOUNG LLP

Chicago, Illinois
September 7, 1995

<PAGE> 1

Exhibit 26
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

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

THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)

A National Banking Association 36-0899825
(I.R.S. employer
identification number)

One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)

The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)

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

UNION TANK CAR COMPANY PROCOR LIMITED
(Exact names of registrants as specified in their charters)

Delaware Canada
(State or other jurisdiction of incorporation or organization)
36-3104688 None
(I.R.S. employer (I.R.S. employer
identification number) identification number)

225 West Washington Street 2001 Speers Road
Chicago, Illinois 60606 Oakville, Ontario Canada L6J 5E1
(312) 372-9500 (905) 827-4111
(Address, including zip code and telephone number,
including area code, of registrants' principal executive offices)

Pass Through Certificates, Series 1995-A
(Title of Indenture Securities)

1
<PAGE> 2

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(A) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.
<PAGE> 3

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 7th day of September, 1995.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE,

BY /S/ R. D. MANELLA
R.D. MANELLA
VICE PRESIDENT

* EXHIBIT 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).

3
<PAGE> 4

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

September 7, 1995

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of Pass Through Trust Agreements, one
between Union Tank Car Company and The First National Bank of Chicago, and the
other among Union Tank Car Company, Procor Limited and The First National Bank
of Chicago, the undersigned, in accordance with Section 321(b) of the Trust
Indenture Act of 1939, as amended, hereby consents that the reports of
examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /s/ R. D. Manella

R. D. Manella
Vice President

4
<PAGE> 5

EXHIBIT 7

<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET

<TABLE>
<CAPTION>
C400 <-
DOLLAR AMOUNTS IN ------------ -------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------

<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . 0081 3,184,875 1.a.
b. Interest-bearing balances(2) . . . . . . . . . . . . . . . . 0071 8,932,069 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) 1754 249,502 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)............ 1773 536,856 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold . . . . . . . . . . . . . . . . . . . . . 0276 2,897,736 3.a.
b. Securities purchased under agreements to resell . . . . . . 0277 1,417,129 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 16,567,408 4.a.
b. LESS: Allowance for loan and lease losses . . . . . . . . RCFD 3123 358,877 4.b.c.
c. LESS: Allocated transfer risk reserve . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) . . . . . . . . . . . 2125 16,208,531 4.d.
5. Assets held in trading accounts . . . . . . . . . . . . . . . 3545 13,486,931 5.
6. Premises and fixed assets (including capitalized leases) . . 2145 516,279 6.
7. Other real estate owned (from Schedule RC-M) . . . . 2150 11,216 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) . . . . . . . . . . . . . . . 2130 12,946 8.
9. Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . . . . . . . 2155 501,943 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . 2143 111,683 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . 2160 1,258,270 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . 2170 49,325,966 12.
</TABLE>
---------------

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.

5
<PAGE> 6

<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>

SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
Thousands BIL MIL THOU
---------------- ------------
LIABILITIES
<S> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) . . . . . . . . . . . . . . . . RCON 2200 14,889,235 13.a.
(1) Noninterest-bearing(1) . . . . . . . . . . . . . . . . . RCON 6631 5,895,584 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . . . RCON 6636 8,993,651 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) . . . . . . . . . . . . . RCFN 2200 13,289,760 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . . . RCFN 6631 315,549 13.b.(1)
(2) Interest-bearing RCFN 6636 12,974,211 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased . . . . . . . . . . . . . . . . . . RCFD 0278 2,942,186 14.a.
b. Securities sold under agreements to repurchase . . . . . . . RCFD 0279 1,160,512 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . . RCON 2840 112,768 15.a.
b. Trading Liabilities. . . . . . . . . . . . . . . . . . . . . RCFD 3548 7,872,221 15.b.
16. Other borrowed money:
a. With original maturity of one year or less . . . . . . . . . RCFD 2332 2,402,829 16.a.
b. With original maturity of more than one year . . . . . . . RCFD 2333 643,987 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 278,108 17.
18. Bank's liability on acceptance executed and outstanding RCFD 2920 501,943 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . . RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . . RCFD 2930 981,938 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . RCFD 2948 46,300,487 21.
22. Limited-Life preferred stock and related surplus . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . . . RCFD 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 2,314,642 25.
26. a. Undivided profits and capital reserves . . . . . . . . . . . RCFD 3632 510,093 26.a.
b. Net unrealized holding gains (losses)
on available-for-sale securities . . . . . . . . . . . . . . RCFD 8434 (880) 26.b.
27. Cumulative foreign currency translation adjustments . . . . . . RCFD 3284 766 27.
28. Total equity capital (sum of items 23 through 27) RCFD 3210 3,025,479 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) . . . . . . . . . . . . . RCFD 3300 49,325,966 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most Number
comprehensive level of auditing work performed for the bank by independent external --------------
auditors as of any date during 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 6724 N/A M.1.
--------------
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.